CCL Carnival Corp

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 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) January 13, 2025

 

Carnival Corporation		Carnival plc
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)
Republic of Panama		England and Wales
(State or other jurisdiction of incorporation)		(State or other jurisdiction of incorporation)
001-9610		001-15136
(Commission File Number)		(Commission File Number)
59-1562976		98-0357772
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)
3655 N.W. 87th Avenue Miami, Florida 33178-2428		Carnival House, 100 Harbour Parade, Southampton SO15 1ST, United Kingdom
(Address of principal executive offices) (Zip code)		(Address of principal executive offices) (Zip code)
(305) 599-2600		011 44 23 8065 5000
(Registrant’s telephone number, including area code)		(Registrant’s telephone number, including area code)
None		None
(Former name or former address, if changed since last report.)		(Former name or former address, if changed since last report.)

 

CIK	0001125259
Amendment Flag	False

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

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($0.01 par value)		CCL		New York Stock Exchange, Inc.
Ordinary Shares each represented by American Depositary Shares ($1.66 par value), Special Voting Share, GBP 1.00 par value and Trust Shares of beneficial interest in the P&O Princess Special Voting Trust		CUK		New York Stock Exchange, Inc.
1.000% Senior Notes due 2029		CUK29		New York Stock Exchange LLC

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 companies ☐

If emerging growth companies, indicate by check mark if the registrants have 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. ☐

 

 

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

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.

Item 9.01

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

 

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

 

 

 

 

 

EXHIBIT 99.1

 

Carnival Corporation & plc Announces Repricing of Senior Secured First Lien Term Loan B Facilities as Part of Ongoing Interest Expense Reduction

 

 

MIAMI, January 13, 2025 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced that Carnival Corporation (the “Company”) has closed its repricing of approximately $700 million of term loans (such repriced loans, the “2027 Repriced Loans”) under its first-priority senior secured term loan facility maturing in 2027 and approximately $1.75 billion of term loans (such repriced loans, the “2028 Repriced Loans”) under its first-priority senior secured term loan facility maturing in 2028 (together, the “Repricing Transactions”).

 

The Repricing Transactions are a continuation of the Company’s ongoing interest expense reduction. The reduction in interest rates is expected to result in interest expense savings of approximately $18 million on an annualized basis.

 

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%.

 

About Carnival Corporation & plc

 

Carnival Corporation & plc is the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises (Australia), P&O Cruises (UK), Princess Cruises, and Seabourn.

 

 

Cautionary Note Concerning Forward-Looking Statements

 

Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this press release as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this press release 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,” “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:

 

·

Interest, tax and fuel expenses

·

Liquidity and credit ratings

·

The transactions described herein

 

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. These factors include, but are not limited to, the following:

 

·

Events and conditions around the world, including geopolitical uncertainty, war and other military actions, pandemics, inflation, higher fuel prices, higher interest rates and other general concerns impacting the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts on our financial condition and operations.

·

Incidents concerning our ships, guests or the cruise industry may negatively impact the satisfaction of our guests and crew and lead to reputational damage.

·

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-money laundering, anti-corruption, economic sanctions, trade protection, labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines, penalties and reputational damage.

·

Factors associated with climate change, including evolving and increasing regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could have a material impact on our business.

·

Inability to meet or achieve our targets, goals, aspirations, initiatives, and our public statements and disclosures regarding them, including those related to sustainability matters, may expose us to risks that may adversely impact our business.

·

Cybersecurity incidents and data privacy breaches, as well as disruptions and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments in technology have adversely impacted and may in the future materially adversely impact our business operations, the satisfaction of our guests and crew and may lead to fines, penalties and reputational damage.

·

The loss of key team members, our inability to recruit or retain qualified shoreside and shipboard team members and increased labor costs could have an adverse effect on our business and results of operations.

·

Increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs.

·

We rely on suppliers who are integral to the operations of our businesses. These suppliers and service providers may be unable to deliver on their commitments, which could negatively impact our business.

·

Fluctuations in foreign currency exchange rates may adversely impact our financial results.

·

Overcapacity and competition in the cruise and land-based vacation industry may negatively impact our cruise sales, pricing and destination options.

·

Inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests.

·

We require a significant amount of cash to service our debt and sustain our operations. Our ability to generate cash depends on many factors, including those beyond our control, and we may not be able to generate cash required to service our debt and sustain our operations.

·

Our substantial debt could adversely affect our financial health and operating flexibility.

·

The risk factors included in Carnival Corporation’s and Carnival plc’s Annual Report on Form 10-K filed with the SEC on January 26, 2024.

 

The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood. Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt balance incurred during the pause of our guest cruise operations.

 

 

There may be additional risks that we consider immaterial or which are unknown.

 

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.

 

Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals (including climate change and environmental-related matters). In addition, historical, current, and forward-looking sustainability- and climate-related statements may be based on standards and tools for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions and predictions that are subject to change in the future and may not be generally shared.

 

SOURCE Carnival Corporation & plc

Carnival Corporation & plc Media Contact: Jody Venturoni, Carnival Corporation, jventuroni@carnival.com, (469) 797-6380

Carnival Corporation & plc Investor Relations Contact: Beth Roberts, Carnival Corporation, eroberts@carnival.com, (305) 406-4832

 

v3.24.4

Cover	Jan. 13, 2025
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 13, 2025
Entity File Number	001-9610
Entity Registrant Name	Carnival Corporation
Entity Central Index Key	0000815097
Entity Tax Identification Number	59-1562976
Entity Incorporation, State or Country Code	R1
Entity Address, Address Line One	3655 N.W. 87th Avenue
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33178-2428
City Area Code	305
Local Phone Number	599-2600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	CCL
Security Exchange Name	NYSE
Carnival PLC
Entity Information [Line Items]
Entity File Number	001-15136
Entity Registrant Name	Carnival plc
Entity Central Index Key	0001125259
Entity Tax Identification Number	98-0357772
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	Carnival House
Entity Address, Address Line Two	100 Harbour Parade
Entity Address, City or Town	Southampton
Entity Address, Country	GB
Entity Address, Postal Zip Code	SO15 1ST
City Area Code	011
Local Phone Number	44 23 8065 5000
Carnival PLC | Ordinary Shares
Entity Information [Line Items]
Title of 12(b) Security	Ordinary Shares each represented by American Depositary Shares ($1.66 par value)
Trading Symbol	CUK
Security Exchange Name	NYSE
Carnival PLC | 1.000% Senior Notes due 2029
Entity Information [Line Items]
Title of 12(b) Security	1.000% Senior Notes due 2029
Trading Symbol	CUK29
Security Exchange Name	NYSE

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