Item 8.01 Other Events.
On
The Equity Offering was registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a registration statement on Form S-3ASR
(File Nos. 333-252433 and 333-252433-01) (the "Registration Statement") filed
with the
The Company expects to use the net proceeds from the Equity Offering for general corporate purposes, which could include addressing 2023 debt maturities.
In connection with the Equity Offering, on
The foregoing description does not purport to be a complete statement of the parties' rights and obligations under the Underwriting Agreement, and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference into this report.
The legality opinions of Tapia,
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy shares of Carnival Corporation common stock or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Cautionary Note Concerning Factors That May Affect Future Results
Carnival Corporation and
Forward-looking statements include those statements that relate to our outlook and financial position including, but not limited to, statements regarding:
· Pricing ·Goodwill , ship and trademark fair values · Booking levels · Liquidity and credit ratings · Occupancy · Adjusted earnings per share
· Interest, tax and fuel expenses · Return to guest cruise operations · Currency exchange rates
· Impact of the COVID-19 coronavirus · Estimates of ship depreciable global pandemic on our financial lives and residual values condition and results of operations
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. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, COVID-19. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown. These factors include, but are not limited to, the following:
· COVID-19 has had, and is expected to continue to have, a significant impact on
our financial condition and operations. The current, and uncertain future, impact of COVID-19, 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, reputation, litigation, cash flows, liquidity, and stock price;
· events and conditions around the world, including war and other military
actions, such as the current invasion ofUkraine , heightened inflation and other general concerns impacting the ability or desire of people to travel, have led, and may in the future lead, to a decline in demand for cruises, impacting our operating costs and profitability;
· incidents concerning our ships, guests or the cruise vacation industry have in
the past and may, in the future, 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 have in the past and may, in the future, lead to litigation, enforcement actions, fines, penalties and reputational damage;
· factors associated with climate change, including evolving and increasing
regulations, increasing global concern about climate change and the shift in climate conscious consumerism and stakeholder scrutiny, and increasing frequency and/or severity of adverse weather conditions could adversely affect our business;
· inability to meet or achieve our sustainability related goals, aspirations,
initiatives, and our public statements and disclosures regarding them, may expose us to risks that may adversely impact our business;
· 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 and failure to keep pace with developments in technology may adversely impact our business operations, the satisfaction of our guests and crew and may lead to reputational damage;
· the loss of key employees, our inability to recruit or retain qualified
shoreside and shipboard employees 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 of fuel supply may adversely impact our scheduled itineraries and costs;
· we rely on supply chain vendors who are integral to the operations of our
businesses. These vendors and service providers are also affected by COVID-19 and may be unable to deliver on their commitments which could impact our business;
· 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;
· inability to implement our shipbuilding programs and ship repairs, maintenance
and refurbishments may adversely impact our business operations and the satisfaction of our guests; and
· the risk factors included in Carnival Corporation's and
Report on Form 10-K filed with theSEC onJanuary 27, 2022 and Carnival Corporation's andCarnival plc's Quarterly Reports on Form 10-Q filed with theSEC onMarch 28, 2022 andJune 29, 2022 .
The ordering of the risk factors set forth above is not intended to reflect our indication of priority or likelihood.
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-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as ofJuly 20, 2022 , by and between the Company andGoldman Sachs & Co. LLC . 5.1 Opinion ofTapia Linares y Alfaro . 5.2 Opinion ofMaples and Calder . 5.3 Opinion ofAshurst LLP . 104 Exhibit 104 Cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
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