Amendment No.3 to Form S-4

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Before participating in this exchange offer, please refer to the section in this prospectus entitled “Risk Factors” commencing on page 25.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for unregistered notes where those unregistered notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 180 days we will use commercially reasonable efforts to make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

We own various U.S. and foreign trademark registrations that are widely recognized worldwide, including registrations covering “Seven Seas Cruises,” “Seven Seas Navigator,” “Seven Seas Mariner,” “Seven Seas Voyager” and “Luxury Goes Exploring.” In February 2011, we amended the terms of our Regent trademark license agreement dated January 31, 2008. The amended and restated trademark license agreement allows us to use the “Regent” tradename, in conjunction with cruises, in perpetuity, subject to the terms and conditions stated in the agreement. We also claim common law rights in trademarks and trade names used in conjunction with our ships, incentive program, customer loyalty programs and specialty services rendered on board our ships. The Regent brand name and logo and the name of our ships are widely recognized globally and have considerable value.

This prospectus includes market share and industry data and forecasts that we obtained from industry publications, third-party surveys and internal company surveys. Industry publications, including those from the Cruise Lines International Association, or “CLIA,” and surveys and forecasts generally state that the information contained therein has been obtained from sources that we believe are reliable. All CLIA information relates to CLIA member lines, which represent 26 of the world’s major cruise lines, the majority of which are based in North America, including Regent Seven Seas.

The two appraisals cited in this prospectus were commissioned by us from leading independent ship brokerage firms, Fearnleys AS (“Fearnley”) and Rocca & Partners S.R.L. (“Rocca”), during February 2011. The appraisals are based upon the completion of scheduled dry-docks. Fearnley, established in 1869, is a leading international provider of shipping services and offers a diverse array of service products to accommodate its global client base, including vessel appraisal (including cruise ships), contracting, advisory and financial services. Rocca, established in 1981, is primarily engaged in the business of buying and selling cruise vessels, and valuation and advisory services. Rocca acts as an advisor on behalf of major cruise lines, ship owners and shipyards across the world.

Although we believe that the third-party sources are reliable, we have not independently verified market industry data provided by third parties or by industry or general publications. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates, in particular as they relate to market share and our general expectations, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the sections entitled “Note Regarding Forward-Looking Statements” and “Risk Factors” below.

Unless otherwise indicated, in this prospectus the following terms have the meanings set forth below:

PROSPECTUS SUMMARY

This summary provides an overview of selected information and may not contain all of the information that may be important to you. You should read this prospectus carefully in its entirety before making a decision to participate in this exchange offer. In particular, you should read the section entitled “Risk Factors” included elsewhere in this prospectus and the consolidated financial statements and notes thereto included elsewhere in this prospectus.

Regent Seven Seas Cruises

Regent Seven Seas is a leading luxury cruise company with the industry’s most comprehensive all-inclusive product offering across a wide variety of worldwide itineraries. We currently own and operate three, six-star luxury cruise vessels, Seven Seas Navigator, Seven Seas Mariner, and Seven Seas Voyager, with 1,890 berths in the aggregate. Our focus on providing guests with highly personalized service, innovative activities and world-class accommodations has earned us numerous awards. For example, we have been consistently ranked among the top luxury cruise lines by various travel publications and named “World’s Best Large Ship Cruise Line” by Condé Nast Traveler Reader’s Choice Awards in 2010. In addition, we have been named “Best Value, Ultra-Deluxe Six+ Star Category” by Ocean & Cruise News from 1992 to 2010. In June 2011, we were voted as having the best suites at sea by the Cruise Critic Cruisers’ Choice Award—taking both first and second place with Seven Seas Voyager and Seven Seas Mariner, respectively. We also ranked among the best cruise lines in the world in their categories for “Best Overall,” “Best Cruises for Dining,” “Best Cruises for Public Rooms,” “Best Cruises for Shore Excursions” and “Best Cruises For Value”—all in the Small Ship category. Condé Nast Traveler’s Cruise Poll of 2011 rated the Seven Seas Voyager as the #1 Large Cruise Ship and listed Regent’s itineraries among the “Dream Itineraries for 2012.” Epicurious.com rated Seven Seas Mariner as having among the best food at sea in 2011. In 2011 Regent Seven Seas Cruises won top honors in the Virtuoso Performance Awards, which recognize luxury travel experiences. At the 23rd annual Travel Mart conference at the Bellagio in Las Vegas we won for “Best Luxury Cruise Experience,” and was also rated “World’s Best Cruise Line” by readers of Condé Nast Traveler magazine.

