Apollo Management L.P. Acquires Regent Seven Seas Cruises


MIAMI, FLA., Dec. 10, 2007 – Minneapolis-based Carlson and Apollo Management L.P. (Apollo) today announced that Apollo has agreed to acquire Carlson’s Regent Seven Seas Cruises operations. The acquisition is expected to be completed in the first quarter of 2008, subject to normal conditions for a transaction of this type, including regulatory approval. The cruise operations will continue as a key part of the global Regent brand.

Regent Seven Seas Cruises and Oceania Cruises will be placed under the ownership of Prestige Cruise Holdings, Inc. (PCH), a corporation controlled by Apollo which will manage certain cruise portfolio assets of Apollo. NCL Corporation will remain a separate holding outside of PCH.

Regent Seven Seas Cruises will remain a wholly independent brand under the guidance of Mark Conroy, president of Regent Seven Seas Cruises, and will continue to operate from its Fort Lauderdale, Florida headquarters, and Oceania Cruises will remain in its Miami headquarters, headed by Bob Binder, president of Oceania Cruises. Both Binder and Conroy will report directly to Frank Del Rio, chairman and CEO of Prestige Cruise Holdings.

The transaction is part of a unified strategy undertaken by Apollo and Carlson to expand their respective core cruise and hotel operations, and become the world’s preeminent operators of luxury hotels, resorts and cruises. Carlson will retain ownership of the master Regent brand, along with the worldwide operations of Regent Hotels & Resort.

“Through this proposed investment, Apollo has demonstrated its deep commitment to the Regent brand and the continuing growth of the Regent cruise line fleet,” said Carlson Chairman and Chief Executive Officer Marilyn Carlson Nelson. “As owners of the Regent brand, we remain committed to expanding its scope and success both on land and at sea. We are confident the Regent cruise brand will continue to develop along with and lead the industry segment, which has expanded dramatically since 1992, when we launched our first ship. The potential for continued expansion of the luxury Regent hotel brand, and our entire hotel portfolio, is enormous.”

Apollo’s acquisition of Regent Seven Seas Cruises strengthens its position in the cruise industry with the addition of an award-winning luxury cruise brand to its cruise portfolio. Regent Seven Seas Cruises will continue to focus on the luxury segment of the marketplace by offering a six-star, all-inclusive experience, and Oceania Cruises will continue to lead the Upper Premium segment.

“Everyone at Regent Seven Seas Cruises is delighted with the formation of this new family of companies. With the tremendous financial resources of Apollo available to us, Regent Seven Seas Cruises will continue to strengthen our position as the leading luxury cruise brand. Our valued guests and travel agent partners will experience a seamless transition as we continue to deliver world-class cruise vacation experiences. We look forward to continued success and the use of the new financial resources available to accelerate our future growth,” stated Mark Conroy, president of Regent Seven Seas Cruises.

“Regent Seven Seas is the largest, most successful luxury cruise brand, and we look forward to the growth opportunities this addition offers consumers, travel agents and the team members at both Regent Seven Seas Cruises and Oceania Cruises,” stated Steve Martinez, a partner with Apollo.

Six times chosen as the world’s top-rated cruise line by the readers of Condé Nast Traveler and Travel + Leisure magazine, Regent Seven Seas Cruises offers voyages to all corners of the globe aboard its fleet of modern, six-star rated, luxury vessels. In addition to the all-suite, all-balcony, 700-guest Seven Seas Voyager and all-suite, all-balcony, 700-guest Seven Seas Mariner, the fleet also includes the 490-guest Seven Seas Navigator, with 90 percent balcony suites, and the 330-guest Paul Gauguin, a ship dedicated to sailing the South Pacific.

“Regent Seven Seas Cruises offers an exceptional product, and its superb shipboard and shoreside teams have built an enviable reputation as the foremost luxury cruise brand. The brand awareness and market presence of Regent Seven Seas Cruises and Oceania Cruises will offer our discerning travelers and travel agents worldwide the most vibrant and diverse range of cruise experiences, serving the broadest spectrum of spectacular destinations,” stated Frank Del Rio, chairman and CEO of Prestige Cruise Holdings.

