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Marine Log

December 10, 2007

Apollo Management to acquire Regent Seven Seas Cruises

Private equity investor Apollo Management L.P. is increasing its involvement in the cruise market. It has agreed to acquire the Regent Seven Seas Cruises operations of Carlson Companies, Inc. The acquisition is expected to be completed in the first quarter of 2008.

The Regent Seven Seas Cruises fleet includes the all-suite, all-balcony, 700-passenger each Seven Seas Voyager and Seven Seas Mariner and the 490-passenger Seven Seas Navigator, with 90 percent balcony suites, along with the 330-guest Paul Gauguin, a ship dedicated to sailing the South Pacific.

Apollo invested in the upper premium Oceania Cruises brand earlier this year. It is scheduled to shortly close on a $1 billion 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.

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.

According to a statement issued by Apollo and Carlson, the transaction announced today is part of a unified strategy 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.

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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