Our award-winning fleet features some of the highest space-to-guest and staff-to-guest ratios in the industry, providing guests with individually-tailored service and what we believe to be unparalleled cruise accommodations. We sail to exotic destinations around the world, allowing us to provide our customers with a global and differentiated travel experience. Included in our over 300 destinations are Alaska, the Caribbean, South America, Northern Europe, the Mediterranean, Africa and Asia. Our cruises range from seven days to as many as 143 days, depending on the itinerary. We distinguish ourselves from other cruise competitors on the basis of the quality of our ships, the all-inclusive nature of our product, the individualized service we provide, and the variety of itineraries we sail.

Our target customers are primarily baby boomers, as they represent an upscale customer base that is the largest and the fastest growing segment of the U.S. population. Based on an analysis of our 2011 data, the average Regent Seven Seas customer is 62 years old. Continued innovation across our product offerings not only attracts new cruise passengers, but also drives a high percentage of repeat customer traffic, a consistent source of our passenger and revenue growth. We believe that our customer-centric operating model, and the highly personalized cruise experience that we offer, drive high customer satisfaction and significant repeat bookings totaling 53% of our passenger revenue in 2011. This loyal customer base, combined with our marketing strategy and the fact that guests book cruises up to 21 months in advance, with a cash deposit of 15% to 20% of the total cruise package fare due within seven days of booking, creates significant advance visibility into our future revenue and provides for strong cash flows.

For the fiscal year ended December 31, 2011, we had total revenue of $485.9 million, net income of $11.5 million and Adjusted EBITDA of $96.7 million. This represents an 8% increase, 2% decrease and an 8%

decrease over 2010 revenue, net income and Adjusted EBITDA, respectively. Revenue growth was a result of strong bookings and a favorable pricing environment. Net income decrease, primarily attributable to an increase in dry-dock days in 2011, was offset by lower effective interest rates, resulting from the refinancing of the Second Lien Credit Facility and the expiration of our interest rate swaps in February 2011. Adjusted EBITDA declined due to increased commissions, transportation and other expenses, and the scheduled dry-docks for Seven Seas Mariner and Seven Seas Voyager in 2011.

For the fiscal year ended December 31, 2010, we had total revenue of $449.2 million, net income of $11.8 million and Adjusted EBITDA of $105.2 million. This compares to total revenue of $361.1 million, net loss of $36.5 million and Adjusted EBITDA of $71.7 million for the fiscal year ended December 31, 2009. The $88.1 million increase in total revenues was offset by an increase of $32.2 million in operating expenses and a $7.1 million increase in non-operating expenses resulting in a $48.3 million increase in net income and a $33.5 million increase in Adjusted EBITDA.

We own and operate a three-ship fleet with an aggregate appraised value of $616.3 million, based on the average of the appraisals performed in February 2011 by two independent ship brokerage firms, Fearnley and Rocca. Our fleet of three cruise vessels will secure the exchange notes and the related guarantees on a second-priority mortgage basis.

The Company was incorporated in November 2007. In January 2008, we purchased substantially all of the assets of Regent Seven Seas Cruises, Inc. from Carlson Cruises Worldwide, Inc. and Vlasov Shipping Corporation. We are a wholly-owned subsidiary of PCH, which is a wholly-owned subsidiary of our ultimate parent company, Prestige Cruises International, Inc. (“PCI”). PCI is controlled by funds affiliated with Apollo Global Management, LLC. PCH also owns 100% of Oceania Cruises, the industry’s leading upper premium cruise line.

Industry Overview

We believe that the cruise industry demonstrates the following positive fundamentals:

Strong Industry Growth

Cruising represents a small but growing sector of the overall vacation market. Cruising is a vacation alternative with broad appeal, as it offers a wide range of products from contemporary to luxury service offering to suit the various preferences of vacationing customers of all ages, backgrounds and interests. According to CLIA, only 24% of the U.S. population has ever taken a cruise. The industry’s collective marketing efforts and word of mouth from satisfied customers have produced millions of potential new customers. CLIA estimates that during 2011 approximately 16 million individuals, globally, will have cruised, an estimated increase of 8.0% over the preceding year. Despite this growth, the cruise industry still has lower penetration levels compared to similar land-based vacations. In 2010, 51.5 million people visited Orlando and 37.3 million people visited Las Vegas, which highlights the cruise opportunities that still exist in the U.S. cruise market. Significant growth opportunities also exist for sourcing guests from the European and other international markets, because the percentage of Europeans and Asians taking cruises are lower than the percentage of Americans taking cruises. The number of global cruise passengers has increased in each year since 2000 as cruising has evolved from a niche vacation experience to a leisure holiday with broad appeal across all demographics and nationalities.

