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Carnival Corp., et al. – ‘8-K’ for 11/15/22

On:  Friday, 11/18/22, at 4:11pm ET   ·   For:  11/15/22   ·   Accession #:  950142-22-3212   ·   File #s:  1-09610, 1-15136

Previous ‘8-K’:  ‘8-K’ on 11/15/22 for 11/14/22   ·   Next:  ‘8-K’ on / for 12/21/22   ·   Latest:  ‘8-K’ on / for 4/19/24   ·   2 References:   By:  Carnival Corp. – ‘10-K’ on 1/26/24 for 11/30/23 By:  Carnival Corp. – ‘10-K’ on 1/27/23 for 11/30/22 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/18/22  Carnival Corp.                    8-K:1,2,3,811/15/22   14:1.3M                                   Paul Weiss Ri… LLP 01/FA
          Carnival plc

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     73K 
 2: EX-10.1     Material Contract                                   HTML    735K 
 3: EX-99.1     Miscellaneous Exhibit                               HTML     26K 
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12: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- eh220306481_8k_htm                  XML     28K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      9K 
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14: ZIP         XBRL Zipped Folder -- 0000950142-22-003212-xbrl      Zip    207K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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):  i November 15, 2022

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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 company  i ☐

If an emerging growth company, indicate by check mark if the registrant has 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. ☐

On November 18, 2022, Carnival Corporation (together with Carnival plc, the “Company,” “we,” “us,” or “our”) closed its previously announced private offering (the “Convertible Notes Offering”) to qualified institutional buyers of $1 billion aggregate principal amount of its 5.75% Convertible Senior Notes due 2027 (the “Convertible Notes”). Carnival Corporation has granted the initial purchasers of the Convertible Notes an option to purchase on or before November 30, 2022, up to an additional $150 million aggregate principal amount of Convertible Notes.

The Convertible Notes were issued pursuant to an Indenture, dated as of November 18, 2022 (the “Indenture”), among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Convertible Notes will pay interest semi-annually on June 1 and December 1 of each year, beginning on June 1, 2023, at a rate of 5.75% per year. The Convertible Notes will mature on December 1, 2027, unless earlier repurchased, redeemed or converted. No sinking fund is provided for the Convertible Notes. 

The Convertible Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Carnival plc and certain of Carnival Corporation’s and Carnival plc’s subsidiaries that guarantee substantially all of the Company’s indebtedness (the “Subsidiary Guarantors”). In the future, subject to certain exceptions, each of Carnival Corporation’s and Carnival plc’s subsidiaries (other than the Subsidiary Guarantors) that becomes an issuer, borrower, obligor or guarantor under certain other indebtedness for borrowed money of Carnival Corporation, Carnival plc or any other Subsidiary Guarantor, in each case, in an aggregate principal amount in excess of $250 million, will be required to guarantee the Convertible Notes; provided, that any such subsidiary will not be required to become a guarantor if such subsidiary would not be required to provide a guarantee under certain of Carnival Corporation’s, Carnival plc’s or any Subsidiary Guarantor’s capital markets indebtedness (which indebtedness excludes Carnival Corporation’s 5.75% Convertible Senior Notes due 2023 and the 10.375% Senior Priority Notes due 2028 issued by Carnival Holdings (Bermuda) Limited).

The Convertible Notes are convertible by holders, subject to the conditions described below, into cash, shares of the common stock, par value $0.01 per share, of Carnival Corporation (the “Common Stock”), or a combination thereof, at Carnival Corporation’s election. The initial conversion rate for the Convertible Notes is 74.6714 shares of Common Stock per $1,000 principal amount of Convertible Notes, equivalent to an initial conversion price of approximately $13.39 per share of Common Stock. The conversion rate is subject to customary anti-dilution adjustments but will not be adjusted for any accrued and unpaid interest. In addition, holders who elect to convert their Convertible Notes in connection with certain corporate events or a notice of a tax redemption are, under certain circumstances, entitled to convert at an increased conversion rate.

The Convertible Notes are convertible at any time prior to the close of business on the business day immediately preceding September 1, 2027 only under the following circumstances:

On or after September 1, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time.

