Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On
The completion of the New Notes Offering satisfied the Issuer's financing
condition for the settlement of tenders of its 2023 Notes on the early
settlement date with respect to the Tender Offer. In connection with the Tender
Offer, the Issuer has accepted for purchase the Maximum Tender Amount of the
2023 Notes which were validly tendered (and not validly withdrawn) pursuant to
the Tender Offer at or prior to
The New Notes mature on
The New Notes are fully and unconditionally guaranteed, jointly and severally,
on a first-priority senior secured basis by Carnival plc and certain of the
Issuer's and Carnival plc's subsidiaries that own or operate the Company's
vessels and material intellectual property. In the future, each of the Issuer's
and Carnival plc's subsidiaries (other than immaterial subsidiaries) that
guarantees certain other indebtedness of the Issuer, Carnival plc or any other
guarantor, including, in each case, indebtedness in an aggregate principal
amount in excess of
The New Notes and the related guarantees are secured by first-priority security
interests in the collateral, which generally includes (i) 78 of the vessels
including assignments of insurance claims and earnings in respect of such
vessels; (ii) the material intellectual property, which in case of each of (i)
and (ii) were owned or controlled by the Issuer and the guarantors as of the
date the 2023 Notes were issued and are still owned or operated by the Issuer
and the guarantors as of
Prior to
2
together with accrued and unpaid interest, if any, to, but not including, the
redemption date, if the Issuer or any guarantor would have to pay any additional
amounts on the New 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
The Indenture contains covenants that limit the ability of the Issuer, Carnival
plc and their restricted subsidiaries to, among other things: (i) incur
additional indebtedness or issue certain preferred shares; (ii) make dividend
payments on or make other distributions in respect of their capital stock or
make other restricted payments; (iii) make certain investments; (iv) sell
certain assets; (v) create liens on assets; (vi) consolidate, merge, sell or
otherwise dispose of all or substantially all of their assets; and (vii) enter
into certain transactions with their affiliates. These covenants are subject to
a number of important limitations and exceptions. Many of the covenants
contained in the Indenture will "fall away" permanently and will no longer apply
to the Company if, on any date following
If on any date following
The Indenture sets forth certain events of default after which the New Notes may be declared immediately due and payable and sets forth certain types of . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 relating to the New Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
3 Item 8.01 Other Events.
On
Forward Looking Statements
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, 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," "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:
• Pricing •Goodwill , ship and trademark fair values • Booking levels • Liquidity and credit ratings • Occupancy • Adjusted earnings per share • Interest, tax and fuel • Return to guest cruise operations expenses • Currency exchange rates • Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations • Estimates of ship depreciable lives and residual values
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:
º 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, reputation, litigation, cash flows, liquidity, and stock price; º As a result of the COVID-19 outbreak, we may be out of compliance with one or more maintenance covenants in certain of our debt facilities, with the next testing date ofNovember 30, 2022 ; º World events impacting the ability or desire of people to travel have and may continue to lead to a decline in demand for cruises; 4 º Incidents concerning our ships, guests or the cruise vacation industry as well as adverse weather conditions and other natural disasters have in the past and may, in the future, impact the satisfaction of our guests and crew and lead to reputational damage; º 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 have in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties, and reputational damage; º 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, including the recent ransomware incidents, and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and may lead to reputational damage; º 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; º Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs; º Fluctuations in foreign currency exchange rates may adversely impact our financial results; º Overcapacity and competition in the cruise and land-based vacation industry may lead to a decline in our cruise sales, pricing and destination options; º Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests; and º the risk factors included inCarnival Corporation's and Carnival plc's Annual Report on Form 10-K filed with theSEC onJanuary 26, 2021 andCarnival Corporation's and Carnival plc's Quarterly Reports on Form 10-Q filed with theSEC onApril 7, 2021 andJune 28, 2021 .
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press release ofCarnival Corporation and Carnival plc datedJuly 21, 2021 (relating to the pricing of the New Notes Offering). 99.2 Press release ofCarnival Corporation and Carnival plc datedJuly 26, 2021 (relating to the closing of the New Notes Offering). 104 Exhibit 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). 5
© Edgar Online, source