0001193125-13-032868.txt : 20130201 0001193125-13-032868.hdr.sgml : 20130201 20130131174339 ACCESSION NUMBER: 0001193125-13-032868 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130201 DATE AS OF CHANGE: 20130131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL CORP CENTRAL INDEX KEY: 0000815097 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 591562976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-179936 FILM NUMBER: 13563968 BUSINESS ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178-2428 BUSINESS PHONE: 3055992600 MAIL ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: CARNIVAL CRUISE LINES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL PLC CENTRAL INDEX KEY: 0001125259 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 5 GAINSFORD ST STREET 2: CARNIVAL HOUSE CITY: LONDON WC1A 1PP ENGL STATE: X0 ZIP: 00000 BUSINESS PHONE: 011 44 20 7940 5381 MAIL ADDRESS: STREET 1: 77 NEW OXFORD ST CITY: LONDON STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: P&O PRINCESS CRUISES PLC DATE OF NAME CHANGE: 20000929 FWP 1 d477401dfwp.htm FWP FWP

Final Term Sheet

January 31, 2013

Filed Pursuant to Rule 433

Registration Nos. 333-179936

and 333-179936-01

CARNIVAL CORPORATION

FINAL TERM SHEET

Dated: January 31, 2013

 

Issuer:

    Carnival Corporation (the “Company”)

Guarantor:

    Carnival plc

Security:

    1.20% Senior Notes Due 2016

Size:

    $500,000,000

Maturity:

    February 5, 2016

Coupon:

    1.20% per year, accruing from February 7, 2013

Coupon Payment Dates:

    February 5 and August 5, commencing on August 5, 2013

Yield to Maturity:

    1.207%

Spread to Benchmark Treasury:

    80 basis points

Benchmark Treasury:

    UST 0.375% due January 15, 2016

Benchmark Treasury Price and Yield:

    99-29 / 0.407%

Redemption Provisions:

    Optional redemption, at any time in whole or from time to time in part, at the Company’s option, at a redemption price equal to the greater of (i) 100% of the principal amount of the 1.20% Senior Notes Due 2016 to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments, as defined in the Final Prospectus, discounted to the redemption date, on a semi-annual basis, assuming a 360 day year consisting of twelve 30 day months, at the Treasury Rate, as defined in the Final Prospectus, plus 15 basis points, plus, in each case, accrued interest to the date of redemption that has not been paid.
Change of Control Provisions:    If a Change of Control, as defined in the Final Prospectus, occurs that is accompanied by a Rating Downgrade, as defined in the Final Prospectus with respect to the Debt Securities, and the rating of the Debt Securities is not subsequently upgraded within the Change of Control

   Period, as defined in the Final Prospectus, the Company will be required to make an offer to purchase the Debt Securities at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.

Price to Public:

    99.979%

Trade Date:

    January 31, 2013

Settlement Date:

    February 7, 2013

CUSIP / ISIN:

    143658AZ5 / US143658AZ51

Joint Book-Running Managers:

   

Goldman, Sachs & Co.

HSBC Securities (USA) Inc.

Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

Co-Managers:

   

ANZ Securities, Inc.

Deutsche Bank Securities Inc.

DNB Markets, Inc.

PNC Capital Markets LLC

Santander Investment Securities Inc.

SMBC Nikko Capital Markets Limited

Wells Fargo Securities, LLC

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free at (866) 471-2526, HSBC Securities (USA) Inc. toll-free at (866) 811-8049 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free (800) 294-1322.

 

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