If Carnival Corporation undergoes certain corporate events (each, a “fundamental change”), subject to certain conditions, holders may require Carnival Corporation to repurchase for cash all or any portion of their Convertible Notes at a price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Carnival Corporation may not redeem the Convertible Notes prior to December 5, 2025, except as described in the next sentence. Carnival Corporation may redeem the Convertible Notes, in whole but not in part, at any time on or prior to 40th scheduled trading day immediately before the maturity date, if Carnival Corporation or any guarantor would have to pay any additional amounts on the Convertible 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 15, 2022. Upon Carnival Corporation’s giving notice of a tax redemption, holders of the Convertible Notes may elect not to have their Convertible Notes redeemed, in which case such holders would not be entitled to receive any such additional amounts. The redemption price will equal 100% of the principal amount of the Convertible Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

In addition, on or after December 5, 2025 and on or before the 40th scheduled trading day immediately before the maturity date, Carnival Corporation may redeem for cash all or any portion of the Convertible Notes, at its option, if the last reported sale price per share of Carnival Corporation’s common stock exceeds 130% of the conversion price then in effect on at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Carnival Corporation provides notice of redemption, during the 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Carnival Corporation provides notice of redemption. The redemption price will equal 100% of the principal amount of the Convertible Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Indenture provides for customary covenants and sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving Carnival 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 Convertible Notes become automatically due and payable.

In connection with the Convertible Notes Offering, on November 15, 2022, Carnival Corporation, Carnival plc and the subsidiary guarantors party thereto entered into a purchase agreement (the “Purchase Agreement”) with Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc. The Purchase Agreement contains customary representations, covenants and indemnification provisions. The net proceeds from the Convertible Notes Offering after initial purchasers’ discounts and before offering expenses are $975 million (or approximately $1.121 billion if the initial purchasers exercise their option to purchase additional Convertible Notes in full). The Company expects to use the net proceeds from the offering of the Convertible Notes to make principal payments on debt and for general corporate purposes.

The Convertible 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”). The Convertible Notes, and the Common Stock issuable upon conversion of the Convertible Notes, if any, 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.

PJT Partners served as independent financial advisor to Carnival Corporation & plc.

The description of the Indenture and the Convertible Notes above is qualified in its entirety by reference to the text of the Indenture and the form of Convertible Note, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The information required by Item 2.03 relating to the Convertible Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K and incorporated herein by reference.

The information required by Item 3.02 relating to the sale of the Convertible Notes is contained in Item 1.01 of this Current Report on Form 8-K and incorporated herein by reference.

Carnival Corporation offered and sold the Convertible Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. Carnival Corporation relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement relating to the Convertible Notes Offering. The shares of Common Stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Initially, a maximum of 103,046,440 shares of Carnival Corporation’s common stock may be issued upon conversion of the Convertible Notes (assuming the initial purchasers exercise their option to purchase additional Convertible Notes in full), based on the initial maximum conversion rate of 89.6056 shares of common stock per $1,000 principal amount of Convertible Notes, which is subject to customary anti-dilution adjustment provisions.

On November 15, 2022, the Company issued a press release announcing the Convertible Notes Offering and a press release announcing the pricing of the Convertible Notes Offering, copies of which are filed hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein.

Cautionary Note Concerning Factors That May Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this current report as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this current report 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 and Section 21E of the Securities Exchange Act of 1934, as amended. 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,” “aspiration,” “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:

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, and in the future may continue to be, amplified by COVID-19. 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:

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 report, 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. Forward-looking and other statements in this report may also address our sustainability progress, plans and goals (including climate change and environmental-related matters). In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

(d) Exhibits

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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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
		12/1/27
		9/1/27
		12/5/25
		6/1/23
		2/28/23
		11/30/22
Filed on:		11/18/22
For Period end:		11/15/22		8-K
		9/30/22		10-Q,  8-K
		6/29/22		10-Q
		3/28/22		10-Q
		1/27/22		10-K
				List all Filings

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2 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/26/24 Carnival Corp. 10-K 11/30/23 109:35M 1/27/23 Carnival Corp. 10-K 11/30/22 105:23M

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Filing Submission 0000950142-22-003212   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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