LOGO

Attractive Demographics

Long-term demographics are favorable for the cruise industry, in particular for the luxury market. Historically, people 55 years of age and older have had the highest disposable income levels and the most leisure time, making them the prime candidates for upper premium and luxury ship cruising given the associated longer itineraries and higher per diems. In 2010, the 55 year and older age group had 77 million members, representing 25% of the U.S. population. This group is expected to increase to 87 million by 2015 and 106 million by 2025. The demographics in Europe are expected to follow a similar growth trend. There are 3.4 million high net worth individuals in North America, defined as having at least $1.0 million in investable assets. These individuals control $11.6 trillion of wealth and represent 27.2% of the global high net worth individual population.

Market Segment

The cruise sector is segmented into contemporary, premium, upper premium, and luxury categories. The contemporary experience typically includes cruises on larger ships that last seven days or fewer, have a more casual ambiance and are less expensive than premium, upper premium and luxury cruises. The premium experience typically includes cruises that last from seven to fourteen days. Premium cruises emphasize quality, comfort, style and greater worldwide destination-focused itineraries, with higher average pricing than the contemporary segment. Upper premium is a niche market segment defined by an experience that straddles the premium and luxury segments but with smaller ships, higher space per guest and passenger to crew ratios and more refined culinary programs than the premium segment. The luxury experience is characterized by smaller vessel sizes than the contemporary and premium segments, unique itineraries, the highest service standards, the largest accommodations, gourmet culinary programs and all-inclusive highly personalized service. These attributes provide luxury operators pricing leverage as compared to the other segments of the cruise market.

According to CLIA, North American passenger capacity included 216 ships with 328,897 berths at the end of 2011. Luxury cruise brands account for 23 of the 216 ships and 2.8% of total berths. By the end of 2013, the number of luxury berths will remain unchanged at 9,046, but the industry capacity will continue to increase such that luxury berths will only represent 2.6% of total berths.

The figures and attributes in the following chart represent what we believe are the typical characteristics of cruise industry segments:


Segment	Contemporary	Premium	Upper Premium	Luxury
Major Brands	Norwegian Cruise Line Carnival Cruise Line Royal Caribbean Costa MSC Cruises	Holland America Line Celebrity Cruises Princess Cruises Cunard	Oceania Cruises Azamara Club Cruises	Regent Seven Seas Silversea Cruises Crystal Cruises Seabourn Cruises

Berths	1,700 – 5,000+	1,300 – 3,500+	684 – 1,250	200 – 1,070

Per Diem	$100 – $150	$150 – $250	$250 – $400	$600+

Pricing Model	A la carte	A la carte	A la carte	Inclusive

Length of Cruise	7 days or less	7 – 14 days	10 – 35 days	7 – 100+ days

Description	• Largest segment (~50% of market) • Larger ships with fixed dining and focus on onboard activities • Often the choice of first time cruisers	• Accounts for ~30% of market • Somewhat smaller ships with larger cabins and higher levels of service • Still appealing to broad market	• Unique combination of quality and value through midsized vessels • Destination- oriented cruises • Caters to the more experienced, affluent customer segment	• Ultra luxury and personalized service for affluent, experienced cruisers at industry leading per diems • Itineraries are extensive and unique • All inclusive offering

High Barriers to Entry

The cruise industry is characterized by high barriers to entry including the existence of proven operating brands, the large expense of building new and sophisticated ships and the long lead time necessary to construct new high quality vessels. Based on recently announced newbuild vessels, the cost to build a new cruise ship can range from $250.0 million to $1.5 billion or $193,000 to $741,000 per berth, depending on the vessel’s size and product offering with recent luxury cruise vessel newbuildings ranging between $555,000 to $741,000 per berth. The luxury segment in particular has demonstrated high barriers to entry with most of our competitors having been market participants for over 15 years.

