8-K
CARNIVAL PLC (CUK)
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)May 21, 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<br><br> <br>Miami, Florida 33178-2428 | Carnival House, 100 Harbour Parade,<br><br> <br>Southampton SO15 1ST, United Kingdom |
| (Address of principal executive offices)<br><br> <br>(Zip code) | (Address of principal executive offices)<br><br> <br>(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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
Indenture
On May 21, 2025, Carnival Corporation (the “Company”) closed its previously announced private offering (the “Notes Offering”) of $1.0 billion aggregate principal amount of 5.875% senior unsecured notes due 2031 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of May 21, 2025 (the “Indenture”), among the Company, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The Company will use the net proceeds from the Notes Offering to redeem the Company’s $993 million 7.625% senior unsecured notes due 2026 (the “2026 Unsecured Notes”). The condition to completion of the redemption of the 2026 Unsecured Notes was satisfied upon closing of the Notes Offering, and the redemption will occur on May 22, 2025.
The Notes will mature on June 15, 2031 unless earlier redeemed or repurchased. Interest on the Notes will accrue from May 21, 2025 and is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2025, at a rate of 5.875% per year.
The Notes are guaranteed on a senior unsecured basis by Carnival plc and certain of the Company’s and Carnival plc’s subsidiaries (the “Subsidiary Guarantors”) that also guarantee certain of the Company’s existing first-priority secured indebtedness, certain of its unsecured notes and its convertible notes. In the future, each of the Company’s and Carnival plc’s subsidiaries that becomes an issuer, borrower, obligor or guarantor of certain other indebtedness for borrowed money of the Company, Carnival plc or any Subsidiary Guarantor will be required to guarantee the Notes, subject to certain exceptions.
Prior to March 15, 2031, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a “make whole” premium and accrued and unpaid interest. On or after March 15, 2031, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest.
The Indenture contains certain restrictions on liens, mergers, consolidations and transfers of substantially all of the Company’s or Carnival plc’s assets. Additionally, upon the occurrence of specified change of control triggering events, the Company will be required to offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest to the purchase date.
The Indenture sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default after which the Notes become automatically due and payable.
The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or to non-U.S. investors in reliance on Regulation S under the Securities Act. The Notes were not, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
|---|
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On May 21, 2025, the Company issued a press release announcing the closing of the Notes Offering. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein. Neither this
current report nor the press release constitutes a notice of redemption with respect to the 2026 Unsecured Notes. The 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 Item 7.01 of 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 (the “Exchange Act”), 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 or the Exchange Act, 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
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of Carnival Corporation and Carnival plc dated May 21, 2025. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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: May 21, 2025 | Date: May 21, 2025 |
EXHIBIT 99.1
Carnival Corporation & plcAnnounces Closing of $1.0 Billion 5.875% Senior Unsecured NotesOffering for Refinancing and Interest Expense Reduction
Transaction included full redemption of $993 million 7.625% Senior Unsecured Notes
MIAMI, May 21, 2025 /PRNewswire/ -- Carnival Corporation & plc (NYSE/LSE: CCL; NYSE: CUK) today announced that Carnival Corporation (the “Company”) has closed its previously announced private offering (the “Notes Offering”) of $1.0 billion aggregate principal amount of 5.875% senior unsecured notes due 2031 (the “Notes”). The Company will use the net proceeds from the Notes Offering to redeem the Company’s $993 million 7.625% senior unsecured notes due 2026 (the “2026 Unsecured Notes”). The condition to completion of the redemption of the 2026 Unsecured Notes was satisfied upon closing of the Notes offering, and the redemption will occur on May 22, 2025.
The Notes Offering and the redemption of the 2026 Unsecured Notes are a continuation of the Company’s strategy to reduce interest expense and manage its future debt maturities. The Company expects to reduce net interest expense by over $20 million through the scheduled maturity date of the 2026 Unsecured Notes as a result of the transaction and its partial redemption of $350 million of the 2026 Unsecured Notes earlier this year. In addition, the indenture that governs the Notes has investment grade-style covenants.
The Notes will pay interest semi-annually on June 15 and December 15 of each year, beginning on December 15, 2025, at a rate of 5.875% per year. The Notes will be unsecured and will mature on June 15, 2031. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by Carnival plc and certain of the Company’s and Carnival plc’s subsidiaries that also guarantee certain of our first-priority secured indebtedness, certain of our other unsecured notes and our convertible notes.
The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act.
The Notes were not, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to purchase the Notes or any other securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offering, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption with respect to the 2026 Unsecured Notes.
About Carnival Corporation & plc
Carnival Corporation & plc is the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines - AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises and Seabourn.