Lehman Brothers Inc. served as financial advisor to Prestige Cruise Holdings on the transaction, and Goldman, Sachs & Co. served as financial advisor to Carlson.

Carlson announced today that it has named Bjørn Gullaksen as president, Regent Luxury Group. Gullaksen has most recently served as executive vice president for Carlson Hotels Worldwide Managed Hotels & Resorts in the Americas. He will continue to oversee the managed hotel and resort operations in his new role. A hospitality industry veteran with more than 30 years of experience, he previously has served as the company’s executive vice president of Full Service Hotels, including Radisson Hotels & Resorts and Park Plaza Hotels & Resorts.

Under Gullaksen, a brand council, with leadership from the cruise company and Carlson Hotels Worldwide, will oversee the luxury standards of the Regent brand in all of its applications globally.

Jay Witzel, president and CEO of Carlson Hotels Worldwide and CEO of Regent, said Regent Hotels & Resorts will continue to grow globally as a leading luxury brand in the hotel industry. Following the completion of the cruise line transaction, Regent Hotels & Resorts will be operated as part of Carlson Hotels Worldwide, one of the world’s top 10 hotel companies. The current global portfolio includes Regent properties in Beijing; Shanghai; Singapore; Taipei; Berlin; Zagreb, Croatia; and Turks and Caicos. The company’s North American expansion plans also include The Regent Bal Harbour, Florida, scheduled to open in early 2008 and The Regent Boston at Battery Wharf, also scheduled to open in 2008. Future global developments include properties in Bordeaux, France; Bangkok, Thailand; The Republic of Maldives; Abu Dhabi, United Arab Emirates; Papagayo, Costa Rica; and Dubrovnik, Croatia.

Founded in 1990, Apollo is a leading private equity and capital markets investor with more than 17 years of experience investing across the capital structure of leveraged companies. The firm employs over 140 professionals and has offices in New York, Los Angeles, London, Singapore, Frankfurt and Paris. Since its inception, Apollo has managed more than $ 28 billion of capital across a wide variety of industries both domestically and internationally. The firm’s most recent private equity fund and its co-investment affiliate have capital commitments of approximately $11.6 billion. Investments in the leisure and hospitality industries have included Harrah’s Entertainment (pending), AMC Entertainment, Sirius Satellite Radio, Wyndham International, and Vail Resorts. Apollo is already active in the cruise industry, having invested in the upper premium Oceania Cruises brand earlier this year, and is scheduled to shortly close on a committed investment in NCL Corporation Ltd (“NCL”), parent company of Norwegian Cruise Line and NCL America . Since investing in Oceana, Apollo has supported the ordering of two new ships worth approximately $1 billion.

Carlson is a global leader in the hotel, restaurant, business and leisure travel, and marketing industries.

The Carlson family of brands and services include: Regent Hotels & Resorts®, Radisson Hotels & Resorts®, Park Plaza Hotels & Resorts, Country Inn & Suites By Carlson, Park Inn® hotels, Regent Seven Seas Cruises®, T.G.I. Friday’s® and Pick Up Stix® restaurants, Carlson Wagonlit Travel®, Cruise HolidaysSM, All Aboard Travel, Cruise Specialists, Fly4Less.com, Cruise Deals.com, Dazzle Travel, Results! Travel®, Carlson Destination Marketing Services, Carlson Leisure Travel Services, SeaMaster Cruises®, SinglesCruise.com, Partners In Travel, Luxury Travel Network, Carlson Marketing, Peppers & Rogers Group®, and Gold Points Reward Network®.

