Apollo Moves To Take Control of NCL with $1 Billion Investment

[mercedes]

NCL Corporation Ltd ("NCL"), parent company of Norwegian Cruise Line and NCL America, announced last week that private equity group, Apollo Management, LP ("Apollo"), had agreed to make a $1 billion cash equity investment in NCL.

Under the terms of the agreement, Apollo Management will have three seats on the Board and Star Cruises will have two seats. These five seats are in addition to the non-voting status of the Chief Executive Officer which will give Apollo control of the board. In the announcement, Apollo said that it will exert its influence primarily in strategy development and financial management and that NCL CEO and Executive Committee will remain responsible for the day-to-day running of the company.

The new investment, in the form of common stock alongside NCL's existing sole shareholder, Star Cruises ("Star"), is designed to strengthen NCL's balance sheet and its ability to continue to expand what is fast-becoming the youngest fleet in the industry, and to evolve further the company's successful Freestyle Cruising concept first introduced in 2000.

"To have an investment on this scale by one of the very top names in the private equity world is a huge vote of confidence in the new NCL we have created since Star Cruises became the owner in 2000," said NCL Corporation's President and CEO Colin Veitch.

Steve Martinez, Partner at Apollo Management, added, "We are very excited to be forming this partnership with Star Cruises and the existing management team of NCL. Our investment will help NCL complete its transition into the youngest fleet in the cruise industry, with a truly original next generation product with its F3 concept ships. We believe the NCL brand has significant growth potential over many years to come."

Under the terms of the proposed investment, which includes an agreement for additional future distributions to be made directly by NCL to Star, Apollo will become 50 percent owner of NCL and will name a majority of the NCL board with certain consent rights retained by Star. Star will retain all of its existing stock in NCL and will, like Apollo, be 50 percent owner of the recapitalized company.

Star Cruises Chairman and CEO Tan Sri KT Lim, welcomed the new partner and remarked on the opportunities that lie ahead: "Apollo's significant financial commitment in NCL's common stock means we have an equal partner who believes in the business as much as we do. This is a powerful validation of what we have achieved so far and of our vision for the future. It is also truly the start of the next – and most exciting – chapter for this great company."

The proceeds of the Apollo investment will be used to repay existing NCL indebtedness, greatly increasing the liquidity available to fund a continuation of the dramatic new building program that has seen the introduction of eight purpose-built Freestyle Cruising ships to the fleet in just six years. The NCL-owned fleet today (excluding four chartered ships) stands at 19,740 berths, with another 15,000 berths under construction and under option, including the new Norwegian Gem due for delivery at the start of October this year.

As part of Apollo's investment in NCL, Apollo and Star have entered into a sub-agreement relating to NCL's U.S. flagged Hawaii operations under the NCL America brand ("NCLA") providing for deferred consideration to be paid to Star by NCL in the future. The sub-agreement is designed to support the business of NCLA in the near term and permit NCLA time to realize the benefits of various measures recently implemented to raise revenue yields and to lower crew turnover and payroll costs. Taken together with the pre-money valuation implied by Apollo's $1 billion payment for 50 percent of the expanded equity, this added element of the transaction implies a total enterprise valuation of NCL of approximately $4 billion.

Completion of the transaction is expected early in Q4 2007 and is subject to customary conditions, including regulatory approval, Star Cruises shareholder approval, and Star and NCL lender consents.

The completion of the transaction will constitute a change of control under NCL's outstanding 10 5/8% senior notes and NCL expects to make a change of control offer at 101% after completion as required under the indenture governing the notes.