Cautionary Note Concerning Forward-Looking Statements
Carnival Corporation and Carnival plc and their respective subsidiaries are referred to collectively in this press release as “Carnival Corporation & plc,” “our,” “us” and “we.” Some of the statements, estimates or projections contained in this press release are “forward-looking statements” that involve risks, uncertainties and assumptions with respect to us, including some statements concerning the financing transactions described herein, future results, operations, outlooks, plans, goals, reputation, cash flows, liquidity and other events which have not yet occurred. These statements are intended to qualify for the safe harbors from liability provided by Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are statements that could be deemed forward-looking. These statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and the beliefs and assumptions of our management.
We have tried, whenever possible, to identify these statements by using words like “will,” “may,” “could,” “should,” “would,” “believe,” “depends,” “expect,” “goal,” “aspiration,” “anticipate,” “forecast,” “project,” “future,” “intend,” “plan,” “estimate,” “target,” “indicate,” “outlook,” and similar expressions of future intent or the negative of such terms.
Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:
| • | Interest, tax and fuel expenses |
|---|---|
| • | Liquidity and credit ratings |
| --- | --- |
| • | The transactions described herein |
| --- | --- |
Because forward-looking statements involve risks and uncertainties, there are many factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements. This note contains important cautionary statements of the known factors that we consider could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. These factors include, but are not limited to, the following:
| • | Events and conditions around the world, including geopolitical uncertainty,<br>war and other military actions, pandemics, inflation, higher fuel prices, higher interest rates and other general concerns impacting<br>the ability or desire of people to travel could lead to a decline in demand for cruises as well as have significant negative impacts<br>on our financial condition and operations. |
|---|---|
| • | Incidents concerning our ships, guests or the cruise industry may negatively<br>impact the satisfaction of our guests and crew and lead to reputational damage. |
| --- | --- |
| • | Changes in and non-compliance with laws and regulations under which we<br>operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-money laundering, anti-corruption,<br>economic sanctions, trade protection, labor and employment, and tax may be costly and lead to litigation, enforcement actions, fines,<br>penalties and reputational damage. |
| --- | --- |
| • | Factors associated with climate change, including evolving and increasing<br>regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny,<br>and increasing frequency and/or severity of adverse weather conditions could have a material impact on our business. |
| --- | --- |
| • | Inability to meet or achieve our targets, goals, aspirations, initiatives,<br>and our public statements and disclosures regarding them, including those related to sustainability matters, may expose us to risks that<br>may adversely impact our business. |
| --- | --- |
| • | Cybersecurity incidents and data privacy breaches, as well as disruptions<br>and other damages to our principal offices, information technology operations and system networks and failure to keep pace with developments<br>in technology have adversely impacted and may in the future materially adversely impact our business operations, the satisfaction of<br>our guests and crew and may lead to fines, penalties and reputational damage. |
| --- | --- |
| • | The loss of key team members, our inability to recruit or retain qualified<br>shoreside and shipboard team members and increased labor costs could have an adverse effect on our business and results of operations. |
| --- | --- |
| • | Increases in fuel prices, changes in the types of fuel consumed and availability<br>of fuel supply may adversely impact our scheduled itineraries and costs. |
| --- | --- |
| • | We rely on suppliers who are integral to the operations of our businesses.<br>These suppliers and service providers may be unable to deliver on their commitments, which could negatively impact our business. |
| --- | --- |
| • | Fluctuations in foreign currency exchange rates may adversely impact our<br>financial results. |
| --- | --- |
| • | Overcapacity and competition in the cruise and land-based vacation industry<br>may negatively impact our cruise sales, pricing and destination options. |
| --- | --- |
| • | Inability to implement our shipbuilding programs and ship repairs, maintenance<br>and refurbishments may adversely impact our business operations and the satisfaction of our guests. |
| --- | --- |
| • | We require a significant amount of cash to service our debt and sustain<br>our operations. Our ability to generate cash depends on many factors, including those beyond our control, and we may not be able to generate<br>cash required to service our debt and sustain our operations. |
| --- | --- |
| • | Our substantial debt could adversely affect our financial health and operating<br>flexibility. |
| --- | --- |
| • | The risk factors included in Carnival Corporation’s and Carnival<br>plc’s Annual Report on Form 10-K filed with the SEC on January 27, 2025. |
| --- | --- |
The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood. Additionally, many of these risks and uncertainties are currently, and in the future may continue to be, amplified by our substantial debt balance incurred during the pause of our guest cruise operations. There may be additional risks that we consider immaterial or which are unknown.
Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable law or any relevant stock exchange rules, we expressly disclaim any obligation to disseminate, after the date of this document, any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals (including climate change and environmental-related matters). In addition, historical, current, and forward-looking sustainability- and climate-related statements may be based on standards and tools for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions and predictions that are subject to change in the future and may not be generally shared.
SOURCE Carnival Corporation & plc
Carnival Corporation & plc Media Contact: Jody Venturoni, Carnival Corporation, jventuroni@carnival.com, (469) 797-6380
Carnival Corporation & plc Investor Relations Contact: Beth Roberts, Carnival Corporation, eroberts@carnival.com, (305) 406-4832