(Exact name of registrant as specified in its charter) |
(Exact name of registrant as specified in its charter) | |
Republic of |
||
(State or other jurisdiction of incorporation) |
(State or other jurisdiction of incorporation) | |
(Commission File Number) |
(Commission File Number) | |
(I.R.S. Employer Identification No.) |
(I.R.S. Employer Identification No.) | |
|
| |
(Address of principal executive offices) (Zip code) |
(Address of principal executive offices) (Zip code) | |
(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.) |
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)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Item 8.01 |
Other Events. |
• Net revenue yields |
• Net cruise costs, excluding fuel per available lower berth day | |||
• Booking levels |
• Estimates of ship depreciable lives and residual values | |||
• Pricing and occupancy |
• Goodwill, ship and trademark fair values | |||
• Interest, tax and fuel expenses |
• Liquidity | |||
• Currency exchange rates |
• Adjusted earnings per share | |||
• Impact of the COVID-19 coronavirus global pandemic on our financial condition and results of operations |
• | COVID-19 has had, and is expected to continue to have, a significant impact on our financial condition and operations, which impacts our ability to obtain acceptable financing to fund resulting reductions in cash from operations. The current, and uncertain future, impact of the COVID-19 outbreak, including its effect on the ability or desire of people to travel (including on cruises), is expected to continue to impact our results, operations, outlooks, plans, goals, growth, reputation, litigation, cash flows, liquidity, and stock price; |
• | as a result of the COVID-19 outbreak, we may be out of compliance with a maintenance covenant in certain of our debt facilities, for which we have waivers for the period through March 31, 2021 with the next testing date of May 31, 2021; |
• | world events impacting the ability or desire of people to travel may lead to a decline in demand for cruises; |
• | incidents concerning our ships, guests or the cruise vacation industry as well as adverse weather conditions and other natural disasters may 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 operate, such as those relating to health, environment, safety and security, data privacy and protection, anti-corruption, economic sanctions, trade protection and tax may lead to litigation, enforcement actions, fines, penalties and reputational damage; |
• | breaches in data security and lapses in data privacy as well as disruptions and other damages to our principal offices, information technology operations and system networks, including the recent ransomware incident, and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and lead to reputational damage; |
• | ability to recruit, develop and retain qualified shipboard personnel who live away from home for extended periods of time may adversely impact our business operations, guest services and satisfaction; |
• | increases in fuel prices, changes in the types of fuel consumed and availability of fuel supply may adversely impact our scheduled itineraries and costs; |
• | fluctuations in foreign currency exchange rates may adversely impact our financial results; |
• | overcapacity and competition in the cruise and land-based vacation industry may lead to a decline in our cruise sales, pricing and destination options; |
• | geographic regions in which we try to expand our business may be slow to develop or ultimately not develop how we expect; and |
• | inability to implement our shipbuilding programs and ship repairs, maintenance and refurbishments may adversely impact our business operations and the satisfaction of our guests. |
Item 9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits |
Exhibit No. |
Description | |
1.1 | Equity Distribution Agreement, dated as of September 15, 2020, among Carnival Corporation, Carnival plc and the financial institutions named therein. | |
5.1 | Opinion of Tapia, Linares y Alfaro. | |
5.2 | Opinion of Maples and Calder. | |
5.3 | Opinion of Freshfields Bruckhaus Deringer LLP. | |
104 | Exhibit 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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: | September 15, 2020 | Date: | September 15, 2020 |