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 28, 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. ☐
On January 28, 2025, Carnival Corporation & plc issued a press release announcing that Carnival Corporation (the “Company”) has priced a private offering of $2.0 billion aggregate principal amount of 6.125% senior unsecured notes due 2033. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Such press release includes forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements” within the press release for additional information.
The Company is furnishing the information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, to comply with Regulation FD. Such information 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 (the “Securities Act”), 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
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 28, 2025 | | Date: January 28, 2025 |
