Apollo Management LP to make a $1 Billion Cash Equity Investment in NCL Corporation

A leading private equity group, Apollo Management LP, which has various interests in leisure, hospitality and entertainment industries, has agreed to make a $1 billion cash equity investment in NCL Corporation, a wholly-owned subsidiary of Star Cruises in return for 50% equity shares in NCL.

Star Cruises Chairman and CEO Tan Sri K T Lim, said, “Apollo’s investment in the common stock of NCL means we have an equal partner who believes in the business as much as we do as evidenced by the significant financial commitment being made alongside Star Cruises. This is a powerful validation of what we have achieved so far, and of our vision for the future as embodied in the revolutionary third generation Freestyle Cruising ships (F3 series) we are now building. I take pride that Freestyle Cruising actually originated in Asia by Star Cruises and it is now a popular cruising style worldwide especially in the well established U.S. market.”

Steve Martinez, Partner at Apollo Management LP added, “We are very excited to be forming this partnership with Star Cruises and are in full support of the existing NCL management team. 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.” 

The proceeds of the Apollo investment will be used to refinance the existing NCL indebtedness, greatly increasing the liquidity available to fund a continuation of the dramatic new ship building program that has seen the introduction of eight purpose-built Freestyle Cruising ships in just six years. The NCL owned fleet today (excluding four chartered ships) stands at 17,600 berths, with another 15,000 berths under construction and under option, including the new Norwegian Gem due for delivery in 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), 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. This agreement provides for a deferred distribution with a value of approximately $500 million being made to Star by NCL during 2008, as results of the recent measures materialize. Taken together with Apollo’s $1 billion payment for 50% of the expanded equity, this added element of the transaction implies an approximate total pre-money enterprise valuation of NCL of $4 billion, based on $2.5 billion of NCL net debt as at 31 March 2007.

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.

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