In early July, Norwegian's Board of Directors formed a Transaction Committee and delegated it full a

Norwegian Cruise travel city direct Line Holdings Ltd. ("Norwegian Cruise Line" or "Norwegian," (NASDAQ: NCLH)), a leading global cruise operator, today announced it has entered into a definitive agreement to acquire Prestige Cruises International, Inc. ("Prestige"), the market leader in the upscale travel city direct cruise segment and parent company of Oceania Cruises and Regent Seven Seas Cruises, in cash and stock for a total transaction consideration of $3.025 billion, travel city direct including the assumption of debt.
"The acquisition of Prestige represents an extraordinary opportunity for Norwegian travel city direct Cruise Line to expand our market presence by adding two established, award-winning brands in the upscale cruise segment with loyal followings," said Kevin Sheehan, Norwegian Cruise Line's chief executive officer. "Not only does this acquisition immediately enhance our financial performance, but it also deepens the bench of talent travel city direct that we have been developing over the years. Our complementary strengths and skillsets will pave the way for new cross-selling opportunities, cross-brand collaboration, cross-business support, as well as joint partnerships which, coupled with meaningful synergies that can be quickly implemented, will provide solid accretion to earnings per share and drive long-term shareholder value," added Sheehan.
"We are excited to become part of the Norwegian family and start a new chapter for our company," said Frank Del Rio, chairman and CEO of Prestige. "With Oceania and Regent, we have built iconic brands with distinctive product offerings and strong customer loyalty. The combination is very compelling and will allow us to further enhance our renowned guest experience. We are looking forward to joining the Norwegian team and building upon the success that our three brands have already achieved."
Prestige operates eight ships and approximately 6,500 berths under two segment-leading brands. Oceania Cruises is the market leader in the upper-premium cruise travel city direct segment travel city direct with five ships offering destination-oriented travel city direct cruise vacations to more than 330 ports around the globe, gourmet culinary experiences, elegant accommodations and personalized service. Regent Seven Seas Cruises is the market leader in the luxury cruise travel city direct segment and operates three award-winning, all-suite travel city direct ships, with an additional ship on order for delivery in summer 2016. Regent offers the industry's most inclusive luxury vacation experience visiting over 250 destinations worldwide. travel city direct Frank Del Rio will remain chief executive officer of Prestige.
"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," added Sheehan. "We are fully committed to retaining the brand propositions, guest experiences and cultures travel city direct of the Norwegian, Oceania and Regent brands that have allowed each to realize travel city direct such success."
travel city direct The total transaction consideration of $3.025 billion includes the assumption travel city direct of debt. Additionally, a contingent cash consideration travel city direct of up to $50 million to Prestige shareholders would be payable upon achievement of certain 2015 performance metrics.
In early July, Norwegian's Board of Directors travel city direct formed a Transaction Committee and delegated it full authority to negotiate and approve a transaction. The Committee consisted entirely of disinterested directors. Genting Hong Kong Limited and certain funds affiliated with TPG Capital, each of whose consent was required pursuant to Norwegian's existing travel city direct shareholders' agreement have consented to the transaction. The Transaction Committee, travel city direct who retained its own financial and legal advisors, has unanimously approved the transaction. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in the fourth quarter of 2014.
Norwegian will finance the acquisition with existing cash, new and existing travel city direct debt facilities and the issuance of approximately 20.3 million shares of its common stock. Pursuant to the requirements of NASDAQ Rule 5635, holders of a majority of Norwegian's travel city direct common stock have consented to the issuance of such shares.
Barclays is acting travel city direct as lead financial advisor to Norwegian, Deloitte travel city direct Consulting, LLP is acting as diligence advisor and Weil, Gotshal & Manges LLP is providing legal counsel. UBS Investment Bank is acting as financial advisor to Prestige and Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal counsel. Perella Weinberg Partners is acting as financial advisor to the Transaction Committee of the Norwegian Board of Directors and Cravath, Swaine & Moore LLP is providing legal counsel. travel city direct J.P. Morgan Securities LLC and Deutsche Bank are also serving as financial advisors to Norwegian. Barclays, J.P. Morgan Securities LLC and Deutsche Bank have provided committed financing to Norwegian travel city direct to support the acquisition.
Norwegian will host a conference call today, September 2, 2014 at 8:30 a.m. ET to discuss the transaction. A link to the live webcast along with a presentation can be found on Norwegian's Investor Relations website at www.investor.ncl.com. A replay of the conference call will also be available on the website for 30 days after the call.
