Regent Prospectus

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Regent Seven Seas Cruises

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#1
Dallas, Texas
42 Posts
Joined Jan 2009
The entity that operates Regent now files public reports with the Securities and Exchange Commission (link to prospectus is below). This is the specific entity that operates Regent (not Prestige Cruise Holdings, and not the entity that operates Oceania). This is not because the company has "public stock" (it doesn't), but because it now has publicly registered debt - the specific filing is for a debt exchange offer.

Nothing too surprising from a quick read, but some may find it interesting to read the summary of financial results and other descriptions. No real insight on any possible new ship builds (only a general description of how the possibility is constantly evaluated).

From the disclosure, they clearly view Oceania as a different product (upper premium, rather than luxury) and there is no indication of any intent to "merge" the two lines. It is clear that Regent depends heavily on the Prestige executive team (note risk factor re: Del Rio being the most key executive for Regent).

If you want to be voyeuristic, you can even read the employment agreements for Del Rio and Conroy, and there's explicit disclosure about the amounts and types of compensation paid to senior executives.

Here's a link.

http://www.sec.gov/Archives/edgar/da...258358ds4a.htm
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#2
281 Posts
Joined Apr 2011
Thanks Texan, for posting this. My curiosity is piqued. What are the reasons and ramifications for filing with the SEC? How is just Regent filing separately, since this is one company owned by Apollo Management, I thought?

Tell us your surmises. You sound like you're in the know.....
#3
Dallas, Texas
42 Posts
Joined Jan 2009
Yes, Apollo owns Prestige Cruise Holdings, and Prestige Cruise Holdings owns different subsidiaries that operate Regent and Oceania, respectively.

The subsidiary that operates Regent has issued long term debt securities (basically, bonds) to institutional investors as part of its overall financing (this is normal). These investors in the debt are usually pension funds and insurance companies. Due to regulatory limits on how much "nonregistered" debt these institutional investors can hold, these deals are typically done with a promise to exchange the original bonds for "registered" bonds within some period. So, the company files a registration statement with the SEC and offers to exchange the "unregistered" bonds for the new (and identical) "registered" bonds. The SEC registration process takes some time, and it looks like the process is ongoing for this Regent company - the registration/exchange is not yet final.

Probably more explanation than you wanted!
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Regent Mariner - Spain, French Riviera, Italy 2014
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#4
308 Posts
Joined Feb 2007
And that rich bond coupon plus the executive compensation figures help explain why the fares are as high as they are!
#5
281 Posts
Joined Apr 2011
So maybe I should try to get some registered debt. I wonder what the minimum investment is and if the SEC (or company) is picky about who holds it?
#6
Dallas, Texas
42 Posts
Joined Jan 2009
Once the "registered" debt is issued, there are no SEC restrictions on anyone buying it. However, the company doesn't intend to list the bonds on a securities exchange and there likely will be very little trading.
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Cunard QM2 - Atlantic Crossing (QG) 2005
Regent Voyager - Baltic 2010
Regent Navigator - Caribbean 2011
Seabourn Sojourn - Norway 2011
Regent Mariner - Italy, Greece, Turkey 2012
Regent Voyager - British Isles, 2013
Regent Mariner - Spain, French Riviera, Italy 2014
Seabourn Quest - New England/Canada 2016
#8
1,300 Posts
Joined Jan 2006
The executive compensation figures are really interesting. The Edgar database is great. Thanks for posting.
#9
Florida
637 Posts
Joined Aug 2010
Wow! No wonders fares go up every three months. Over a million dollars in salary for Del Rio and half a mil for Conroy plus bonuses? They better realize that if fares keep on going up and being astronomical many of us will stop cruising with Regent unless our investments go up a lot.
#10
2,151 Posts
Joined Feb 2007
I'm sorry that some cruisers feel the compensation numbers for senior executives are excessive. In terms of revenue, profits, realization of targets etc. the numbers imho are conservative. I can't make an assessment on total cash flow or ebitda without doing more work than I care to do. I am in the investment business and looking at these numbers my reaction would be with the skill levels I have seen from these execs I hope the compensation levels are enough to keep them. I am a SS fan but my next big cruise is on RSSC because they get it. Great service, great food and an attitude that can't be beat. Silver Whisper is my favorite ship but Voyager is only a slight bit behind -because of its size.
#11
Houston
3,298 Posts
Joined Aug 2009
Originally posted by newlondon
I'm sorry that some cruisers feel the compensation numbers for senior executives are excessive. In terms of revenue, profits, realization of targets etc. the numbers imho are conservative. I can't make an assessment on total cash flow or ebitda without doing more work than I care to do. I am in the investment business and looking at these numbers my reaction would be with the skill levels I have seen from these execs I hope the compensation levels are enough to keep them. I am a SS fan but my next big cruise is on RSSC because they get it. Great service, great food and an attitude that can't be beat. Silver Whisper is my favorite ship but Voyager is only a slight bit behind -because of its size.
With all due respect newlondon, salaries in your business as well as executives throughout industry and especially sports people are extremely excessive to those of us who subsist on average and above average salaries.

With the average salary in the US in the $50K range, many of us are extremely upset with million dollar salaries and multi-million dollar golden parachutes for executives who haven't done their jobs and had their stock prices go down while they walk away with millions of dollars.

In the scheme of things with executives being excessively rewarded for mediocre results, the Regent salaries are in line however, average executive salaries have become extremely excessive and beyond the realm of understanding by the average person.
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#12
2,151 Posts
Joined Feb 2007
Sorry Rallydave that I offended you. If, however, I'm responsible for a $450m operation I would expect a salary of at least $1m. I would point out that that's 2% of revenues give or take. If you ran a $1m operation would you be satisfied with $20k, I think not.
#13
Dallas, Texas
42 Posts
Joined Jan 2009
Since neither Regent nor Prestige Cruise Holdings has a board of directors that answers to public stockholders, the compensation of the senior executives effectively gets set by Prestige's controlling shareholder, Apollo. I've dealt with the Apollo guys in other contexts, and they are very hard-nosed and smart business people; they definitely will not pay a dime more than what they think the management guys are worth to the business. No doubt, Apollo does have an incentive to increase fares if they can do this and still fill the ships, but they certainly aren't doing it in order to put the extra money in management's pockets.
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Cunard QM2 - Atlantic Crossing (QG) 2005
Regent Voyager - Baltic 2010
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Seabourn Sojourn - Norway 2011
Regent Mariner - Italy, Greece, Turkey 2012
Regent Voyager - British Isles, 2013
Regent Mariner - Spain, French Riviera, Italy 2014
Seabourn Quest - New England/Canada 2016
#15
Houston
3,298 Posts
Joined Aug 2009
Originally posted by newlondon
Sorry Rallydave that I offended you. If, however, I'm responsible for a $450m operation I would expect a salary of at least $1m. I would point out that that's 2% of revenues give or take. If you ran a $1m operation would you be satisfied with $20k, I think not.
We both have the rights to our opinion and you didn't offend me. First of all am a little confused over your 2% $450M being 2%. Perhaps operation does not translate to revenue.

And to get a salary of 2% of revenue might be reasonable if net profits were say 50% but, certainly not if net profits were say 10% or for sure if profits were negative. Have a real problem relating compensation to revenue. Probably 99% + of the workers in this country are compensated based on their productivity, contributions, profitibility, etc. and raises for the last several years have been in th 2% to 3% range for most of us if we are lucky and not the 15% to 50% or more we see going to executives even when their company is not profitable nor has their stock price go up.

Sure we won't ever agree on this subject so we should simply agree to disagree and continue cruising and enjoying ourselves outside of the working world.
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