CARNIVAL CORP — Capital/Financing Update 2025

Jan 28, 2025

Field: Rule-Page

Field: /Rule-Page

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.)

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. ☐

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 7.01 Regulation FD.

On January 28, 2025, Carnival Corporation & plc issued a press release announcing that Carnival Corporation (the “Company”) commenced a private offering (the “Notes Offering”) of new senior unsecured notes in an aggregate principal amount of $2.0 billion, expected to mature in 2033 (the “Notes”), to refinance the $2.03 billion 10.375% Senior Priority Notes due 2028 (the “Senior Priority Notes”) of Carnival Holdings (Bermuda) Limited (“Carnival Bermuda”).

On January 28, 2025, Carnival Bermuda issued a conditional notice of redemption for the entire outstanding principal amount of the Senior Priority Notes to be redeemed on February 7, 2025 at a redemption price equal to 100.0% of the principal amount of the Senior Priority Notes to be redeemed, plus an applicable “make-whole” premium and accrued and unpaid interest to, but excluding, the redemption date. The redemption is conditioned on the closing of the Notes Offering.

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. Neither this current report nor the press release constitutes a notice of redemption with respect to the Senior Priority Notes.

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

Exhibit No.	Description
99.1	Press release of Carnival Corporation and Carnival plc dated January 28, 2025
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

Field: Page; Sequence: 4

Field: /Page

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 — By:	/s/ David Bernstein	CARNIVAL PLC — 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

Field: Page; Sequence: 5; Options: Last

Field: /Page

Field: Set; Name: xdx; ID: xdx_08B_extensions eJx1kdFugjAUhp/Adzgh2Z3R0sTMcafozDJ0BM2y2w6OsxFaclrcfKS95WrR7WJAmgA53//9LQTBMFjpR1kiwds8S2CHVV0Ki5DhHglVjo6In54jcPcMP6SxJJT1r7dgrF0GXWYyCplwA4+epMEigpCNWTjmIbBpxDik62Bwmcda7WWBykpRglAFpKRrkmgFnVvDTnxppauzr3pFMlIrpxuxdvwNnIUcNvokPjUdDSRJHAyG/hoEK9JNfalpjNUVLEusXJdpo3/LbyX3TLTF3MkZ26KSmjbaolk0yBl/WGP1juRIxrgrnV134Ok7aHnwASgahEukzz+9n/zz816/o7v9vMP/QoVU7uttD4LQLEV+yLB2T+7cWMzPswpJ5kItsNZG2l+wp/xmg5bq6HN/vdJqa3V+ZCMWpoJeRdlgj6+lweNdMkFKnkSZJnGf4EqAQ26CHwomy9A=