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) July 6, 2021
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| 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.) |
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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 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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. |
| 1.875% Senior Notes due 2022 | | CUK22 | | New York Stock Exchange LLC |
| 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 company ☐
If an emerging growth company, indicate by check mark if the registrant has 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. ☐
On July 6, 2021, Carnival Corporation and Carnival plc (together, the “Company,” “we,” “us,” or “our”) issued a press release announcing that Carnival Corporation has commenced a cash tender offer (the “Tender Offer”) to purchase up to $2,004 million of its outstanding 11.500% First Priority Senior Secured Notes due 2023 (the “Notes”) and a solicitation of consents (the “Consent Solicitation”) to amend certain provisions of the indenture governing the Notes (the “Proposed Amendments”) so that such provisions more closely align and conform with those under our Term Loan Agreement, dated as of June 30, 2020, as amended by Amendment No. 1 dated December 3, 2020 and Amendment No. 2 dated June 30, 2021, and the indentures governing our other outstanding secured and unsecured notes. The Tender Offer and Consent Solicitation are subject to, and conditioned upon, among other things, a financing condition and the receipt of consents of holders of Notes of at least a majority in principal amount of the Notes then outstanding to the Proposed Amendments. The financing condition may be satisfied by an offering of new first priority secured notes or such other financing, which may, in either case, be consummated on terms satisfactory to us in our sole discretion. The conditions may be asserted by us, in our sole discretion, in relation to either of the Tender Offer or the Consent Solicitation or both of them.
The information contained in this Current Report on Form 8-K does not constitute an offer to purchase the Notes and is not an offer to sell or a solicitation of an offer to buy any new notes. Any new notes are not expected to be registered under the U.S. federal securities laws or the securities laws of any state and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended, and applicable laws of other jurisdictions.
Holders of the Notes should refer to the Company’s Offer to Purchase and Consent Solicitation dated July 6, 2021, available from Global Bondholder Services Corporation, the tender, tabulation and information agent for the Tender Offer and Consent Solicitation.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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 |
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| 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: | July 6, 2021 | | Date: | July 6, 2021 |
