8-KOther EventsExhibits & Filings

CARNIVAL CORP 8-K Report, Corporate Update (Oct 20, 2021)

Filed October 20, 2021For Securities:CCL

Summary

Carnival Corporation & plc has announced the pricing of a $2.0 billion offering of Senior Unsecured Notes due 2029. These notes carry a 6.000% interest rate, payable semi-annually, and are callable starting November 1, 2024. The company intends to use the net proceeds primarily for scheduled debt repayments in 2022 and general corporate purposes, including financing or refinancing costs related to its fleet, such as purchase prices, rental payments, and ready-for-sea costs, especially where not covered by export credit facilities. This financing is a significant event for Carnival as it addresses upcoming debt obligations and provides capital for fleet maintenance and improvements. Investors should note that these notes are unsecured and were offered to qualified institutional buyers and non-U.S. investors, with no current registration under the Securities Act. The company has also reiterated its forward-looking statements, cautioning about the numerous risks and uncertainties, notably the ongoing impact of the COVID-19 pandemic, which continues to affect the travel industry and Carnival's financial condition and operations.

Key Highlights

  • 1Carnival Corporation priced a $2.0 billion offering of 6.000% Senior Unsecured Notes due May 1, 2029.
  • 2The notes will pay interest semi-annually, beginning May 1, 2022.
  • 3The Senior Unsecured Notes are callable by the company starting November 1, 2024.
  • 4Proceeds will be used for scheduled debt payments in 2022 and general corporate purposes, including fleet-related expenditures.
  • 5The notes are unsecured, meaning they are not backed by specific company assets.
  • 6The offering was conducted through private placements to qualified institutional buyers and non-U.S. investors.
  • 7Carnival reiterates caution regarding forward-looking statements, emphasizing risks like the ongoing impact of COVID-19.

Frequently Asked Questions

Carnival Corporation intends to use the proceeds from this offering primarily to make scheduled principal payments on its debt during 2022 and for general corporate purposes. This includes financing or refinancing costs related to its vessels, such as purchase prices, rental payments, and operational readiness expenses, particularly for costs not covered by existing export credit facilities.

The notes are Senior Unsecured Notes, meaning they are not secured by any specific collateral. In the event of default or bankruptcy, holders of these notes would be general creditors.

The notes were offered privately to persons reasonably believed to be qualified institutional buyers in the U.S. (under Rule 144A) and to non-U.S. investors outside the United States (under Regulation S). They were not registered under the Securities Act.

Carnival emphasizes the significant ongoing impact of the COVID-19 pandemic on its financial condition and operations. Other highlighted risks include potential declines in travel demand due to world events, incidents affecting ships or guests, changes in regulations, data security breaches, challenges in staffing, fuel price fluctuations, foreign currency exchange rates, industry overcapacity and competition, and difficulties in executing shipbuilding or maintenance programs. The company also refers to risks detailed in its previous SEC filings.