Competitive Strengths

Luxury Cruise Operator

base by offering the most all-inclusive product in the industry, personalizing the passenger experience, developing unique itineraries and providing onboard enrichment programs and services. Travel professionals worldwide have recognized this leadership and have rewarded Regent Seven Seas with a significant number of industry honors.

Unique and High Quality Fleet

Our fleet, which consists of three owned ships, is designed to provide guests with the highest quality cruise experience throughout their stay. Our accommodations are large and luxurious, with space ratios of 58.27 to 68.68 (gross tons per guest), which are among the highest in the industry. Capacity is limited to 490 to 700 guests, allowing us to give each passenger a unique, personalized experience. As a result, our ships are less likely to have crowding or lines. Our cruises are staffed at a crew-to-guest ratio of approximately 1-to-1.6, further promoting individually tailored luxury service. Our three ships offer all-suite accommodations, with 90-100% of the suites featuring private balconies. We believe that Seven Seas Mariner and Seven Seas Voyager are the only ships in the world offering 100% suite-with-balcony accommodations.

Unique and Differentiated Product Offering

We offer the industry’s most comprehensive all-inclusive cruising model, which differentiates us from all other luxury cruise operators. Nearly every part of the cruise experience is included in the base price, from round-trip air transportation, pre-cruise hotel accommodations, fine dining, staff gratuities, shore excursions, to top-shelf open bars. We believe this differentiated all-inclusive offering provides a compelling value proposition for both customers and travel agents. We also believe our destination-focused itineraries, meaningfully augmented by exciting shore excursions and other land-based programs, including a diverse set of enrichment programs which include workshops, lectures and classes led by relevant and often famous guest speakers, further differentiate us from many of our competitors. We feature itineraries that call on “must-see” and exotic destinations, many of which include overnight stays in port, allowing guests to enjoy greater local cultural immersion. Our onboard dining experience features multiple open seating high quality dining venues, including Signatures, on two of our three vessels. Our spa facilities on each vessel feature the state-of-the-art Canyon Ranch SpaClub. We believe that this high quality product offering positions us well versus other luxury cruise operators and provides us with an opportunity to grow occupancy and maximize yield.

Loyal and Repeat Customer Base

Our award-winning service, itineraries and all-inclusive model have resulted in nearly-perfect guest satisfaction ratings. Of the guests that responded to our 2011 onboard survey, we constantly score at our target of 9 or better on a scale of 10, based on the average score received from all guests per cruise. On the question of how likely the guest was to cruise with us again, we received a rating of 100% of our target. As a result of high customer satisfaction, repeat guests accounted for approximately 53% of total guests aboard our ships as of December 31, 2011 (on a passenger revenue basis). We benefit from this loyal customer base in that approximately 11% of the bookings, as measured by passenger revenue, are made directly with us as opposed to through travel agents, wholesalers, tour operators or another third-party distribution channel, with such direct bookings generating higher margins than those made through third parties. Our ability to consistently deliver a high quality product and achieve significant guest satisfaction continues to be a competitive advantage.

High Visibility and Differentiated Revenue Management Strategy

20-30% ahead of our industry peers. Unlike many cruise lines that discount inventory regularly, our strategy is to increase marketing efforts as the cruise date approaches to achieve targeted occupancy levels. We clearly articulate to customers and travel agents that prices will only increase as the cruise date approaches, as well as the specific dates on which those increases will occur. As such, we have educated the market that it is best to book a cruise with us early to obtain the best suites at the best value. We believe the travel agent community favors our go-to-market strategy as it allows them to provide value to their customers in a completely transparent manner, resulting in additional bookings well in advance of sailings. This early booking cycle allows us to make more informed decisions about pricing, inventory management and marketing efforts as the cruise date approaches.

Cash Flow Generation

Our business model allows us to generate a significant amount of free cash flow with high visibility. We begin to sell our inventory of suites up to 21 months prior to sailing with deposits due within seven days of booking and final payments generally collected 120 days before sailing. This results in working capital being a source of cash, provides visibility into our future revenues and corresponding cash flows and gives us ample time to adjust marketing initiatives as necessary. In addition, with no scheduled newbuilds and having invested significant capital over the past three years to refurbish and upgrade our three ships, we project maintenance capital expenditure levels to be reduced from recent levels of spending. Moreover, we benefit from a favorable tax status as our income is primarily derived from the operation of cruise ships in international waters. As a result of these factors, we generate significant free cash flow; a portion of which we currently anticipate will be used for debt reduction. For example, we reduced our Net Debt by $14.6 million in 2011 and $34.5 million in 2010.

