Carnival Corp Files 8-K on Material Agreement

TL;DR

Carnival Corp signed a big deal, new debt incoming.

AI Summary

Carnival Corporation filed an 8-K on April 25, 2024, reporting the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also includes other events and financial statements/exhibits, but specific details of the agreement or obligation are not provided in this excerpt.

Why It Matters

This filing indicates Carnival Corp has entered into a significant new contract or financial commitment, which could impact its future financial performance and operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, suggesting potential new debt or financial commitments that could carry risks.

Key Players & Entities

• CARNIVAL CORP (company) — Filer
• CARNIVAL PLC (company) — Filer
• CARNIVAL CRUISE LINES INC (company) — Former Company Name
• P&O PRINCESS CRUISES PLC (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 billion — ricing Amendment reprices approximately $1 billion of first-priority senior secured term l
• $1.75 billion — ricing Amendment reprices approximately $1.75 billion of first-priority senior secured term l

Filing Documents

• eh240474090_8k.htm (8-K) — 48KB
• eh240474090_ex9901.htm (EX-99.1) — 27KB
• company_logo.jpg (GRAPHIC) — 9KB
• 0000950142-24-001201.txt ( ) — 333KB
• ccl-20240425.xsd (EX-101.SCH) — 4KB
• ccl-20240425_def.xml (EX-101.DEF) — 28KB
• ccl-20240425_lab.xml (EX-101.LAB) — 37KB
• ccl-20240425_pre.xml (EX-101.PRE) — 26KB
• eh240474090_8k_htm.xml (XML) — 9KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture On April 25, 2024, Carnival Corporation (the "Company") closed its previously announced private offering (the "Notes Offering") of 500 million aggregate principal amount of 5.750% senior unsecured notes due 2030 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of April 25, 2024 (the "Indenture"), among the Company, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Company will use the net proceeds from the Notes Offering, together with cash on hand, to redeem its 500 million 7.625% senior unsecured notes due 2026 (the "2026 Euro Unsecured Notes"). The condition to completion of the redemption of the 2026 Euro Unsecured Notes was satisfied upon closing of the Notes Offering, and the redemption will occur on April 26, 2024. The Notes will mature on January 15, 2030 unless earlier redeemed or repurchased. Interest on the Notes will accrue from April 25, 2024 and is payable annually in arrears on January 15 of each year, beginning on January 15, 2025, at a rate of 5.750% 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 October 15, 2029, 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

01 Other Events

Item 8.01 Other Events . On April 25, 2024, the Company issued a press release announcing the closing of the Notes Offering and the entry into the Repricing Amendments. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein. Neither this current report nor the press release constitutes a notice of redemption with respect to the 2026 Euro Unsecured Notes.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits . (d) Exhibits Exhibit No. Description 99.1 Press release of Carnival Corporation and Carnival plc dated April 25, 2024. 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: April 25, 2024 Date: April 25, 2024