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): October 21, 2005
CARNIVAL CORPORATION CARNIVAL PLC
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) charter)
REPUBLIC OF PANAMA ENGLAND AND WALES
(State or other jurisdiction of incorporation) (State or other jurisdiction of incorporation)
1-9610 1-15136
(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 CARNIVAL HOUSE,
MIAMI, FLORIDA 33178-2428 5 GAINSFORD STREET,
UNITED STATES OF AMERICA LONDON, SE1 2NE,
UNITED KINGDOM
(Address of principal executive offices) (Address of principal executive offices)
(Zip code) (Zip code)
(305) 599-2600 011 44 20 7940 5381
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
NONE NONE
(Former name or former address, if (Former name or former address, if
changed since last report) 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 registrant under any of
the following provisions (SEE General Instruction A.2. below):
[_] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The disclosure set forth below under Item 2.03 (Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant) is hereby incorporated by reference into this Item 1.01.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Concurrently with the effectiveness of the Facility Agreement described
in Item 2.03 below, Carnival Corporation terminated its previously existing
US$1.4 billion revolving credit agreement, dated as of June 26, 2001, as amended
on November 17, 2003 (the "Terminated Agreement") with a syndicate of financial
institutions, including JPMorgan Chase Bank, Bank of America, N.A., BNP Paribas,
Citibank, N.A., Unicredito Italiano - New York Branch, Kreditanstal Fuer
Weideraufbau and Sun Trust Banks, Inc. The commitment of the lenders to make
loans under the Terminated Agreement was scheduled to expire on June 26, 2006.
Borrowings under the Terminated Agreement bore interest at USD LIBOR plus a
margin, which was subject to change from time to time based on the long-term
credit rating of Carnival Corporation. At the time of termination, the margin
was 0.20%. The Terminated Agreement also provided for a facility fee of 0.10%
per annum. The Terminated Agreement contained customary representations,
warranties, covenants and events of default.
Some of the lenders under the Terminated Agreement and their affiliates
have various relationships with Carnival Corporation, Carnival plc and their
subsidiaries involving the provision of financial services, including cash
management, investment banking and trust services. In addition, Carnival
Corporation and Carnival plc have entered into other loan arrangements as well
as interest rate swap and foreign currency exchange derivative arrangements with
certain of the lenders and their affiliates.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On October 21, 2005, Carnival Corporation, Carnival plc and certain of
Carnival plc's subsidiaries entered into a five-year US$1.2 billion, euro 400
million and sterling 200 million multi-currency facility agreement (the
"Facility Agreement") with a syndicate of financial institutions, including Banc
of America Securities Limited, Barclays Capital, BNP Paribas, J.P. Morgan plc
and San Paolo IMI S.p.A. as mandated lead arrangers and The Royal Bank of
Scotland plc as administrative agent and mandated lead arranger. Carnival
Corporation may approach the lenders prior to each of October 21, 2006 and
October 21, 2007 to request the extension of the Facility Agreement for up to an
aggregate of two additional years. The Facility Agreement replaces the
Terminated Agreement and the Carnival plc euro 600 million revolving credit
facility agreement, dated March 9, 2004, and the Costa Crociere S.p.A. euro
257.5 million revolving credit agreement, dated May 3, 2001, each of which has
been terminated.
Borrowings under the Facility Agreement bear interest at an annual rate
of libor (or in relation to any loan in euros, euribor) plus a margin based on
the long-term credit rating of Carnival Corporation, which margin is currently
0.175%. In addition, Carnival Corporation is required to pay a commitment fee of
30% of the margin per annum, which commitment fee is currently 0.0525%, on the
aggregate unused and uncancelled commitments under the Facility Agreement. An
additional utilization fee of 0.05% per annum of the outstanding amounts under
the Facility Agreement is payable if such outstanding amounts exceed 50% of the
aggregate commitments under the Facility Agreement.
The Facility Agreement contains representations, warranties, covenants
and events of default, which are customary for a transaction of this type and
includes financial covenants under which Carnival Corporation must ensure that
at the end of each fiscal quarter Carnival Corporation & plc's consolidated
issued capital and consolidated reserves (also known as consolidated
shareholders' equity) are in excess of US$5 billion, the aggregate of all
borrowed monies does not exceed 65% of consolidated capital and the ratio of
EBITDA to consolidated net interest charges is not less than 3 to 1. The
Facility Agreement does not contain any credit ratings-based defaults or
covenants, or any covenants or representations specifically relating to a
material adverse change in Carnival Corporation & plc's consolidated financial
condition or results of operations. Borrowings may be used for general corporate
purposes and unused credit is available to support commercial paper borrowings
and a portion of the commitments, not to exceed US$700 million at any time, may
be used for the issuance of bonds, letters of credit and other indemnities.
Carnival Corporation and Carnival plc have each guaranteed the
obligations of its respective subsidiaries under the Facility Agreement, and
have also cross-guaranteed each other's respective obligations. The Facility
Agreement will expire on October 21, 2010, unless previously extended, at which
time all outstanding amounts under the Facility Agreement will be due and
payable. In the event of an event of default by the borrowers, the lenders may
terminate the Facility Agreement and declare any outstanding loans, accrued
interest, fees and other obligations to be due and payable immediately.
Some of the lenders under the Facility Agreement and their
affiliates have various relationships with Carnival Corporation, Carnival plc
and their subsidiaries involving the provision of financial services, including
cash management, investment banking and trust services. In addition, Carnival
Corporation and Carnival plc have entered into other loan arrangements as well
as interest rate swap and foreign currency exchange derivative arrangements with
certain of the lenders and their affiliates.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the registrants has duly caused this report on Form 8-K to be signed
on its behalf by the undersigned, hereunto duly authorized.
CARNIVAL CORPORATION CARNIVAL PLC
/s/ Arnaldo Perez /s/ Arnaldo Perez
-------------------------------- --------------------------------
Name: Arnaldo Perez Name: Arnaldo Perez
Title: Senior Vice President and Title: Senior Vice President and
General Counsel General Counsel
Date: October 27, 2005 Date: October 27, 2005