Experienced Management Team

We are led by a management team with extensive cruise and leisure industry experience, with ownership in PCI, our ultimate parent company, and the managing of other global businesses. The team includes Mr. Frank J. Del Rio as Chairman and Chief Executive Officer of PCI and PCH with 19 years of industry experience, Mr. Kunal S. Kamlani as President and COO of PCH with 18 years of experience in the financial services and leisure industries, Mr. Mark S. Conroy as President of Regent Seven Seas with 39 years of industry experience, Mr. T. Robin Lindsay as Executive Vice President of Vessel Operations of PCI and PCH with 33 years of industry experience, and Mr. Jason M. Montague as Chief Financial Officer of PCI and PCH with 11 years of industry experience.

Shareholders

Our principal shareholder, Apollo, has experience investing in the cruise, leisure and travel-related industries. In addition to holding a controlling interest in PCH, through PCI, which in turn owns Regent Seven Seas and Oceania Cruises, Apollo holds a controlling interest in NCL Corporation Ltd., one of the leading global cruise line operators with operations in the contemporary segment of the cruise industry. For information regarding potential conflicts of interest relating to our shareholder, see “Risk Factors—Risks Related to Our Business—Our sponsor controls us and our sister company, Oceania Cruises, through its control of our parent companies PCI and PCH, and the interests of our sponsor and our parent companies may conflict with or differ from your interests.”

Operating Strategies

We seek to attract affluent vacationers by offering a world class luxury cruise product and service through unique and diverse itineraries aboard our three ships.

Leverage our All-Inclusive Positioning

added pre-cruise hotel packages in 2011 as part of our all-inclusive product offering. Through heightened communication with our travel agent partners and guests and the continued development of innovative marketing strategies, which are designed to emphasize our array of services and all-inclusive offering, we strive to increase our brand recognition and continue to grow our base of loyal customers.

Focus on Occupancy Growth and Maximize Per Diem Metrics

We are concentrating on improving our early booking occupancy rates to drive a higher per diem. We believe that better targeted and higher frequency marketing with a clear message of our brand attributes and the differentiated value-packed all-inclusive offerings in both the North American and international markets will help us maximize our occupancy ratio. To increase the benefits of our targeted marketing programs, we opened an outbound call center focused on optimizing leads created by our marketing programs and following up directly with consumers who have expressed interest in cruising with us. We believe this strategic change and other improvements to our sales organization and channels will help drive future growth in occupancy. As an additional market opportunity, we are also focused on sourcing passengers from the European market. As of December 31, 2011, Europe represented 11% of Regent Seven Seas’ volume as measured by European cruise revenue to total cruise revenues.

Pursue Disciplined Growth

As we achieve higher occupancy levels, we will consider various avenues available to us to enable further growth in passenger capacity. These possibilities include potential acquisitions of other cruise operators or a newbuild program in the future. These growth initiatives will be considered and potentially implemented longer term as it takes at least three years of lead time for a newbuild program and we believe that currently, there are no existing vessels available that would be complementary to our existing fleet. When evaluating growth opportunities, we will continue to focus on profitability and cash flow as well as maintaining a moderate leverage profile.

Fleet Overview

We operate three six-star luxury cruise vessels, Seven Seas Navigator, Seven Seas Mariner and Seven Seas Voyager with, what we believe to be, world-class accommodations and amenities, 1,890 berths in aggregate and an average age of approximately nine years. We operate at a maximum capacity of approximately 675,000 capacity nights per annum. Capacity on each ship is limited to 490 to 700 guests and our cruises are staffed at a crew-to-guest ratio of approximately 1-to-1.6. All of our ships offer all-suite accommodations with 90-100% of the suites featuring private balconies. We believe that Seven Seas Mariner and Seven Seas Voyager are the only ships in the world offering 100% suite-with-balcony accommodations.

