CARNIVAL PLC : Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.02 Unregistered Sales of Equity securities.

The information required by Item 3.02 regarding the sale of the 2024 Notes (as defined herein) and the issuance of Common Stock (as defined herein) upon conversion of the 2024 Notes is contained in Item 8.01 of this Current Report and is incorporated herein by reference.

Item 8.01 Other Events.

asset November 1, 2022Carnival Corporation (together with Carnival plc“Company”, “we”, “us” or “our”) closed its previously announced exchange of approx. 87 million dollars in aggregate principal amount of Carnival Corporation’s outstanding 5.75% Senior Convertible Notes due 2023 (the “2023 Notes”) for 87 million dollars in aggregate principal amount of Carnival Corporation’s new 5.75% convertible senior notes due 2024 (the “2024 Notes” and such exchange, the “Exchange”). The 2024 Notes have the same initial conversion price as the 2023 Notes, representing no dilution to stockholders at scheduled maturity versus the 2023 Notes, the same coupon and no upfront cost to the Company.

The 2024 Notes were issued pursuant to the Indenture dated as of August 22, 2022 (the “Indenture”), among Carnival Corporation, Carnival plcsubsidiary guarantors party to it and US Bank Trust Company, National Associationas trustee, amended by the first supplementary contract, dt November 1, 2022
(the “First Supplemental Agreement”). Previously released company 339 million dollars
aggregate principal amount of 5.75% Senior Convertible Notes due 2024 (the “Existing 2024 Notes”) pursuant to the Indenture. The 2024 Notes will be treated as a single class of securities with the Existing 2024 Notes, will have the same terms as the Existing 2024 Notes and will trade under the same CUSIP number as the Existing 2024 Notes.

The 2024 Notes will pay interest semiannually 1st April AND October 1 of each year, starting with April 1, 2023and interest on the 2024 Notes will accrue from October 1, 2022. The 2024 Notes are senior unsecured obligations of Carnival Corporation and will mature at October 1, 2024, unless previously converted, redeemed or redeemed. No sinking fund is provided for the 2024 Notes. The 2024 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Carnival plc and some of Carnival Corporation and
Carnival plc subsidiaries that guarantee substantially all of Carnival Corporation’s indebtedness.

The 2024 Notes are convertible by the holders, subject to the terms set forth in the Indenture, into cash, shares of common stock, par value $0.01 per share, of Carnival Corporation (the “Common Share”), or a combination thereof, at the election of Carnival Corporation. The initial conversion rate of the 2024 notes is 100,0000 shares of common stock per 1000 dollars principal amount of the 2024 Notes, equivalent to an initial conversion price of approximately $10.00 per share of common stock. The conversion rate is subject to customary anti-dilution adjustments, but will not be adjusted for any accrued and unpaid interest. In addition, holders who elect to convert their 2024 Notes in connection with certain corporate events or a notice of a tax settlement are, under certain circumstances, entitled to convert at an increased conversion rate. For additional information regarding the terms of the 2024 Notes and the Indenture, please refer to the Company’s Current Report on Form 8-K filed with SEC IN
August 22, 2022.

PJT Partners served as independent financial advisor to Carnival Corporation & plc.

The foregoing descriptions of the 2024 Notes, the Indenture and the First Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the Indenture (which includes the form of the 2024 Note) and the First Supplemental Indenture. A copy of the First Supplemental Indenture is set forth as Exhibit 4.1 to this current report; a copy of the Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with SEC IN August 22, 2022.

The launcher AND Carnival plc offered the 2024 Notes to certain holders of the 2023 Notes pursuant to the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act” ). The shares of common stock issuable upon conversion of the 2023 Notes are expected to be issued based on

exemption from registration provided by Section 3(a)(9) of the Securities Act. The offer and sale of the 2024 Notes to certain holders of the 2023 Notes did not involve a public offering, the solicitation of offers for the 2024 Notes was not made by any form of general solicitation or general advertising, and the offers for the 2024 Notes were required only by persons believed to be “qualified institutional buyers” within the meaning of Rule 144A promulgated under the Securities Act. The 2024 Notes and any shares of common stock issuable upon conversion of the 2024 Notes will not be registered under the Securities Act and may not be offered or sold in United States lack of registration under the Securities Act or an applicable exemption from registration requirements.

