Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .
I. Stock Swap Program
We have a program that allows us to realize a net cash benefit when Carnival Corporation common stock is trading at a premium to the price of Carnival plc ordinary shares (the “Stock Swap Program”). Under the Stock Swap Program, we may elect to offer and sell shares of Carnival Corporation common stock at prevailing market prices in ordinary brokers' transactions and repurchase an equivalent number of Carnival plc ordinary shares in the UK market.
Under the Stock Swap Program effective June 2021, the Board of Directors authorized the sale of up to $500 million shares of Carnival Corporation common stock in the U.S. market and the repurchase of an equivalent number of Carnival plc ordinary shares.
We may in the future implement a program to allow us to obtain a net cash benefit when Carnival plc ordinary shares are trading at a premium to the price of Carnival Corporation common stock.
Any sales of Carnival Corporation common stock and Carnival plc ordinary shares have been or will be registered under the Securities Act of 1993, as amended. During the three months ended August 31, 2021, under the Stock Swap Program, we sold 4.6 million shares of Carnival Corporation's common stock and repurchased the same amount of Carnival plc ordinary shares, resulting in net proceeds of $10 million, which were used for general corporate purposes.
Period Total Number of Shares of Carnival plc Ordinary Shares Purchased (a)
(in millions) Average Price Paid per Share of Carnival plc Ordinary Share Maximum Number of Carnival plc Ordinary Shares That May Yet Be Purchased Under the Carnival Corporation Stock Swap Program
(in millions)
June 1, 2021 through June 30, 2021 0.4 $ 22.88 18.0
July 1, 2021 through July 31, 2021 2.4 $ 20.58 15.7
August 1, 2021 through August 31, 2021 1.9 $ 20.58 13.8
Total 4.6 $ 20.76
(a) No ordinary shares of Carnival plc were purchased outside of publicly announced plans or programs.
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Item 6. Exhibits .
INDEX TO EXHIBITS
Incorporated by Reference Filed/
Furnished
Herewith
Exhibit
Number Exhibit Description Form Exhibit Filing
Date
Articles of incorporation and by-laws
3.1 Third Amended and Restated Articles of Incorporation of Carnival Corporation
8-K 3.1 4/17/2003
3.2 Third Amended and Restated By-Laws of Carnival Corporation
8-K 3.1 4/20/2009
3.3 Articles of Association of Carnival plc
8-K 3.3 4/20/2009
Material Contracts
10.1 Amendment No. 2 to Term Loan Agreement, dated as of June 30, 2021, among Carnival Corporation and Carnival Finance, LLC, as borrowers, Carnival plc, as a guarantor, certain other subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders
8-K 10.1 6/30/2021
10.2 Second Supplem ental Indenture, dated as of July 16, 2021, among Carnival Corporation , as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank National Assoc iation, as trustee and secu rity agent, relating to the 11.500% First-Priority Senior Se cu red N otes due 202 3
8-K 4.1 7/19/2021
10.3 Indenture dated as of July 26, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 4.00% First-Priority Senior Secured Notes due 2028
X
Rule 13a-14(a)/15d-14(a) certifications
31.1 Certification of President and Chief Executive Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.3 Certification of President and Chief Executive Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.4 Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
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INDEX TO EXHIBITS
Incorporated by Reference Filed/
Furnished
Herewith
Exhibit
Number Exhibit Description Form Exhibit Filing
Date
Section 1350 certifications
32.1* Certification of President and Chief Executive Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2* Certification of Chief Financial Officer and Chief Accounting Officer of Carnival Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.3* Certification of President and Chief Executive Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.4* Certification of Chief Financial Officer and Chief Accounting Officer of Carnival plc pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
Interactive Data File
101 The consolidated financial statements from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2021, as filed with the Securities and Exchange Commission on September 30, 2021, formatted in Inline XBRL, are as follows:
(i) the Consolidated Statements of Income (Loss) for the three and nine months ended August 31, 2021 and 2020;
X
(ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended August 31, 2021 and 2020;
X
(iii) the Consolidated Balance Sheets at August 31, 2021 and November 30, 2020;
X
(iv) the Consolidated Statements of Cash Flows for the nine months ended August 31, 2021 and 2020;
X
(v) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended August 31, 2021 and 2020;
X
(vi) the notes to the consolidated financial statements, tagged in summary and detail. X
104 The cover page from Carnival Corporation & plc’s joint Quarterly Report on Form 10-Q for the quarter ended August 31, 2021, as filed with the Securities and Exchange Commission on September 30, 2021, formatted in Inline XBRL (included as Exhibit 101)
* These items are furnished and not filed.
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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 thereunto duly authorized.
CARNIVAL CORPORATION CARNIVAL PLC
By: /s/ Arnold W. Donald By: /s/ Arnold W. Donald
Arnold W. Donald Arnold W. Donald
President and Chief Executive Officer President and Chief Executive Officer
By: /s/ David Bernstein By: /s/ David Bernstein
David Bernstein David Bernstein
Chief Financial Officer and Chief Accounting Officer Chief Financial Officer and Chief Accounting Officer
Date: September 30, 2021 Date: September 30, 2021
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.