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 | Name of Each Exchange on Which | |||
| to be so Registered | Each Class is to be Registered | |||
| 1.625% Senior Notes due 2021 | 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 & plc (the “Company”) has 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 February 15, 2016 (the “Prospectus Supplement”) to a prospectus dated March 9, 2015 contained in the Company’s 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”), relating to the securities to be registered hereunder. The Company incorporates 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” and “Material Panamanian Tax, U.S. Federal Income Tax, U.K. Withholding Tax and E.U. Tax Consequences” in the Prospectus Supplement and “Description of Debt Securities of Carnival Corporation” in the Prospectus.
| Item 2. | Exhibits |
| Exhibit No. |
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 Company’s Current Report on Form 8-K dated November 6, 2015 and filed with the Commission on November 6, 2015). | |
| 4.2 | Second Supplemental Indenture, dated as of February 22, 2016, by and among Carnival Corporation, Carnival plc and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 22, 2016 and filed with the Commission on February 22, 2016). | |
| 4.3 | Form of 1.625% Note due 2021 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated February 22, 2016 and filed with the Commission on February 22, 2016). | |
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: | February 22, 2016 | Date: | February 22, 2016 | |||||