8-KMaterial AgreementsFinancial EventsRegulation FD+1

CARNIVAL CORP 8-K Report, Material Agreement (Mar 1, 2023)

Filed March 1, 2023For Securities:CCL

Summary

Carnival Corporation & plc announced on March 1, 2023, the entry into a new $2.1 billion forward-starting multi-currency revolving credit agreement for its subsidiary, Carnival Holdings (Bermuda) II Limited. This new facility, effective August 6, 2024, will replace the existing credit agreement upon its expiration and includes an accordion feature allowing for potential expansion up to $2.9 billion. The facility aims to provide general liquidity and working capital, supporting commercial paper programs and other financing needs. Notably, the new credit agreement introduces an emissions-linked margin adjustment, incentivizing the company to meet certain carbon emission goals. The terms are largely similar to the existing facility, with cross-guarantees from Carnival Corporation and Carnival plc, and the pledge of three unencumbered vessels as collateral. The agreement underscores Carnival's commitment to managing its liquidity and potentially incorporating sustainability targets into its financing arrangements.

Key Highlights

  • 1Carnival entered into a new $2.1 billion forward-starting multi-currency revolving credit agreement effective August 6, 2024, replacing the existing facility.
  • 2The new facility has an accordion feature, allowing for potential expansion of commitments up to an aggregate of $2.9 billion.
  • 3Borrowings will be based on SOFR, EURIBOR, or SONIA, plus a margin tied to Carnival Corporation's credit ratings.
  • 4A key feature is an emissions-linked margin adjustment, linking the interest rate to the achievement of annual carbon emission goals.
  • 5The facility will be used for general liquidity, working capital, and to support commercial paper programs.
  • 6Carnival Corporation and Carnival plc, along with certain subsidiaries, have provided guarantees for the obligations under the new facility.
  • 7Three unencumbered vessels will be contributed to the subsidiary for the new facility.

Frequently Asked Questions

The new credit facility is intended to provide general liquidity and working capital for Carnival Corporation & plc. It will also support the company's commercial paper programs, swingline facilities, letters of credit, and bonding facilities.

The new credit facility is effective and may be utilized starting August 6, 2024, and will replace the existing facility at that time. It will expire on August 6, 2025, with two one-year extension options available.

This is a feature where the interest rate margin applied to borrowings under the facility may be adjusted based on Carnival Corporation's performance in achieving specific agreed-upon annual carbon emission goals. This incentivizes the company to meet its sustainability targets.

Carnival Corporation and Carnival plc have each guaranteed the obligations of certain of their respective subsidiaries. Additionally, cross-guarantees exist between Carnival Corporation and Carnival plc. Three unencumbered vessels will also be contributed to the subsidiary managing the facility as collateral.