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    Carnival Corporation filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    1/28/25 8:43:33 AM ET
    $CCL
    Marine Transportation
    Consumer Discretionary
    Get the next $CCL alert in real time by email
    FORM 8-K
    false 0000815097 0000815097 2025-01-28 2025-01-28 0000815097 CCL:CarnivalPLCMember 2025-01-28 2025-01-28 0000815097 CCL:CommonStock0.01ParValueMember 2025-01-28 2025-01-28 0000815097 CCL:OrdinarySharesEachRepresentedByAmericanDepositarySharesMember CCL:CarnivalPLCMember 2025-01-28 2025-01-28 0000815097 CCL:Sec1.000SeniorNotesDue2029Member CCL:CarnivalPLCMember 2025-01-28 2025-01-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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.)

     

    CIK 0001125259
    Amendment Flag False

    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. ☐

     

     

     

     

     

    Item 7.01Regulation 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 9.01Financial 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).

     

     

     

     

    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   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: January 28, 2025

     

    Date: January 28, 2025

     

     

     

     

     

     

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