Current Report Filing (8-k)
January 06 2021 - 09:16AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) December 31,
2020
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Carnival Corporation |
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Carnival plc |
(Exact name of registrant as
specified in its charter) |
(Exact name of registrant as
specified in its charter) |
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Republic of Panama
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England and Wales |
(State or other jurisdiction of
incorporation) |
(State or other jurisdiction of
incorporation) |
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001-9610 |
001-15136 |
(Commission File Number) |
(Commission File Number) |
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59-1562976 |
98-0357772 |
(IRS Employer Identification No.) |
(IRS Employer Identification No.) |
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3655 N.W. 87th Avenue
Miami, Florida 33178-2428
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Carnival House, 100 Harbour Parade
Southampton SO15 1ST, United Kingdom
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(Address of principal
executive offices)
(Zip Code) |
(Address of principal
executive offices)
(Zip Code) |
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(305) 599-2600
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011 44 23 8065 5000
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(Registrant’s telephone number,
including area code) |
(Registrant’s telephone number,
including area code) |
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None |
None |
(Former name or former address,
if changed since last report.) |
(Former name, former address,
if changed since last report.) |
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Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation
of the registrants under any of the following
provisions:
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock ($0.01 par value) |
CCL |
New York Stock Exchange, Inc.
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Ordinary Shares each represented by American Depository Shares
($1.66 par value) Special Voting Share, GBP 1.00 par value and
Trust Shares of beneficial interest in the P&O Princess Special
Voting Trust
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CUK |
New York Stock Exchange, Inc.
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1.625% Senior Notes due 2021 |
CCL21 |
New York Stock Exchange LLC |
1.875% Senior Notes due 2022 |
CUK22 |
New York Stock Exchange LLC |
1.000% Senior Notes due 2029 |
CUK29 |
New York Stock Exchange LLC |
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Indicate by check mark whether the registrants are emerging growth
companies as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2) of this chapter).
Emerging growth companies
☐
If emerging growth companies, indicate by check mark if the
registrants have elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Section 1 – Registrant’s Business and Operations.
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 2.03 (Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant) is hereby incorporated by
reference into this Item 1.01.
Section 2 – Financial Information.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On December 31, 2020, Carnival Corporation, Carnival plc and
certain of their subsidiaries entered into an Amendment Agreement
(the “Amendment Agreement”) to the multicurrency revolving credit
agreement (the “Facility Agreement”), originally dated May 18,
2011, as amended and restated most recently on August 6, 2019,
among Carnival Corporation, Carnival plc, certain of their
subsidiaries, the lenders party thereto and Bank of America Europe
Designated Activity Company (formerly known as Bank of America
Merrill Lynch International Designated Activity Company) as
facilities agent. The Facility Agreement was filed with the
Quarterly Report on Form 10-Q for the quarter ended August 31,
2019.
Among other things, the Amendment Agreement:
•increases
the ratio of debt to capitalization from the testing date on
November 30, 2021 to February 28, 2024 (Clause 26.3 of the Facility
Agreement as amended by the Amendment Agreement (the “Amended
Facility Agreement”)), expanding the limit of the debt to
capitalization ratio;
•introduces
new financial covenants: a minimum liquidity covenant from the
testing date on February 28, 2021 to November 30, 2022 (Clause 26.5
of the Amended Facility Agreement), and a minimum interest coverage
covenant from the testing date on February 28, 2023, for the
remainder of the term of the Facility Agreement (Clause 26.4 of the
Amended Facility Agreement);
•restricts
the grant of guarantees in respect to certain outstanding debt
until November 30, 2024 unless the entity granting the guarantee
was already an obligor or guarantor of such debt (Clause 27.8 of
the Amended Facility Agreement), and the incurrence of security
interests on certain vessels to secure certain outstanding debt
until November 30, 2024 (Clause 27.9 of the Amended Facility
Agreement); and
•requires
Carnival Corporation, Carnival plc and their restricted
subsidiaries to adhere to certain negative covenants and
restrictions until November 30, 2024, including, but not limited
to, limitations on indebtedness, liens, investments and restricted
payments (subject to certain permitted exceptions), which are
substantially consistent with those contained in the indenture
governing the Carnival Corporation 5.625% Senior Unsecured Notes
due 2026 (Clause 27.11 of the Amended Facility
Agreement).
The Amendment Agreement also provides that during the remainder of
the term of the Facility Agreement EURIBOR and LIBOR shall be
deemed to have a 0% floor.
Some of the lenders under the Facility Agreement and their
affiliates have various relationships with Carnival Corporation,
Carnival plc and certain of their subsidiaries involving the
provision of financial services, including cash management and
investment banking services. In addition, Carnival Corporation and
Carnival plc have entered into other loan arrangements as well as
certain derivative arrangements with certain of the lenders and
their affiliates.
The foregoing description of the Amendment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Amendment Agreement, which is attached hereto as
Exhibit
10.1
and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Amendment Agreement dated December 31, 2020 to the Amendment and
Restatement Agreement dated August 6, 2019 in respect of the
Multicurrency Revolving Facilities Agreement originally dated May
18, 2011, as amended and restated on August 6, 2019, among Carnival
Corporation, Carnival plc and certain of Carnival Corporation and
Carnival plc subsidiaries, Bank of America Europe Designated
Activity Company as facilities agent and a syndicate of financial
institutions.
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104
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Exhibit 104 Cover page from this Current Report on Form 8-K,
formatted in Inline XBRL (included as Exhibit 101).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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CARNIVAL CORPORATION |
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CARNIVAL PLC |
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By: |
/s/ David Bernstein |
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By: |
/s/ David Bernstein |
Name: |
David Bernstein |
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Name: |
David Bernstein |
Title: |
Chief Financial Officer and Chief Accounting Officer |
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Title: |
Chief Financial Officer and Chief Accounting Officer |
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Date: |
January 6, 2021 |
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Date: |
January 6, 2021 |