Prospectus Supplement
(To Prospectus dated March 9, 2018)
Carnival Corporation
Up to $1,000,000,000 of Common Stock
We have entered
into an equity distribution agreement with the financial institutions named below, each a sales agent and, collectively the sales agents, relating to the offer and sale from time to time of shares of common stock offered by
this prospectus supplement and the accompanying prospectus pursuant to a continuous offering program. In accordance with the terms of the equity distribution agreement, we may, from time to time, offer and sell our common stock having an aggregate
offering price of up to $1,000,000,000 through, at our discretion, the sales agents, each acting as our sales agent, severally and not jointly, for the offer and sale of shares of our common stock. References to shares of our common stock include
the trust shares of beneficial interest in the P&O Princess Special Voting Trust. See Description of Capital Stock and Description of Trust Shares in the accompanying prospectus and in Carnival Corporations and
Carnival plcs joint Annual Report (as defined herein) incorporated by reference herein.
Our common stock is listed and trades on the
New York Stock Exchange (the NYSE) under the symbol CCL. The last reported sale price of our common stock on the NYSE on September 14, 2020 was $17.85 per share.
Sales, if any, of common stock made under the equity distribution agreement may be made by means of ordinary brokers transactions, to or
through a market maker, on or through the NYSE or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated
transactions, in block trades, in transactions that are deemed to be at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act), or through a combination of any such
methods of sale. The sales agents may also sell our common stock by any other method permitted by law. The shares of common stock may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at
negotiated prices.
We will designate the maximum amount of common stock to be sold through the sales agents on a daily basis or otherwise
as we and the sales agents agree and the minimum price per share at which such common stock may be sold. None of the sales agents is required to sell any specific dollar amount of shares. Subject to the terms and conditions of the equity
distribution agreement, the sales agents will use their commercially reasonable efforts consistent with their normal sales and trading practices to sell on our behalf all of the designated shares of common stock. We may instruct the sales agents not
to sell any common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We or any sales agent, with respect to itself only, may suspend the offering of our common stock by notifying the other party.
The offering of our common stock pursuant to the equity distribution agreement will terminate upon the earlier of the (i) sale of all of our shares of common stock subject to the equity distribution agreement or (ii) termination of the
equity distribution agreement by us or by the sales agents as provided therein.
We will pay the sales agents an aggregate commission of
1.00% of the gross sales price per share of common stock under the equity distribution agreement. We have also agreed to reimburse the sales agents for certain of their expenses. In connection with the sale of the shares of common stock on our
behalf, each of the sales agents may be deemed to be an underwriter within the meaning of the Securities Act and the compensation paid to each of the sales agents may be deemed to be underwriting commissions or discounts. See Plan
of Distribution.
Under the terms of the equity distribution agreement, we may also sell shares to each of the sales agents as
principal for its own respective account at a price to be agreed upon at the time of sale. If we sell shares to a sales agent as principal, we will enter into a separate terms agreement with that sales agent, setting forth the terms of such
transaction, and we will describe the agreement in a separate prospectus supplement or pricing supplement.
Settlement of any sales of
common stock will occur, unless the parties agree otherwise, on the second business day following the date on which such sales were made (or such earlier day as is industry practice for regular-way trading).
There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such
other means as we and the sales agents may agree.
Our charter contains restrictions on the ownership and transfer of our common stock.
See Description of Capital StockCertain Provisions of Carnival Corporations Articles of Incorporation and By-LawsOwnership Limitations and Transfer Restrictions in the
accompanying prospectus and in our Annual Report.
Investing in
our common stock involves risks. See the Risk Factors section in this prospectus supplement and page 2 of the accompanying prospectus, as well as the Risk Factors
section in our Annual Report as filed on March 31, 2020 and as further updated by our Quarterly Reports as filed on April 3, 2020 and July 10, 2020 for important factors you should consider before deciding to invest in our common
stock.
Neither the Securities and Exchange Commission, nor any state or foreign securities commission, has approved or disapproved
of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The common stock has not been and will not be registered under the Panamanian Securities Law (Law-Decree
N° 1 of July 8, 1999, as amended and restated from time to time, the Panamanian Securities Laws) with the Superintendency of Capital Markets of Panama (Superintendencia del Mercado de Valores de Panamá or
SMV). Accordingly, (i) the common stock cannot be publicly offered or sold in Panama, except in transactions exempted from registration under the Panamanian Securities Laws, (ii) documents relating to the offering of the common
stock, as well as information contained therein, may not be publicly distributed in Panama nor be used in connection with any public offering for subscription or sale of the common stock in Panama, except in transactions exempted from registration
under Panamanian Securities Laws, (iii) the SMV has not reviewed the information contained in this prospectus supplement, (iv) the common stock and the offering thereof are not subject to the supervision of the SMV, and (v) the common
stock do not benefit from the tax incentives provided by Panamanian Securities Laws.
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Goldman Sachs & Co. LLC
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J.P. Morgan
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BofA Securities
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Barclays
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BNP PARIBAS
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Citigroup
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HSBC
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IMI Intesa Sanpaolo
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Mizuho Securities
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Raymond James
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SMBC Nikko
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Deutsche Bank Securities
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DZ Financial Markets LLC
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PNC Capital Markets LLC
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Siebert Williams Shank
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Prospectus Supplement dated September 15, 2020