September 2, 2014 – Norwegian Cruise Line Holdings Ltd. (NASDAQ: NCLH), a leading global cruise operator, today announced it has entered into a definitive agreement to acquire Prestige Cruises International, Inc., the market leader in the upscale cruise segment and parent company of Oceania Cruises and Regent Seven Seas Cruises, for total transaction consideration at closing of $3.025 billion, including the assumption of debt, payable in cash and shares of Norwegian. Up to an additional $50 million may be payable post-closing based on achievement of certain performance metrics. Cravath, Swaine & Moore LLP represented the Transaction Committee of the Norwegian Board of Directors in connection with this transaction.
The Cravath team advising the Transaction Committee was led by partners Eric L. Schiele and Mark I. Greene and included associates Amanda R. Fenster, Edward J. Reed, Brendan M. Cottington and Jacob B. Ornstein (M&A); partner Stephen L. Gordon and associate Andrew Carlon (tax); and practice area attorney Nicole F. Foster (executive compensation and benefits). Matthew J. Bobby also worked on executive compensation and benefits matters.
The Perella Weinberg Partners team acting as financial advisor to the Transaction Committee was led by Andrew Bednar.
The Weil, Gotshal & Manges team advising Norwegian was led by partner Douglas Ryder.
The Barclays team acting as financial advisor to Norwegian was led by Larry Hamdan and John Welsh.
The Paul, Weiss, Rifkind, Wharton & Garrison team advising Prestige was led by partner John Scott.
The UBS Investment Bank team acting as financial advisor to Prestige was led by Simon Smith.