CCL » Topics » Termination of Trading

This excerpt taken from the CCL 8-K filed Apr 25, 2008.
Termination of Trading’ will be deemed to have occurred if the Common Stock (or other common stock into which the 2033 Debentures are then convertible) is not listed on a United States national securities exchange or approved for quotation and trading on a national automated dealer quotation system or established automated over-the-counter trading market in the United States, other than as a result of a transaction described in clause (2) of the definition of Change in Control.

3.            Amendment to Section 204 of the Supplemental Indenture. Section 204 of the Supplemental Indenture shall be amended by adding the following as a new paragraph at the end thereof:

 

 



3

 

 

“Notwithstanding the foregoing, outstanding 2033 Debentures shall also bear cash interest at the rate of 0.50% per annum on the Principal Amount at Maturity from April 29, 2008 or the most recent Interest Payment Date to which interest has been paid or duly provided for, to, but excluding, October 29, 2009, payable semi-annually in arrears on each of October 29, 2008, April 29, 2009 and October 29, 2009, to the Persons in whose names the 2033 Debentures are registered at the close of business on the October 14 or April 14 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the 2033 Debentures will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on the 2033 Debentures shall include interest accrued through the day before the applicable Interest Payment Date. Any payment required to be made on any day that is not a Business Day shall be made on the next succeeding Business Day.”

4.            Amendment to Section 208(b) of the Supplemental Indenture. Section 208(b) of the Supplemental Indenture shall be amended by adding the following sentence as the final sentence thereof: “Such option to redeem the 2033 Debentures may not be exercised by the Company prior to October 29, 2009.”

5.             New Paragraphs (h) and (i) of Section 410. Section 410 shall be hereby amended by adding the following as new paragraphs (h) and (i):

“(h)        In case the Company pays or makes a cash dividend or distribution in respect of the Common Stock so that such dividend or distribution, when taken together with all other cash dividends and distributions made during the fiscal quarter of the Company in which such dividend or distribution is made, exceeds the Dividend Threshold, then the Base Conversion Rate shall be adjusted based on the following formula:

R’

=

R x (M)/(M-D)

Where

R

=

The Base Conversion Rate in effect immediately prior to the adjustment relating to such dividend or distribution;

R’

=

The adjusted Base Conversion Rate taking such dividend or distribution into account;

M

=

the average of the Sale Prices of the Common Stock for the ten consecutive Trading Days ending on the Trading Day immediately prior to the Ex-Dividend Date for such dividend or distribution;

D

=

The aggregate amount of all cash dividends and distributions made during the relevant fiscal quarter of the Company, minus the sum of (x) the Dividend Threshold plus (y) the amount of all other cash dividends and distributions made during such fiscal quarter for which an adjustment has already been made pursuant to this Section 410.

 

 

 



4

 

 

If any of the events described in the first sentence of Section 410(a) occur, the Dividend Threshold shall be adjusted in a manner consistent with the adjustments specified in respect of such events described in Section 410(a). An adjustment to the Base Conversion Rate made pursuant to this Section 410(h) shall become effective on the Ex-Dividend Date for such dividend or distribution. If any dividend described in this Section 410(h) is declared but not so paid or made, no adjustment to the Base Conversion Rate shall be made pursuant to this Section 410(h). For the avoidance of doubt, if and to the extent any adjustment pursuant to section 410(d) is made, no adjustment pursuant to this Section 410(h) shall be made.

(i)            If a Fundamental Change occurs prior to October 29, 2009, and a Holder elects to convert its Securities “in connection with” such Fundamental Change, the Company shall pay a make whole premium (the “Make Whole Premium”) by increasing the applicable Base Conversion Rate for the Securities surrendered for conversion by a number of additional shares of Common Stock as provided in this Section 410(i) (the “Additional Shares”). A conversion of 2033 Debentures shall be deemed for these purposes to be “in connection with” the Fundamental Change if the notice of conversion is received by the Conversion Agent from and including the effective date of such Fundamental Change (the “Effective Date”) and prior to the close of business on the Business Day immediately preceding the Change in Control Purchase Date relating to such Fundamental Change.

The number of Additional Shares per $1,000 principal amount of 2033 Debentures constituting the Make Whole Premium shall be determined by reference to the table below and shall be based on the Effective Date and the price (the “Stock Price”) paid, or deemed to be paid, per share of Common Stock in such transaction, subject to adjustments as set forth herein. If Holders of Common Stock receive only cash in the Fundamental Change transaction, the Stock Price shall be the cash amount paid per share of Common Stock. Otherwise, the Stock Price shall be the average of the closing sale prices of the Common Stock for each of the ten consecutive Trading Days prior to but excluding the Effective Date.

The following table sets forth the Additional Share amounts, if any, by which the applicable Base Conversion Rate shall be increased for each Stock Price and Effective Date.

"Termination of Trading" elsewhere:

Carnival Plc ADS (CUK)
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