Carnival Corp Files 8-K on Definitive Agreement

TL;DR

Carnival Corp just filed an 8-K - looks like a big deal and a new debt obligation.

AI Summary

Carnival Corporation filed an 8-K on January 13, 2025, disclosing the entry into a material definitive agreement and a direct financial obligation. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This filing indicates Carnival Corp has entered into a significant agreement and incurred a financial obligation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and a direct financial obligation, which inherently carry financial risks and require further analysis.

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
• $700 million — ricing Amendment repriced approximately $700 million of first-priority senior secured term l
• $1.75 billion — ricing Amendment repriced approximately $1.75 billion of first-priority senior secured term l

Filing Documents

• eh250577194_8k.htm (8-K) — 45KB
• eh250577194_ex9901.htm (EX-99.1) — 23KB
• company_logo.jpg (GRAPHIC) — 9KB
• 0000950142-25-000085.txt ( ) — 324KB
• ccl-20250113.xsd (EX-101.SCH) — 4KB
• ccl-20250113_def.xml (EX-101.DEF) — 28KB
• ccl-20250113_lab.xml (EX-101.LAB) — 37KB
• ccl-20250113_pre.xml (EX-101.PRE) — 26KB
• eh250577194_8k_htm.xml (XML) — 9KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Repricing Amendments On January 13, 2025, Carnival Corporation (the "Company") entered into (x) the Repricing Amendment No. 2 (the "2027 Repricing Amendment") to the Term Loan Agreement dated August 8, 2023 (as amended to the date hereof, the "2027 Term Loan Credit Agreement"), among the Company and Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and (y) the Repricing Amendment No. 7 (the "2028 Repricing Amendment", and together with the 2027 Repricing Amendment, the "Repricing Amendments") to the Term Loan Agreement dated as of June 30, 2020 (as amended to the date hereof, the "2028 Term Loan Credit Agreement"), among the Company and Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The 2027 Repricing Amendment repriced approximately $700 million of first-priority senior secured term loans maturing in 2027 (the "2027 Repriced Loans") under the 2027 Term Loan Credit Agreement and the 2028 Repricing Amendment repriced approximately $1.75 billion of first-priority senior secured term loans maturing in 2028 (the "2028 Repriced Loans") under the 2028 Term Loan Credit Agreement Credit Agreement. The 2027 Repriced Loans and the 2028 Repriced Loans bear interest at a rate per annum equal to SOFR with a 0.75% floor, plus a margin equal to 2.00%. J.P. Morgan acted as lead arranger, joint bookrunner and sole global coordinator for the marketing of the 2027 Repriced Loans and the 2028 Repriced Loans. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in

01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03

Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 13, 2025, the Company issued a press release announcing the entry into the Repricing Amendments. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 (including Exhibit 99.1) 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, 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.

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release of Carnival Corporation and Carnival plc dated January 13, 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: January 13, 2025 Date: January 13, 2025