Norwegian Cruise Line to acquire Prestige Cruise Holdings

Updated: Norwegian Cruise Line to acquire Prestige Cruise Holdings

By Tom Stieghorst

Oceania RivieraNorwegian Cruise Line has announced it will acquire Prestige Cruise Holdings for $3.03 billion in cash, stock and assumed debt.

Norwegian said it will issue more than 20 million shares to help finance the purchase.

Prestige includes Oceania Cruises and Regent Seven Seas Cruises.

Prestige shareholders are entitled to an additional contingency payment of $50 million “upon achievement of certain 2015 performance metrics,” a statement said.

Apollo Global Management controls Norwegian through a 20% ownership stake and rights to nominate a majority of the board of directors. Two other partners in Norwegian, Genting Hong Kong and TPG Pacific, have assented to the deal.

Merging Norwegian and Prestige would create a company that can appeal to a broader market swath than Norwegian can on its own, Norwegian CEO Kevin Sheehan said.

“The combination of three distinct brands, each serving a different market segment, under one umbrella immediately creates an industry-leading cruise operator with an unmatched growth trajectory and a portfolio of products that allows us to appeal to guests at every stage of their life cycle,” he said.

After the merger, Frank Del Rio will remain chairman of Prestige Holdings, the statement said. The companies expect the deal to close in the fourth quarter.

In a teleconference, Norwegian CEO Kevin Sheehan said he sees opportunity to use the business model from Oceania and Regent to do a better job of marketing Norwegian’s Pride of America ship in Hawaii. Pride of America is a one-off product with an unusual itinerary, which lends itself to some of the Prestige approach, he suggested.

Sheehan emphasized he has a long list of potential synergies beyond an initial $25 million but that implementing them cannot damage the guest experience.  He said the synergies will remain “behind the curtain” and invisible to guests.

The synergies Sheehan identified in the call are in areas such as purchasing, crew recruitment, port relations, fuel and insurance sourcing, maintenance and dry dock contracts and marketing sponsorships and partnerships.

Sheehan said there may also be consolidation of the two shoreside organizations, which are located within five miles of each other in western Miami-Dade County.

Prestige chairman Frank Del Rio, who turns 60 in two weeks, said he was committed to remain with the company through the end of 2015. “After that, we’ll see what happens,” he said.

Del Rio said the Prestige brands are best at executing a good cruise but haven’t been as sharp on cost savings because of the company’s small size.

Sheehan suggested that negotiations with Del Rio over the deal were at times acrimonious. “We had our moments in the negotiation process, but at the end of the day we’ve shaken hands and are best buddies again,” he said.

Sheehan suggested that the $50 million contingency payment was a way of building into the deal the Prestige view of its future performance, while not paying for it upfront in case it proves less than forecast.

Norwegian in talks to buy Oceania and Regent parent

Norwegian in talks to buy Oceania and Regent parentNorwegian Cruise Line was last night reported to be in “advanced talks” to take over the parent company of luxury lines Oceania and Regent Seven Seas Cruises for around $3 billion.

Reuters cited “people familiar with the matter” and said a deal could be announced as early as this week.

A deal would give Norwegian, a company with a market value of $6.8 billion, access to Prestige Cruise Holdings’ luxury ships and affluent clientele as it competes with larger rivals Carnival Corporation and Royal Caribbean Cruises.

But sources cautioned that the talks could still fall apart. The owner of Prestige Cruises, private equity firm Apollo Global Management, also owns a 20% stake in Norwegian.

Miami-based Norwegian Cruise operates 13 cruise ships in North America, the Mediterranean, the Baltic, Central America and the Caribbean. It had revenues of $2.57 billion in 2013, up 13% from 2012.

Oceania and Regent together have eight cruise ships operating worldwide. Prestige posted revenues of $1.2 billion in 2013, up 6% from the year earlier.

Prestige registered with US regulators for an initial public offering in January. Apollo has been the company’s majority shareholder following an $850 million deal in 2007.

Apollo made a $1 billion investment in Norwegian in 2008 and the company went public in January 2013.

Carnival, Royal Caribbean Cruises and Norwegian together account for 82% of the North American cruise passenger berth capacity, according to Prestige Cruises’ initial public offering registration document.

Norwegian and Prestige representatives did not respond to requests for comment, while an Apollo spokesman declined to comment, according to Reuters.

Parent of Oceania and Regent files for $250M IPO

By Tom Stieghorst

Prestige Cruise International Inc., a holding company that controls Regent Seven Seas Cruises and Oceania Cruises, has filed a registration statement with the Securities & Exchange Commission to sell up to $250 million in stock to the public.

The company, now known as Prestige Cruise Holdings, is controlled by private equity fund Apollo Global Management. Apollo also controls Norwegian Cruise Line Holdings, which went public in early 2013.

Prior to the offering, Apollo owns 59% of Prestige, the filing says.

Financial data in the filing shows that Prestige had revenue of $1.17 billion in the 12 months ended Sept. 30 and net income of $18.7 million.

It also shows the company reported net losses in 2010, 2011 and 2012 of $62.1 million, $69.7 million and $2.6 million, respectively.

The balance sheet shows long-term debt of $1.6 billion on Sept. 30.

The filing lists occupancy for the 12 months ended Sept. 30 at 94%, with a net per diem of $400 and net yield of $376.

In the prospectus, Prestige said it has more than 300,000 households in its loyalty program, and that past guests accounted for 41% of its passengers in the nine months ended Sept. 30.

Prestige said that its sales effort through travel agents is complemented by other programs, including an outbound call center in Miami with 34 sales agents focused on optimizing leads created by other marketing programs.

The filing says Prestige CEO Frank Del Rio’s base salary was $1.6 million in 2013 and will rise to $1.75 million this year.

Prestige Cruise said it intends to use proceeds from the stock offering to pay down debt.