Carnival Corporation (the “Issuer”) and
Carnival plc (together with the Issuer, the “Company,” “we,” “us,” or “our”) issued a
press release announcing the early tender results of its previously announced cash tender offer (the “Tender Offer”) to purchase
up to $2,004 million aggregate purchase price of the Issuer’s outstanding 11.500% First Priority Senior Secured Notes due 2023 (the
“Notes”). A copy of the press release announcing the early tender results is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The Company announced that $2,406,791,000 in aggregate
principal amount of the Notes were validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on July 19, 2021
(the “Early Tender/Consent Deadline”). Such Notes will be accepted for repurchase up to the Maximum Tender Amount, subject
to proration, at a price of $1,142.50 per $1,000 of principal amount of the Notes, plus accrued and unpaid interest from the last interest
payment date on such purchased Notes up to, but not including, the Initial Settlement Date, as such term is defined in, and subject to
the conditions set forth in, the Offer to Purchase and Consent Solicitation Statement dated July 6, 2021 (the “Statement”).
The Tender Offer is made upon the terms and conditions described in the Statement.
Because the aggregate principal amount of all Notes
tendered as of the Early Tender/Consent Deadline exceeds the Maximum Tender Amount, the aggregate principal amount of a Holder’s
validly tendered Notes accepted for purchase will be subject to proration. The Issuer will determine the aggregate principal amount of
a Holder’s validly tendered Notes accepted for purchase on a pro rata basis based on the aggregate principal amount of Notes tendered
in the Tender Offer, as further described in the attached press release. The Issuer will not accept for purchase any Notes tendered after
the Early Tender/Consent Deadline.
The Company also announced the results of the Company’s
previously announced solicitation of consents (the “Consents”) from holders of the Notes (the “Consent Solicitation”)
to amend certain provisions of the indenture governing the Notes (the “Proposed Amendments”) so that such provisions more
closely align and conform with those under our Term Loan Agreement, dated as of June 30, 2020, as amended by Amendment No. 1 dated December
3, 2020 and Amendment No. 2 dated June 30, 2021, and the indentures governing our other outstanding secured and unsecured notes. The Company
announced that it has received 85.19% of the Consents. The Consent Solicitation is subject to the conditions set forth in the Statement.
The Issuer may waive any of these conditions in its sole discretion. As of July 16, 2021, the requisite consents to effect the Proposed
Amendments with respect to the Notes, as described in the Statement, were received. Accordingly, on July 16, 2021, the Issuer, Carnival
plc, as a guarantor, the subsidiaries of the Issuer and Carnival plc party thereto (together with Carnival plc, the “Guarantors”)
and U.S. Bank National Association, as trustee, principal paying agent, transfer agent and registrar (the “Trustee”) and as
security agent (the “Security Agent”) executed and delivered a second supplemental indenture to the indenture governing the
Notes (the “Supplemental Indenture”). The Supplemental Indenture became effective upon its execution and delivery by the Issuer,
the Guarantors, the Trustee and the Security Agent, but provides that the Proposed Amendments will not become operative until the Issuer
has accepted the Consents, has made arrangements to pay the Consent Payment and all conditions to the closing of a financing transaction
that would satisfy the Financing Condition (other than the Proposed Amendments becoming operative) have been satisfied or waived by the
Issuer in its sole discretion.
The description of the Supplemental Indenture in this
Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of the Supplemental Indenture,
which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K does not constitute
an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. The Tender Offer and the Consent Solicitation
are only being made pursuant to the Statement. The Tender Offer and the Consent Solicitation are not being made to Holders of Notes in
any state or jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such jurisdiction.
Capitalized terms not defined herein have the meanings
attributed to them in the Statement.
A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference into this Item 8.01.