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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