Carnival Corporation announced on Tuesday that it sell up to $1 billion worth of shares.
“We have entered into an equity distribution agreement with the financial institutions named below, each a “sales agent” and, collectively the “sales agents”, relating to the offer and sale from time to time of shares of common stock offered by this prospectus supplement and the accompanying prospectus pursuant to a continuous offering program. In accordance with the terms of the equity distribution agreement, we may, from time to time, offer and sell our common stock having an aggregate offering price of up to $1,000,000,000 through, at our discretion, the sales agents, each acting as our sales agent, severally and not jointly, for the offer and sale of shares of our common stock,” the company said.
“Sales, if any, of common stock made under the equity distribution agreement may be made by means of ordinary brokers’ transactions, to or through a market maker, on or through the NYSE or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, in block trades, in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), or through a combination of any such methods of sale. The sales agents may also sell our common stock by any other method permitted by law. The shares of common stock may be sold at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.
“We will designate the maximum amount of common stock to be sold through the sales agents on a daily basis or otherwise as we and the sales agents agree and the minimum price per share at which such common stock may be sold. None of the sales agents is required to sell any specific dollar amount of shares. Subject to the terms and conditions of the equity distribution agreement, the sales agents will use their commercially reasonable efforts consistent with their normal sales and trading practices to sell on our behalf all of the designated shares of common stock. We may instruct the sales agents not to sell any common stock if the sales cannot be effected at or above the price designated by us in any such instruction. We or any sales agent, with respect to itself only, may suspend the offering of our common stock by notifying the other party. The offering of our common stock pursuant to the equity distribution agreement will terminate upon the earlier of the (i) sale of all of our shares of common stock subject to the equity distribution agreement or (ii) termination of the equity distribution agreement by us or by the sales agents as provided therein.”