Based in Minneapolis, Carlson’s brands and services employ about 190,000 people in 150 countries and territories. Carlson’s 2006 systemwide sales, including franchised operations, totaled $37.1 billion. www.Carlson.com

Regent Seven Seas CruisesSM (RSSC) operates a fleet of medium-sized luxury cruise ships that visit over 300 ports on all seven continents, including Antarctica. RSSC is consistently rated among the world’s top three cruise lines by readers of luxury travel magazines. Travel professionals worldwide voted RSSC the “World’s Best Luxury Cruise Line” for the third consecutive year as part of the 2006 Travel Weekly Awards and readers of Condé Nast Traveler magazine voted RSSC “World’s Best Small-Ship Cruise Line” in 2007. For further information, contact Regent Seven Seas Cruises, 1000 Corporate Drive, Suite 500, Fort Lauderdale, Florida, 33334. For brochures, call toll-free (866) 284-4079; for reservation information call toll-free (800) 285-1835; or visit: www.RSSC.com.
About Oceania Cruises

Oceania Cruises® is the world’s only upper-premium cruise line and offers a unique combination of the finest cuisine at sea, luxurious accommodations, exceptional personalized service and extraordinary value. As the leader in destination cruising, Oceania Cruises sails to more than 180 ports in Europe, Australia, New Zealand, Asia, South America, and the Caribbean. Featuring three intimate and elegant mid-sized ships, Regatta, Insignia and Nautica, the line will introduce two new mid-size Oceania Class ships to its award-winning fleet in 2010 and 2011. For additional information, to make a reservation, or to order a brochure, please contact your Travel Agent or Oceania Cruises at 800-531-5658. Visit us at www.OceaniaCruises.com.

Frequently Asked Questions

Q: Why did Apollo purchase Regent Seven Seas Cruises?
A: Apollo recognizes Regent Seven Seas Cruises as an extremely successful and appealing brand that possesses tremendous growth potential. Regent Seven Seas Cruises and Oceania Cruises have strong brand recognition within their respective market segments and together they complement one another offering many exciting new opportunities for both lines’ guests and travel partners.

Q: Are Regent’s hotel operations included in this transaction?
A: No, Regent Hotels & Resorts is not being purchased and remains under the aegis of the Carlson Companies.

Q: What is Prestige Cruise Holdings?
A: Prestige Cruise Holdings (PCH) is the corporation which will own and manage certain cruise-related assets within Apollo’s broader cruise portfolio and of which Apollo is the majority shareholder. In turn, PCH owns 100% of Oceania Cruises and will own 100% of Regent Seven Seas Cruises. Bob Binder, President of Oceania Cruises, and Mark Conroy, President of Regent Seven Seas, will report directly to Frank Del Rio, Chairman & CEO of PCH.

Q: Is NCL Corporation part of Prestige Cruise Holdings?
A: No, NCL Corporation is a separate investment by Apollo and is not an asset of PCH.

Q: Are Oceania Cruises and Regent Seven Seas Cruises being merged?
A: No, both Oceania Cruises and Regent Seven Seas Cruises will remain independent brands and operate from their separate headquarters in Miami and Fort Lauderdale respectively.

Q: Will PCH own all of the ships within the Regent Seven Seas Cruises fleet?
A: The purchase includes Seven Seas Voyager, Seven Seas Mariner and Seven Seas Navigator. Regent Seven Seas Cruises will continue to operate the French Polynesia-based Paul Gauguin under the current contractual agreement and the 198-guest Explorer II on a seasonal basis in Antarctica.

Q: Will PCH be ordering new ships for Regent Seven Seas Cruises?
A: PCH is a growth oriented company and we will be exploring all opportunities and options for expanding the Regent Seven Seas Cruises fleet.

Q: Does PCH have plans to expand beyond Oceania Cruises and Regent Seven Seas Cruises?
A: PCH and its majority shareholder, Apollo, are both committed to long-term investment and growth in the cruise industry. The company will continue to explore both organic and external opportunities for investment and expansion as they arise.

Q: Will there be any changes in deployment or movement between fleets as a result of this transaction?
A: There are no changes or modifications planned for either brand.

Q: Will there be any changes to the onboard product of Regent Seven Seas Cruises or Oceania Cruises as a result of this transaction?
A: There will be no changes to the guest experience with either brand. Both companies will retain their own unique identities and continue their leadership positions within their own respective segments of the industry. Oceania Cruises will continue to lead the Upper Premium segment while Regent Seven Seas Cruises will continue to provide an all-inclusive Luxury cruise experience.