Annual report pursuant to Section 13 and 15(d)

The Acquisition of Prestige

The Acquisition of Prestige
12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
The Acquisition of Prestige
4. The Acquisition of Prestige


On September 2, 2014, NCLH entered into an agreement with funds affiliated with Apollo and other owners to acquire 100% of the equity of Prestige. The combination of the Norwegian and Prestige brands creates a diversified cruise operating company. Prestige’s Oceania and Regent brands focus on providing guests with vacation experiences onboard eight mid-size cruise ships that operate in the upper premium and luxury market segments. We plan to maintain the brand integrity of both Oceania and Regent to ensure a consistent upscale guest experience.


The Acquisition of Prestige and the principal factors that contribute to the recognition of goodwill are enhancements of our financial profile by creating a company with increased economies of scale, greater operating leverage and synergies. These synergies include revenue enhancements and opportunities for savings in various areas. The Acquisition of Prestige also creates a company with greater cash flow generation, accelerating the ability to delever our balance sheet.


On November 19, 2014, we completed the Acquisition of Prestige. Consideration consisted of $1.1 billion in cash and non-cash considerations of 19,969,889 NCLH ordinary shares valued at $834.1 million based on the closing market price of NCLH’s shares as of November 18, 2014 and contingent consideration valued at $43.4 million. In addition, we assumed debt of $1.6 billion from Prestige. The contingent consideration arrangement subjects NCLH to an additional cash payment of up to $50 million upon achievement of certain 2015 revenue milestones. The contingent consideration was valued using various projected 2015 revenue scenarios weighted by the likelihood of each scenario occurring. The probability weighted payout was then discounted at an appropriate discount rate commensurate for the risk of meeting the probabilistic cash flows.


Prestige is reported in our results of operations for the period ended December 31, 2014 which includes approximately $111.7 million of revenue and approximately $19.7 million of operating loss related to Prestige.


The excess of the cost of acquisition over the net of amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill, which is not expected to be deductible for tax purposes. Our preliminary fair valuation of assets acquired and liabilities assumed, is based on all available information, including, in part, certain valuations and other analyses. Solely as a result of uncertainty related to potential adjustments to the consideration allocation, which adjustments, if any, are not expected to be material to the consolidated financial statements, the preliminary purchase price allocation is not finalized as of December 31, 2014.


Based on this preliminary fair valuation, the purchase price is allocated as follows (in thousands):


Preliminary Consideration Allocated (in thousands):


Preliminary value assigned:


Accounts receivable   $ 6,916  
Inventories     12,579  
Prepaid expenses and other assets     48,670  
Amortizable intangible assets     190,000  
Property and equipment     2,175,039  
Goodwill and tradenames     1,595,126  
Other long-term assets     15,607  
Current portion of long-term debt     (97,006 )
Accounts payable     (14,880 )
Accrued expenses and other liabilities     (190,256 )
Advance ticket sales     (439,313 )
Long-term debt     (1,456,038 )
Other long-term liabilities     (142,216 )
Total consideration allocated, net of $295.8 million of cash acquired   $ 1,704,228  


Goodwill and intangible assets acquired include the following (in thousands):


Goodwill   $ 985,126  
Tradenames (indefinite lived)   610,000  
Backlog (1 year amortization period)   70,000  
Customer relationships (6 year amortization period)   120,000  


Pro forma financial information (unaudited)


The following unaudited pro forma financial information presents the combined results of operations of NCLH and Prestige as if the Acquisition of Prestige had occurred on January 1, 2013. The pro forma results presented below for 2014 and 2013 combine the historical results of NCLH and Prestige for 2014 and 2013. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations or financial condition that would have been reported had the Acquisition of Prestige been completed as of January 1, 2013 and should not be taken as indicative of our future consolidated results of operations or financial condition.


The unaudited pro forma financial information was as follows (in thousands, except per share data):


    Year Ended December 31,  
    2014     2013  
Total revenue   $ 4,310,079     $ 3,704,692  
Net income (loss) attributable to Norwegian Cruise Line Holdings Ltd.     497,020       (683 )
Earnings per share:                
Basic   $ 2.21     $ —    
Dilutive   $ 2.19     $ —    


The unaudited pro forma financial information includes non-recurring pro forma adjustments of $57.5 million in acquisition related expenses within Marketing, general and administrative expense, a purchase price adjustment decreasing passenger ticket revenue by $48.9 million, $15.4 million of expenses related to financing transactions in conjunction with the Acquisition of Prestige within interest expense and $70.0 million of amortization related to the backlog intangible asset in the year ended December 31, 2013.