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CCL > SEC Filings for CCL > Form 8-K on 15-Oct-2013All Recent SEC Filings

Show all filings for CARNIVAL CORP

Form 8-K for CARNIVAL CORP


15-Oct-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On October 15, 2013, Carnival Corporation (the "Company") completed its offering of $700 million aggregate principal amount of senior unsecured 3.950% notes due 2020 (the "Notes"). The Notes are guaranteed by Carnival plc, a company incorporated and registered under the laws of England and Wales (the "Guarantor"). The Company intends to use the net proceeds from this offering for general corporate purposes, which may include repaying portions of various debt facilities maturing through May 2014.

The offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File Nos. 333-179936 and 333-179936-01) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on March 6, 2012. The terms of the Notes are described in the Company's Prospectus dated March 6, 2012, as supplemented by a final Prospectus Supplement dated October 9, 2013, as filed with the Commission on October 11, 2013.

In connection with the offering, on October 9, 2013, the Company and the Guarantor entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the underwriters listed in Schedule I thereto (collectively, the "Underwriters"). The Underwriting Agreement contains customary representations, covenants and indemnification provisions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into the Registration Statement.

The Notes were issued pursuant to an Indenture, dated as of December 6, 2012, by and among the Company, the Guarantor and U.S. Bank National Association (the "Trustee"), as trustee, as amended and supplemented by the Supplemental Indenture, dated as of December 6, 2012, and the Third Supplemental Indenture, dated as of October 15, 2013, by and among the Company, the Guarantor and the Trustee, as trustee. The Third Supplemental Indenture is attached hereto as Exhibit 4.1, and is incorporated by reference into the Registration Statement.

The Notes will mature on October 15, 2020 and will bear interest at a rate of 3.950% per year. Interest on the Notes will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2014. The Notes are unsecured senior obligations of the Company and rank equally with its other unsecured and unsubordinated obligations. The guarantees of the Notes are unsecured senior obligations of the Guarantor and rank equally in right of payment with all other unsecured and unsubordinated obligations of the Guarantor. The form of the Note is attached as Exhibit 4.2 to this Report and is incorporated by reference into the Registration Statement.

The legality opinions of Gibson, Dunn & Crutcher LLP, Freshfields Bruckhaus Deringer LLP and Tapia, Linares y Alfaro are attached hereto as Exhibits 5.1, 5.2 and 5.3, respectively, and are incorporated by reference into the Registration Statement.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 Underwriting Agreement, dated October 9, 2013, among Carnival Corporation, Carnival plc and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the underwriters listed in Schedule I thereto.

 4.1    Third Supplemental Indenture, dated as of October 15, 2013, by and among
        Carnival Corporation, Carnival plc and U.S. Bank National Association, as
        trustee.

 4.2    Form of 3.950% Note due 2020.

 5.1    Opinion of Gibson, Dunn & Crutcher LLP.

 5.2    Opinion of Freshfields Bruckhaus Deringer LLP.

 5.3    Opinion of Tapia, Linares y Alfaro.

23.1    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto).

23.2    Consent of Freshfields Bruckhaus Deringer LLP (included in Exhibit 5.2
        hereto).

23.3    Consent of Tapia, Linares y Alfaro (included in Exhibit 5.3 hereto).


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