Norwegian Cruise Line Holdings Ltd. · NYSE:NCLH
Norwegian Cruise Line — Merger or Acquisition (September 2014)
21 slides from Norwegian Cruise Line's merger presentation, Sep 4, 2014
Slide 1: Norwegian Cruise Line Holdings Ltd. Acquisition of Prestige Cruises International, Inc.
NORWEGIAN CRUISE LINE HOLDINGS LTD. ACQUISITION OF PRESTIGE CRUISES INTERNATIONAL, INC. SEPTEMBER 2, 2014
Slide 2: Management Presenters
MANAGEMENT PRESENTERS Kevin Sheehan President and Chief Executive Officer Norwegian Cruise Line Holdings Ltd. Frank Del Rio Chairman and Chief Executive Officer Prestige Cruises International, Inc. Wendy Beck Executive Vice-president and Chief Financial Officer Norwegian Cruise Line Holdings Ltd. An
Slide 3: Forward Looking Statements
FORWARD LOOKING STATEMENTS This presentation may contain statements, estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. Generally, the words “will,” “may,” “believes,” “expects,” “intends,” “anticipates,” ”projects,” “plans,” “seeks,”
Slide 4: Additional Information About the Transaction
ADDITIONAL INFORMATION ABOUT THE TRANSACTION The transaction discussed in this presentation is being provided for informational purposes only. WE ARE NOT ASKING FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY. In connection with the transaction, we will file relevant materials with the SEC, i
Slide 5: Norwegian's Journey From Good to Great
NORWEGIAN’S JOURNEY FROM GOOD TO GREAT Since 2008 Norwegian has maintained a track record of consistent, measured, orderly financial growth, reporting 24 consecutive quarters of adjusted EBITDA growth and consistent margin improvement
Slide 6: Norwegian's Adjusted EBITDA Growth
NORWEGIAN’S ADJUSTED EBITDA GROWTH: 24 CONSECUTIVE QUARTERS WITH ADJUSTED EBITDA GROWTH & CONSISTENT MARGIN IMPROVEMENT (1)
Slide 7: Compelling Strategic Rationale
COMPELLING STRATEGIC RATIONALE Combination creates a diversified, industry-leading cruise operating company Three complementary brands with presence across market segments Further enhances industry-leading financial metrics Sharing of best practices among brands and synergies from breadth of scale I
Slide 8: Transaction Overview
TRANSACTION OVERVIEW Total purchase price of $3.025 billion (~11x 2014E Adjusted EBITDA) subject to certain other adjustments (1) Overview Day one identified synergies of $25 million with continuing benefits to be realized over the next several years Combined Pro Forma LTM June 30 Revenue of $4.1 bi
Slide 9: Prestige Cruises International Overview
PRESTIGE CRUISES INTERNATIONAL OVERVIEW Global leader in the upscale cruise segment with approximately 46% of berth capacity Operates two brands, Oceania Cruises and Regent Seven Seas Cruises 8 ships, approximately 6,500 berths with 87% balconies Loyal followings with high repeat guest rates Among t
Slide 10: About Oceania Cruises
ABOUT OCEANIA CRUISES Operates five small to mid-size vessels that provide an upscale and sophisticated experience Offers destination-oriented cruises to approximately 330 ports around the globe with gourmet culinary experiences, elegant accommodations and personalized service Expanded capacity by 1
Slide 11: About Regent Seven Seas Cruises
ABOUT REGENT SEVEN SEAS CRUISES The most inclusive luxury product offering in the industry Operates three all-suite ships with a fourth under construction Focus on high level of personal service, unique shore excursions, world-class accommodations and top-rated cuisine Imaginative itineraries to app
Slide 12: High Quality Fleet
HIGH QUALITY FLEET Ships are classic and refined with focus on cuisine, service and destinations High space ratios and crew to passenger ratios Majority of fleet either built or refurbished in the last three years with a newbuild in 2016 Regatta, Insignia Nautica Marina, Riviera Voyager Mariner Navi
Slide 13: Revenue Opportunities and Synergies
REVENUE OPPORTUNITIES AND SYNERGIES Leverage cross-selling opportunities by offering products for every stage of a guests’ life cycle Leverage customer databases to offer targeted multi-REVENUE generational and other experiences (i.e. The Haven) ENHANCEMENT Explore multi-brand joint partnerships OPP
Slide 14: Highly Complementary Brands
HIGHLY COMPLEMENTARY BRANDS Number of Vessels 13 5 3 Berths 34,510 4,552 1,890 Vessel Size Large Small to mid-size Small Berth Ranges 2,000 to 4,000 684 to 1,250 490 to 750 Guest Multi-generational Experienced Luxury Demographics travel cruisers travelers Product A la carte Semi-inclusive All-inclus
Slide 15: Highly Complementary Brands
HIGHLY COMPLEMENTARY BRANDS Number of Vessels 13 5 3 Berths 34,510 4,552 1,890 Vessel Size Large Small to mid-size Small Berth Ranges 2,000 to 4,000 684 to 1,250 490 to 750 Guest Multi-generational Experienced Luxury Demographics travel cruisers travelers Product A la carte Semi-inclusive All-inclus
Slide 16: Powerful Combined Newbuild Program
POWERFUL COMBINED NEWBUILD PROGRAM Consistent growth from newbuilds through 2019 Vessel Delivery Norwegian Escape October 2015 Seven Seas Explorer Summer 2016 Breakaway Plus 2 Spring 2017 Breakaway Plus 3 Spring 2018 Breakaway Plus 4 Fall 2019
Slide 17: Pro Forma Financials LTM June 30, 2014
PRO FORMA FINANCIALS LTM JUNE 30, 2014 Gross Revenue Net Yield Adjusted EBITDA (1) 1. Includes $25 million in identified synergies.
Slide 18: Pro Forma Capitalization and Deleveraging Profile
PRO FORMA CAPITALIZATION AND DELEVERAGING PROFILE Net Debt / Adjusted EBITDA Highly attractive debt markets Transaction funded with: – Existing cash – New and existing debt facilities – 20.3 million shares of NCLH common stock Committed financing in place to fund purchase price and optimize capital
Slide 19: In Conclusion, This Transaction
IN CONCLUSION, THIS TRANSACTION: Combines Three Successful, Complementary Brands Across Different Market Segments Will Retain Distinct Brand Proposition, Guest Experience and Culture of Brands Enhances Already Best-In-Class Financial Metrics Expands Growth Trajectory with Measured Orderly Capacity G
Slide 20: Norwegian Cruise Line Holdings Ltd. Acquisition of Prestige Cruises International, Inc.
NORWEGIAN CRUISE LINE HOLDINGS LTD. ACQUISITION OF PRESTIGE CRUISES INTERNATIONAL, INC. SEPTEMBER 2, 2014
Slide 21: Non-GAAP Reconciling Information
NORWEGIAN CRUISE LINE HOLDINGS LTD. NON-GAAP RECONCIL ING INFORMATION (unaudited) Adjusted EBITDA (1) is calculated as follows (in thousands): Twelve months ended, September 30, December 31, March 31, June 30, September 30, December 31, 2008 2008 2009 2009 2009 2009 Net income (loss) $ (133,710) $ (
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