UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
| Carnival Corporation | Carnival plc | |
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) | |
| Republic of Panama | England and Wales | |
| (State or other jurisdiction of incorporation) | (State or other jurisdiction of incorporation) | |
| 59-1562976 | 98-0357772 | |
| I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) | |
| 3655 N.W. 87th Avenue Miami, Florida 33178-2428 |
Carnival House, 100 Harbour Parade, Southampton SO15 1ST, United Kingdom | |
| (Address of principal executive offices) (Zip code) |
(Address of principal executive offices) (Zip code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| 1.125% Senior Notes due 2019 | New York Stock Exchange LLC | |
| 1.875% Senior Notes due 2022 | New York Stock Exchange LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
Securities Act registration statement file number to which this form relates:
333-202619 and 333-202619-01
(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Carnival Corporation (the “Company”) and Carnival plc (“Carnival plc” and, together with the Company, the “Registrants”) have filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated October 30, 2015 (the “Prospectus Supplement”) to a prospectus dated March 9, 2015 contained in the Registrants’ effective Registration Statement on Form S-3 (Registration Nos. 333-202619 and 333-202619-01) (the “Registration Statement”), which Registration Statement was filed with the Commission on March 9, 2015 (the “Prospectus”). The Prospectus Supplement relates to the €700 million aggregate principal amount of senior unsecured 1.125% notes due 2019 (the “2019 Notes”) and €550 million aggregate principal amount of senior unsecured 1.875% notes due 2022 (the “2022 Notes” and, together with the 2019 Notes, the “Notes”) issued by the Company and guaranteed by Carnival plc. The Registrants incorporate by reference the Prospectus and the Prospectus Supplement to the extent set forth below.
| Item 1. | Description of Registrant’s Securities to be Registered |
The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of the Notes” in the Prospectus Supplement and “Description of Debt Securities of Carnival Corporation” in the Prospectus.
| Item 2. | Exhibits |
| Exhibit |
Description | |
| 4.1 | Indenture, dated as of November 6, 2015, by and among Carnival Corporation, Carnival plc and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrants’ Current Report on Form 8-K dated November 6, 2015 and filed with the Commission on November 6, 2015). | |
| 4.2 | First Supplemental Indenture, dated as of November 6, 2015, by and among Carnival Corporation, Carnival plc and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrants’ Current Report on Form 8-K dated November 6, 2015 and filed with the Commission on November 6, 2015). | |
| 4.3 | Form of 1.125% Note due 2019 (incorporated by reference to Exhibit 4.3 to the Registrants’ Current Report on Form 8-K dated November 6, 2015 and filed with the Commission on November 6, 2015). | |
| 4.4 | Form of 1.875% Note due 2022 (incorporated by reference to Exhibit 4.4 to the Registrants’ Current Report on Form 8-K dated November 6, 2015 and filed with the Commission on November 6, 2015). | |
Page 2 of 3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Carnival Corporation | Carnival plc | |||||||
| By: | /s/ Arnaldo Perez | By: | /s/ Arnaldo Perez | |||||
| Name: | Arnaldo Perez | Name: | Arnaldo Perez | |||||
| Title: | General Counsel & Secretary | Title: | General Counsel & Company Secretary | |||||
| Date: | November 9, 2015 | Date: | November 9, 2015 | |||||
Page 3 of 3