Apollo to acquire Carlson's Regent Seven Seas Cruises operations

Apollo Management L.P. 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 & Resorts.

"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 in the Upper Premium segment.

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% balcony suites, and the 330-guest Paul Gauguin, a ship dedicated to sailing the South Pacific.

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

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