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Item 1.01
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Entry into a Material Definitive Agreement.
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Indenture
On November 25, 2020, Carnival Corporation
(the “Corporation”) closed its previously announced private offerings (the “Notes Offerings”) of $1,450
million aggregate principal amount of 7.625% Senior Unsecured Notes due 2026 (the “USD Notes”) and €500 million
aggregate principal amount of 7.625% Senior Unsecured Notes due 2026 (the “Euro Notes” and, together with the USD Notes,
the “Senior Unsecured Notes”). The Senior Unsecured Notes were issued pursuant to an Indenture, dated as of November
25, 2020 (the “Indenture”), among the Corporation, Carnival plc, the subsidiary guarantors party thereto, and U.S.
Bank National Association, as trustee.
The Senior Unsecured Notes mature on
March 1, 2026, unless earlier redeemed or repurchased. No sinking fund is provided for the Senior Unsecured Notes. Cash interest
on the USD Notes and the Euro Notes will accrue from November 25, 2020 and is payable semi-annually in arrears on March 1 and September
1 of each year, beginning on March 1, 2021, at a rate of 7.625% per year.
The Senior Unsecured
Notes are fully and unconditionally guaranteed on an unsecured basis, jointly and severally, by Carnival plc and certain of the
Corporation’s and Carnival plc’s subsidiaries. In the future, each of the Corporation’s and Carnival plc’s
subsidiaries (other than immaterial subsidiaries) that guarantees certain other indebtedness of the Corporation, Carnival plc or
any other guarantor, including, in each case, indebtedness in an aggregate principal amount in excess of $300 million, will be
required to guarantee the Senior Unsecured Notes.
On or after March 1, 2024, the Corporation
may redeem the Senior Unsecured Notes at its option, in whole at any time or in part from time to time, upon giving not less than
10 nor more than 60 days’ notice, at the redemption prices set forth in the Indenture. In addition, prior to March 1, 2024,
the Corporation may redeem the Senior Unsecured Notes at its option, in whole at any time or in part from time to time, upon giving
not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Senior
Unsecured Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest. Notwithstanding the foregoing,
at any time and from time to time prior to March 1, 2024, the Corporation may redeem up to 40% of the original aggregate principal
amount of the Senior Unsecured Notes (calculated after giving effect to any issuance of additional notes) using the net cash proceeds
of one or more equity offerings at a redemption price equal to 107.625%, plus accrued and unpaid interest, so long as at least 50% of the original aggregate principal amount of the Senior
Unsecured Notes (calculated after giving effect to any issuance of additional notes) remains outstanding after each such redemption.
The Corporation may also redeem the Senior Unsecured Notes, in whole but not in part, at any time, upon giving not less than 10
nor more than 60 days’ prior written notice to the holders of the Senior Unsecured Notes, at a redemption price equal to
100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but not including, the redemption
date, if the Corporation or any guarantor would have to pay any additional amounts on the Senior Unsecured Notes due to a change
in tax laws, regulations or rulings or a change in the official application, administration or interpretation of such laws, regulations
or rulings, which in each case is announced and becomes effective after November 20, 2020.
The Indenture contains covenants that
limit the ability of the Corporation, Carnival plc and their restricted subsidiaries to, among other things: (i) incur additional
indebtedness or issue certain preferred shares; (ii) make dividend payments on or make other distributions in respect of their
capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create
liens on assets; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; and (vii) enter
into certain transactions with their affiliates. These covenants are subject to a number of important limitations and exceptions. Additionally,
upon the occurrence of specified change of control triggering events, the Corporation shall offer to repurchase the Senior Unsecured
Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The
Indenture sets forth certain events of default after which the Senior Unsecured
Notes may be declared immediately due and payable and sets forth certain types of
bankruptcy or insolvency events of default involving the Corporation, Carnival plc, any of our or Carnival plc’s
significant subsidiaries or any group of our or Carnival plc’s subsidiaries that, taken together, would constitute a
significant subsidiary after which the Senior Unsecured Notes become
automatically due and payable.
The Senior Unsecured Notes were offered
only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), or to non-U.S. investors in reliance on Regulation S under the Securities Act. The
Senior Unsecured Notes were not, and will not be, registered under the Securities Act or any state securities laws and may not
be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
The description
of the Indenture and the Senior Unsecured Notes above is qualified in its entirety by reference to the text of the Indenture and
the form of Senior Unsecured Note attached thereto, which will be filed with the next periodic report of the Corporation and Carnival
plc.