Norwegian travel city direct Cruise Line is the innovator in cruise travel with a 47-year history travel city direct of breaking the boundaries of traditional travel city direct cruising, travel city direct most notably with the introduction of Freestyle Cruising which revolutionized the industry by giving guests more freedom and flexibility. Today, Norwegian invites guests to "Cruise Like a Norwegian" on one of 13 purpose-built Freestyle Cruising ships, providing guests the opportunity to enjoy a relaxed, resort travel city direct style cruise vacation travel city direct on some of the newest and most contemporary ships at sea. Recently, the line was named " "Europe's Leading Cruise Line" for the seventh travel city direct consecutive year, as well as "Caribbean's Leading Cruise Line" and "World's Leading Large Ship Cruise Line" by the World Travel Awards.
Norwegian recently took delivery travel city direct of its most innovative ship to date, the 4,000-passenger Norwegian Getaway in the first quarter 2014. The largest ship to homeport year-round in Miami , Norwegian Getaway boasts 28 dining options, including seafood restaurant Ocean Blue by famed New York Iron Chef Geoffrey Zakarian and a branch of Carlo's Bake Shop by Buddy Valastro, star of the TLC series "Cake Boss." The entertainment lineup includes travel city direct Broadway shows Legally Blonde and Burn the Floor and a unique magical theatrical experience, the Illusionarium. Norwegian Getaway's sister ship, Norwegian Breakaway , was named "Best New Ship of 2013" by the editors of Cruise Critic and "Best Rookie Cruise Ship" by the readers of Travel Weekly. Known as New York's ship , Norwegian Breakaway is the largest vessel to homeport year-round in the city. Norwegian currently has four vessels on order at Meyer Werft for delivery in fall 2015, spring 2017, spring 2018 and fall 2019.
Norwegian Cruise Line is the official cruise line of the Miami Dolphins/Sun Life Stadium, The New York Knicks, Blue Man Group and Legends in Concert; and the official cruise line partner of The GRAMMY Awards and is an official partner of the Rockettes and Radio City Music Hall.
High resolution, downloadable images are available at www.ncl.com/pressroom . For further information on Norwegian Cruise Line, visit www.ncl.com , follow us on Facebook , Twitter , and Instagram @Norwegiancruiseline, Pin us on Pinterest , watch us on YouTube, or contact us in the U.S. and Canada at 888-NCL-CRUISE (625-2784), or visit www.ncl.com.
Prestige Cruises International, Inc. is the parent company of Oceania Cruises and Regent Seven Seas Cruises. Formed in 2007 to manage select assets in Apollo Management's cruise investment portfolio, Prestige is led by Chairman and CEO Frank Del Rio, the founder of Oceania Cruises. Prestige is the market leader in the upper-premium and luxury segments of the cruise industry with nearly 6,500 berths between the Oceania Cruises and Regent Seven Seas Cruises brands.
This release may contain "forward-looking statements" intended to qualify for the safe harbor from liability established travel city direct by the Private Securities Litigation Reform Act of 1995. The words "expect," "anticipate," "goal," "project," "plan," "believe," "seek," "will," "may," "forecast," "estimate," "intend," "future," and similar expressions travel city direct may identify forward-looking statements, which are not historical in nature. These forward-looking statements reflect Norwegian's current expectations, and are subject to a number travel city direct of risks, uncertainties, and assumptions. Among the important risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are the parties' ability to consummate the proposed transaction on the expected timetable or at all, the ability to obtain requisite regulatory approval without conditions, the satisfaction of the conditions travel city direct to the consummation of the proposed transaction, the potential impact of the announcement or consummation travel city direct of the proposed transaction on relationships, including with employee, customers and suppliers and any related impact on integration and anticipated synergies, the adverse impact of general economic conditions and related factors such as high levels of unemployment and underemployment, fuel price increases, travel city direct declines in the securities and real estate markets, and perceptions of these conditions that decrease travel city direct the level of disposable income of consumers or consumer confidence; changes in cruise capacity, as well as capacity changes in the overall vacation industry; intense competition from other cruise companies as well as non-cruise vacation alternatives which could affect travel city direct our ability to compete effectively; negative publicity surrounding the cruise industry; changes in fuel prices and/or other cruise operating costs; the risks