FWP

0001193125-13-395402.txt : 20131009 0001193125-13-395402.hdr.sgml : 20131009 20131009171736 ACCESSION NUMBER: 0001193125-13-395402 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131009 DATE AS OF CHANGE: 20131009 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: 131143880 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 d611173dfwp.htm FWP FWP

Final Term Sheet

October 9, 2013

Filed Pursuant to Rule 433

Registration Nos. 333-179936

and 333-179936-01

CARNIVAL CORPORATION

FINAL TERM SHEET

Dated: October 9, 2013


Issuer:		Carnival Corporation (the “Company”)

Guarantor:		Carnival plc

Security:		3.950% Senior Notes Due 2020

Size:		$700,000,000

Maturity:		October 15, 2020

Coupon:		3.950% per year, accruing from October 15, 2013

Coupon Payment Dates:		April 15 and October 15, commencing on April 15, 2014

Yield to Maturity:		3.993%

Spread to Benchmark Treasury:		195 basis points

Benchmark Treasury:		UST 2.000% due September 30, 2020

Benchmark Treasury Price and Yield:		99-23; 2.043%

Optional Redemption:		As a whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to the greater of (i) 100% of the principal amount of the 3.950% Senior Notes Due 2020 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 30 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:		99.740%


Trade Date:		October 9, 2013

Settlement Date:		October 15, 2013

CUSIP / ISIN:		143658BA9 / US143658BA91

Joint Book-Running Managers:		J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC BNP Paribas Securities Corp. Mizuho Securities USA Inc. UBS Securities LLC

Co-Managers:		Banca IMI S.p.A. Lloyds Securities Inc. RBC Capital Markets, LLC RBS Securities Inc. SG Americas Securities, LLC Barclays Capital Inc. BBVA Securities Inc. Deutsche Bank Securities Inc. Mitsubishi UFJ Securities (USA), Inc. SMBC Nikko Securities America, Inc.

Conflicts of Interest:		Because more than 5% of the net proceeds from this offering will be used to repay indebtedness owed to at least one of the underwriters or its affiliates, this offering is conducted in compliance with the applicable requirements of FINRA Rule 5121.

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 J.P. Morgan Securities LLC at (212) 834-4533 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) 294-1322 and Wells Fargo Securities, LLC toll-free at (800) 326-5897.