Carnival PLC Enters Material Definitive Agreement

TL;DR

Carnival PLC inked a new deal, expect financial obligations.

AI Summary

Carnival PLC, a subsidiary of Carnival Corporation, entered into a material definitive agreement on February 7, 2025. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This filing signifies a significant new agreement for Carnival PLC, potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — The nature of the material definitive agreement and its financial implications are not fully detailed, introducing some uncertainty.

Key Players & Entities

• Carnival PLC (company) — Filer
• Carnival Corporation (company) — Parent Company
• P&O Princess Cruises PLC (company) — Former Company Name
• Carnival Cruise Lines Inc (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock ($0.01 par value) CCL New York Stock Excha
• $1.66 — resented by American Depositary Shares ($1.66 par value) Special Voting Share, GBP 1.
• $2.0 billion — vate offering (the "Notes Offering") of $2.0 billion aggregate principal amount of 6.125% se
• $2.03 billion — gether with cash on hand, to redeem the $2.03 billion 10.375% senior priority notes due 2028

Filing Documents

• eh250587971_8k.htm (8-K) — 48KB
• company_logo.jpg (GRAPHIC) — 9KB
• eh250587971_ex9901.htm (EX-99.1) — 24KB
• 0000950142-25-000285.txt ( ) — 331KB
• ccl-20250207.xsd (EX-101.SCH) — 4KB
• ccl-20250207_def.xml (EX-101.DEF) — 28KB
• ccl-20250207_lab.xml (EX-101.LAB) — 37KB
• ccl-20250207_pre.xml (EX-101.PRE) — 26KB
• eh250587971_8k_htm.xml (XML) — 9KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture On February 7, 2025, Carnival Corporation (the "Company") closed its previously announced private offering (the "Notes Offering") of $2.0 billion aggregate principal amount of 6.125% senior unsecured notes due 2033 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of February 7, 2025 (the "Indenture"), among the Company, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Company used the net proceeds from the Notes Offering, together with cash on hand, to redeem the $2.03 billion 10.375% senior priority notes due 2028 (the "Senior Priority Notes") of Carnival Holdings (Bermuda) Limited. The Notes will mature on February 15, 2033 unless earlier redeemed or repurchased. Interest on the Notes will accrue from February 7, 2025 and is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2025, at a rate of 6.125% per year. The Notes are guaranteed on an unsecured basis by Carnival plc and certain of the Company's and Carnival plc's subsidiaries (the "Subsidiary Guarantors") that also guarantee the Company's existing first-priority secured indebtedness, certain of its unsecured notes and its convertible notes. In the future, each of the Company's and Carnival plc's subsidiaries that becomes an issuer, borrower, obligor or guarantor of certain other indebtedness for borrowed money of the Company, Carnival plc or any Subsidiary Guarantor will be required to guarantee the Notes, subject to certain exceptions. Prior to February 15, 2028, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a "make whole" premium and accrued and unpaid interest. On or after February 15, 2028, the Company may redeem the Notes at its option, in whole at any

01 Other Events

Item 7.01 Other Events. On February 7, 2025, the Company issued a press release announcing the closing of the Notes Offering. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein. The press release includes forward-looking statements. See "Cautionary Note Concerning Forward-Looking Statements" within the press release for additional information. The Company is furnishing the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release of Carnival Corporation and Carnival plc dated February 7, 2025. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

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. CARNIVAL CORPORATION CARNIVAL PLC By: /s/ David Bernstein By: /s/ David Bernstein Name: David Bernstein Name: David Bernstein Title: Chief Financial Officer and Chief Accounting Officer Title: Chief Financial Officer and Chief Accounting Officer Date: February 7, 2025 Date: February 7, 2025

View Full Filing

View this 8-K filing on SEC EDGAR