This current report does not constitute an offer to sell, or a solicitation of an offer to buy, any securities and will not constitute an offer, solicitation or sale in any jurisdiction in which such an offer would be unlawful.

asset November 1, 2022Carnival Corporation and Carnival plc issued a press release announcing the closing of the Exchange. A copy of the press release announcing the closing of the Exchange is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Cautionary Note Regarding Factors That Could Affect Future Results

Carnival Corporation and Carnival plc and their respective subsidiaries are collectively referred to in this current report as “Carnival Corporation and plc,” “our,” “we” and “us.” Some of the statements, estimates or projections contained in this current report are “forward-looking statements” that involve risks, uncertainties and assumptions about us, including certain statements in with respect to the financing transactions described herein, future results, operations, prospects, plans, goals, reputation, cash flows, liquidity and other events that have not yet occurred. The Securities Act and Section 21E of the Exchange Act Securities Act of 1934, as amended. All statements other than statements of historical fact are statements that may be considered forward-looking. These statements are based on current expectations, estimates, forecasts and projections regarding our business and the industry in which we operate. and our management’s beliefs and assumptions We have attempted, whenever possible, to identify these statements by using the words “will,” “may,” “could “, “should”, “will”, “believe”, “depends”, “expect”, “goal”, “aspiration”, “anticipates”, “forecast”, “project”, “future”, “goal” , “plan”, “estimate”, “target”, “indicator”, “prospect” and similar expressions of future intent or the negative of such terms.

Forward-looking statements include those statements related to our financial prospects and 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       ·    Return to guest cruise operations
   fuel expenses
   ·    Currency exchange       ·    Impact of the COVID-19 coronavirus global
   rates                        pandemic on our financial condition and results
                                of operations
   ·    Estimates of ship
   depreciable lives and
   residual values

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 known factors that we believe could materially affect the accuracy of our forward-looking statements and adversely affect our business, results of operations and financial position. In addition, many of these risks and uncertainties are currently and in the future may continue to 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 that 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 armies

   actions, such as the current invasion of Ukraine, inflation, higher fuel
   prices, higher interest rates 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 involving our ships, guests or the cruise industry have occurred in the past

and may in the future affect the satisfaction of our guests, crew and managers

damage to reputation;

· changes to and non-compliance with the 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 related to climate change, including evolution and growth

   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 about them, may

expose us to risks that could adversely affect our business;

· Data security breaches and data privacy breaches, 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;

· Loss of key employees, our inability to recruit or retain qualified employees

shore and shipboard employees and increased labor costs may have a

adverse effect on our business and results of operations;

· increase in fuel prices, changes in the types of fuel consumed and

the availability of fuel supply may adversely affect our scheduled routes and

costs;

· we rely on supply chain vendors who are an integral part of our operations

   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 affect us

financial results;

· Overcapacity and competition in the cruise and land-based holiday industries may

lead to a decline in our cruise sales, prices and destination options;

· the inability to implement our shipbuilding and repair, ship maintenance programs

and renovations may adversely affect our business operations and

the satisfaction of our guests; AND

· Risk factors involved in Carnival Corporation and Carnival plc’s annual

   Report on Form 10-K filed with the SEC on January 27, 2022 and Carnival
   Corporation's and Carnival plc's Quarterly Reports on Form 10-Q filed with the
   SEC on March 28, 2022, June 29, 2022 and September 30, 2022.

The ranking of risk factors presented 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 liability under applicable law or relevant stock exchange rules, we expressly disclaim any liability to

release, after the date of this report, any updates or revisions to any such forward-looking statements to reflect any changes in expectations or the events, conditions or circumstances on which such statements are based. Forward-looking and other statements in this report may also address our sustainability progress, plans and goals (including climate change and environmental issues). In addition, historical, current and forward-looking statements related to sustainability may be based on standards for measuring progress that are still being developed, internal controls and processes that continue to be developed and assumptions that may change in the future.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                 Description
4.1             First Supplemental Indenture, dated as of November 1, 2022, among
              Carnival Corporation, Carnival plc, the subsidiary guarnators party
              thereto and U.S. Bank Trust Company, National Association, as trustee,
              relating to the issuance of additional 5.75% Convertible Senior Notes
              due 2024.
99.1            Press release of Carnival Corporation and Carnival plc dated November
              1, 2022 (relating to the closing of the Exchange).
104           Cover Page Interactive Data File (embedded with the Inline XBRL
              document).

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