TIDMCCL 
 
June 30, 2020 
 
      CARNIVAL CORPORATION & PLC ANNOUNCES NOTICE OF CONVERSION RIGHT AND 
                            SUPPLEMENTAL INDENTURE 
 
Carnival Corporation & plc is disclosing Carnival Corporation has delivered 
today a notice of conversion right and supplemental indenture (the "Notice") to 
the holders of its convertible notes, on Form 8-K with the U.S. Securities and 
Exchange Commission ("SEC"). 
 
  * Schedule A contains Carnival Corporation & plc's announcement of the notice 
    of conversion right and supplemental indenture. 
 
The Directors consider that within the Carnival Corporation and Carnival plc 
dual listed company arrangement, the most appropriate presentation of Carnival 
plc's results and financial position is by reference to the Carnival 
Corporation & plc U.S. GAAP consolidated financial statements. 
 
MEDIA CONTACT 
 
INVESTOR RELATIONS CONTACT 
Roger Frizzell 
                      Beth Roberts 
001 305 406 7862 
                  001 305 406 4832 
 
The Form 8-K is available for viewing on the SEC website at www.sec.gov under 
Carnival Corporation or Carnival plc or the Carnival Corporation & plc website 
at www.carnivalcorp.com or www.carnivalplc.com. 
 
Carnival Corporation & plc is one of the world's largest leisure travel 
companies with a portfolio of nine of the world's leading cruise lines. With 
operations in North America, Australia, Europe and Asia, its portfolio features 
- Carnival Cruise Line, Princess Cruises, Holland America Line, P&O Cruises 
(Australia), Seabourn, Costa Cruises, AIDA Cruises, P&O Cruises (UK) and 
Cunard. 
 
Additional information can be found on www.carnivalcorp.com, 
www.carnivalsustainability.com, www.carnival.com, www.princess.com, 
www.hollandamerica.com, www.pocruises.com.au, www.seabourn.com, 
www.costacruise.com, www.aida.de, www.pocruises.com and www.cunard.com. 
 
 
SCHEDULE A 
 
As previously disclosed, on April 6, 2020, Carnival Corporation issued $2,012.5 
million aggregate principal amount of its 5.75% Convertible Senior Notes due 
2023 (the "convertible notes") pursuant to the Indenture, dated as of April 6, 
2020, among Carnival Corporation, Carnival plc, the subsidiary guarantors party 
thereto and U.S. Bank National Association, as Trustee (the "Convertible Notes 
Indenture"). 
 
In accordance with the terms of the Convertible Notes Indenture, Carnival 
Corporation delivered today a notice of conversion right and supplemental 
indenture (the "Notice") to the holders of its convertible notes. 
 
In light of the ambiguity caused by the incorrect references to "calendar 
quarter" in Section 14.01(b)(iv) of the Indenture described below, the Company 
determined whether the sale price condition set forth in such section had been 
satisfied as of the calendar quarter end of June 30, 2020 and notified the 
holders that the Last Reported Sale Price (as defined in the Convertible Notes 
Indenture) of the common stock of Carnival Corporation for at least 20 Trading 
Days (as defined in the Convertible Notes Indenture) (whether or not 
consecutive) during the period of 30 consecutive Trading Days ending on the 
last Trading Day of the calendar quarter ended June 30, 2020 was greater than 
or equal to 130% of the Conversion Price (as defined in the Convertible Notes 
Indenture) on each applicable Trading Day. As a result, the holders are now 
entitled to convert all or any portion of their convertible notes at any time 
during the calendar quarter starting on July 1, 2020 and ending on September 
30, 2020, at the conversion rate of 100.0000 shares of common stock of the 
Carnival Corporation per $1,000 principal amount of convertible notes. 
 
