8-KOther Events

CARNIVAL CORP 8-K Report (May 23, 2003)

Filed May 23, 2003For Securities:CCL

Summary

Carnival Corporation and Carnival plc filed a Form 8-K on May 23, 2003, reporting on a consent solicitation for holders of Carnival plc's £200,000,000 7.125% Guaranteed Notes due 2012. The primary purpose of this solicitation is to amend the terms of these notes to align them with the recent implementation of a Dual Listed Company (DLC) structure between Carnival Corporation and Carnival plc, which occurred on April 17, 2003. In exchange for their consent, noteholders are being offered the benefit of a guarantee from Carnival Corporation on Carnival plc's obligations under the notes. This extension of Carnival Corporation's Deed of Guarantee aims to provide additional security and reflect the integrated nature of the DLC structure. A meeting of noteholders is scheduled for June 16, 2003, to consider these proposed amendments.

Key Highlights

  • 1Carnival plc initiated a consent solicitation for its £200 million 7.125% Guaranteed Notes due 2012.
  • 2The solicitation aims to amend the notes' terms to reflect the recent implementation of the Dual Listed Company (DLC) structure.
  • 3Carnival Corporation is offering to guarantee Carnival plc's obligations under these notes as an incentive for consent.
  • 4The guarantee from Carnival Corporation is an extension of its Deed of Guarantee executed in connection with the DLC structure.
  • 5The meeting for noteholders to consider these amendments is scheduled for June 16, 2003.
  • 6Securities offered in the solicitation are not registered under the Securities Act of 1933 and are subject to restrictions on U.S. sales.

Frequently Asked Questions

The main reason is to amend the terms of its £200,000,000 7.125% Guaranteed Notes due 2012 to reflect the implementation of the Dual Listed Company (DLC) structure between Carnival Corporation and Carnival plc, which became effective on April 17, 2003. This also includes making other technical amendments.

Carnival Corporation is offering to guarantee Carnival plc's obligations under the Notes by extending the benefit of Carnival Corporation's Deed of Guarantee to these specific notes. This provides additional assurance to noteholders.

A meeting of the holders of the Notes to consider the proposed amendments is scheduled for June 16, 2003.

No, any securities offered in the consent solicitations are not and have not been registered under the Securities Act of 1933. They may not be offered or sold in the United States absent registration or an applicable exemption, and will not be offered or sold to U.S. persons or residents in the U.S.