Item 8.01. Other Events.
Equity Offering
and Repurchase of Convertible Notes
On August 7,
2020, Carnival Corporation (the “Corporation”) and Carnival plc closed a registered direct offering of 93.7 million
shares of the Corporation’s common stock at a price of $14.02 per share to a limited number of holders of its 5.75%
Convertible Senior Notes due 2023 (the “Convertible Notes”). The Corporation used the proceeds from this closing to
repurchase $836.3 million principal amount of its Convertible Notes in privately negotiated transactions.
The
Corporation expects to close an additional 5.5 million shares as part of the registered direct offering on August 10, 2020.
The Corporation intends to use the proceeds from the August 10th closing to repurchase an additional $49.3 million
principal amount of its Convertible Notes in a privately negotiated transaction. The offer and sale of the shares were made
pursuant to a registration statement on Form S-3 (File Nos. 333-322555 and 333-332555-01) filed by the Corporation and
Carnival plc with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the prospectus
supplement thereunder related to the closings.
Following these
note repurchases, an aggregate of $1,126.9 million principal amount of the Corporation’s Convertible Notes will remain outstanding.
On
August 7, 2020, the Corporation issued a press release announcing the closing of the offering which is attached hereto as Exhibit
99.1, the text of which is incorporated herein by reference.
Copies
of the opinions of Tapia, Linares y Alfaro, Maples and Calder and Freshfields Bruckhaus Deringer LLP relating to the legality
of the issuance and sale of the Shares are attached as Exhibits 5.1, 5.2 and 5.3, respectively, hereto.
Cautionary Note Concerning Factors That May Affect Future Results
Carnival Corporation and Carnival plc and their respective subsidiaries
are referred to collectively in this this Current Report on Form 8-K, including the Exhibits hereto (collectively, this “document”),
as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements,
estimates or projections contained in this document are “forward-looking statements” that involve risks, uncertainties
and assumptions with respect to us, including some statements concerning the financing transactions described herein, future results,
operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements
are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. All statements other than statements of historical facts are statements that could be deemed
forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and
the industry in which we operate and the beliefs and assumptions of our management. We have tried, whenever possible, to identify
these statements by using words like “will,” “may,” “could,” “should,” “would,”
“believe,” “depends,” “expect,” “goal,” “anticipate,” “forecast,”
“project,” “future,” “intend,” “plan,” “estimate,” “target,”
“indicate,” “outlook,” and similar expressions of future intent or the negative of such terms.
Forward-looking statements include those statements that relate
to our outlook and financial position including, but not limited to, statements regarding:
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Net revenue yields
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Net cruise costs, excluding fuel per available lower berth day
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Booking levels
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Estimates of ship depreciable lives and residual values
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Pricing and occupancy
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Goodwill, ship and trademark fair values
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Interest, tax and fuel expenses
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Liquidity
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Currency exchange rates
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Adjusted earnings per share
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Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations
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Because forward-looking statements involve risks and uncertainties,
there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed
or implied by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider
could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of
operations and financial position. Additionally, many of these risks
and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19
outbreak. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or
which are unknown. These factors include, but are not limited to, the following:
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COVID-19 has had, and is expected to continue to have, a significant
impact on our financial condition and operations, which impacts our ability to obtain acceptable financing to fund resulting reductions
in cash from operations. The current, and uncertain future, impact of the COVID-19 outbreak, including its effect on the ability
or desire of people to travel (including on cruises), is expected to continue to impact our results, operations, outlooks, plans,
goals, growth, reputation, litigation, cash flows, liquidity, and stock price
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As a result of the COVID-19
outbreak, we have paused our guest cruise operations, and if we are unable to re-commence normal operations in the near-term,
we may be out of compliance with a maintenance covenant in certain of our debt facilities as of May 31, 2021
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World events impacting the ability or desire of people to travel
may lead to a decline in demand for cruises
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Incidents concerning our ships, guests or the cruise vacation industry
as well as adverse weather conditions and other natural disasters may impact the satisfaction of our guests and crew and lead to
reputational damage
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Changes in and non-compliance with laws and regulations under which we operate, such as those relating to health, environment,
safety and security, data privacy and protection, anti-corruption, economic sanctions, trade protection and tax may lead to litigation,
enforcement actions, fines, penalties, and reputational damage
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Breaches in data security and lapses in data privacy as well as disruptions and other damages to our principal offices, information
technology operations and system networks and failure to keep pace with developments in technology may adversely impact our business
operations, the satisfaction of our guests and crew and lead to reputational damage
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Ability to recruit, develop and retain qualified shipboard personnel who live away
from home for extended periods of time may adversely impact our business operations, guest services and satisfaction
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Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs
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Fluctuations in foreign currency exchange rates may adversely impact our financial results
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Overcapacity and competition in the cruise and land-based vacation industry may lead to a decline in our cruise sales, pricing
and destination options
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Geographic regions in which we try to expand our business may be slow to develop or ultimately not develop how we expect
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Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact
our business operations and the satisfaction of our guests
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The ordering of the risk factors set forth above is not intended
to reflect our indication of priority or likelihood.
Forward-looking statements should not be relied upon as a prediction
of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly
disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any such forward-looking statements
to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.