Additionally, in order to correct a mistake and inconsistency in the 
Convertible Notes Indenture, Carnival Corporation, Carnival plc, the subsidiary 
guarantors party thereto and U.S. Bank National Association, as Trustee entered 
into a First Supplemental Indenture to the Indenture, dated as of June 30, 2020 
(the "First Supplemental Indenture"). The First Supplemental Indenture amends 
Section 14.01(b)(iv) of the Indenture to reference the fiscal quarters of 
Carnival Corporation instead of calendar quarters in determining the periods 
during which the convertible notes may be convertible. The intent of the 
parties to the Indenture was to refer to the "fiscal quarters" of the Company 
in Section 14.01(b)(iv), and the reference therein to May 31, 2020, which is 
the end of the Company's second fiscal quarter, is correct. Following the 
execution of the First Supplemental Indenture, Section 14.01(b)(iv) of the 
Convertible Notes Indenture provides that a holder may convert all or any 
portion of its convertible notes during any fiscal quarter of Carnival 
Corporation if the Last Reported Sale Price of the common stock of Carnival 
Corporation for at least 20 Trading Days (whether or not consecutive) during 
the period of 30 consecutive Trading Days ending on the last Trading Day of the 
immediately preceding fiscal quarter of the Carnival Corporation was greater 
than or equal to 130% of the Conversion Price on each applicable Trading Day. 
The first such fiscal quarter following the execution of this First 
Supplemental Indenture shall end on August 31, 2020. Notwithstanding this 
amendment, the First Supplemental Indenture provides that a Holder may 
surrender all or any portion of its Notes for conversion at any time during the 
calendar quarter commencing on July 1, 2020 and ending on September 30, 2020, 
as set forth above. 
 
The foregoing description of the Notice is not complete and is qualified in its 
entirety by reference to the Notice, which is filed as Exhibit 99.1, to this 
report and incorporated herein by reference. 
 
The foregoing description of the First Supplemental Indenture is not complete 
and is qualified in its entirety by the full text of the First Supplemental 
Indenture, which will be filed with the next joint periodic report of Carnival 
Corporation and Carnival plc. 
 
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: 
 
* Net revenue yields            * Net cruise costs, excluding fuel per available lower 
                                berth day 
 
* Booking levels                * Estimates of ship depreciable lives and residual 
                                values 
 
* Pricing and occupancy         * Goodwill, ship and trademark fair values 
 
* Interest, tax and fuel        * Liquidity 
expenses 
 
* Currency exchange rates       * Adjusted earnings per share 
 
                                * Impact of the COVID-19 coronavirus global pandemic on 
                                our 
                                  financial condition and results of operations 
 
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: 
 
  * 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 
  * 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, and further extend covenant waivers for certain agreements for 
    which waivers do not currently cover periods after March 2021 (if needed), 
    we may be out of compliance with a maintenance covenant in certain of our 
    debt facilities 
  * World events impacting the ability or desire of people to travel may lead 
    to a decline in demand for cruises 
  * 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 
  * 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 
  * 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 
  * 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 
  * Increases in fuel prices, changes in the types of fuel consumed and 
    availability of fuel supply may adversely impact our scheduled itineraries 
    and costs 
  * Fluctuations in foreign currency exchange rates may adversely impact our 
    financial results 
  * Overcapacity and competition in the cruise and land-based vacation industry 
    may lead to a decline in our cruise sales, pricing and destination options 
  * Geographic regions in which we try to expand our business may be slow to 
    develop or ultimately not develop how we expect 
  * Inability to implement our shipbuilding programs and ship repairs, 
    maintenance and refurbishments may adversely impact our business operations 
    and the satisfaction of our guests 
 
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. 
 
 
 
END 
 

(END) Dow Jones Newswires

July 01, 2020 08:30 ET (12:30 GMT)

Carnival (LSE:CCL)
Historical Stock Chart
From Jul 2020 to Aug 2020 Click Here for more Carnival Charts.
Carnival (LSE:CCL)
Historical Stock Chart
From Aug 2019 to Aug 2020 Click Here for more Carnival Charts.