The following table describes certain features of our vessels:


	Seven Seas Voyager	Seven Seas Mariner	Seven Seas Navigator
Entered Fleet	2003	2001	1999

Berths	700	700	490

Balcony Offerings	100%	100%	90%

Gross Tonnage	42,363	48,075	28,803

Space Ratio (gross tons per guest)	60.52	68.68	58.27

Suite Size	350 – 1,403 sq ft	301 – 2,002 sq ft	301 – 1,173 sq ft

Crew-to-Guest Ratio	1:1.6	1:1.6	1:1.4

Country of Registry	Bahamas	Bahamas	Bahamas

Restaurants	4	4	3

Destinations	Asia Pacific Africa & India Mediterranean Northern Europe	South America Mediterranean Tropics	Tropics Alaska Canada New England

We have invested over $100 million from February 2008 through December 2011 to completely modernize our fleet. These renovations represent major elevations of the Regent Seven Seas product.

Our History

PCH initially served as the parent company and 100% owner of Oceania Cruises, an upper premium cruise line, which currently operates four vessels on worldwide itineraries. None of PCH, PCH’s direct or indirect stockholders (including PCI), Oceania Cruises or Oceania Cruises’ subsidiaries is an obligor or a guarantor of the notes and none of their respective assets or equity will be pledged as collateral.

In January 2008, PCH completed its acquisition through the Issuer of substantially all of the assets of Regent Seven Seas Cruises, Inc. and the equity of certain of its affiliated companies and joint ventures from Carlson Cruises Worldwide, Inc. and Vlasov Shipping Corporation. PCH is the largest operator in the upper premium and luxury segments of the cruise industry with approximately 5,200 berths between the Oceania Cruises and Regent Seven Seas brands, this number is expected to grow in 2012 as a result of a newbuild currently under construction at Oceania Cruises, our sister company.

Our Sponsor

Apollo is a leading global alternative asset manager with offices in New York, Los Angeles, London, Frankfurt, Luxembourg, Singapore, Hong Kong and Mumbai. As of December 31, 2011, Apollo had assets under management of $75.2 billion invested in its private equity, capital markets and real estate businesses. In addition to holding a controlling interest in PCH, through PCI, which in turn owns Regent Seven Seas and Oceania Cruises, Apollo holds a controlling interest in NCL Corporation Ltd., one of the leading global cruise line operators with operations in the contemporary segment of the cruise industry. Apollo also has current investments in other travel and leisure companies, including Caesars Entertainment and AMC Entertainment, and has in the past invested in Vail Resorts, Wyndham International and other hotel properties. For information regarding potential conflicts of interest relating to our sponsor, see “Risk Factors—Risks Related to Our Business—Our sponsor controls us and our sister company, Oceania Cruises, through its control of our parent companies PCI and PCH, and the interests of our sponsor and our parent companies may conflict with or differ from your interests.”

⁽⁴⁾

Each of Prestige Cruise Services (Europe) Limited, Supplystill Limited, Celtic Pacific (UK) Limited, Celtic Pacific (UK) Two Limited, Mariner, LLC and SSC (France) LLC is a Guarantor of the notes (liability for such guarantee is joint and several). Supplystill Limited owns Seven Seas Voyager, Celtic Pacific (UK) Two Limited owns Seven Seas Navigator, and Mariner, LLC owns Seven Seas Mariner.

⁽⁵⁾	The aggregate appraised value of the Collateral Vessels is $616.3 million, based on the average of appraisals performed in February 2011 by two independent ship brokerage firms, Fearnley and Rocca. See “Market and Industry Data and Forecasts.”

Summary of Risks

Our business is subject to certain risks including, but not limited to:

•

An increase in the supply of cruise ships without a corresponding increase in passenger demand could adversely affect our financial condition and results of operations.

•

We face intense competition from other cruise companies as well as non-cruise vacation alternatives and we may not be able to compete effectively which could adversely affect our financial condition and results of operations.

•

Adverse economic conditions in the North American region and throughout the world and related factors such as a higher unemployment rate, fluctuating or increasing fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence could adversely affect our financial condition and results of operations.

•

Acts of terrorism, acts of piracy, armed conflict and threats thereof, and other international events impacting the security of travel could adversely affect the demand for cruises and as a result adversely affect our financial condition and results of operations.

•

We rely on external distribution channels for passenger bookings; major changes in the availability of external distribution channels could undermine our customer base.

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We rely on scheduled commercial airline services for passenger connections; increases in the price of, or major changes or reduction in, commercial airline services could undermine our customer base.

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Increases in fuel prices or other cruise operating costs could have an adverse impact on our financial condition and results of operations.

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Delays in ship refurbishments, repairs and maintenance could adversely affect our results of operations and financial condition.

•

Conducting business internationally may result in increased costs and risks.

•

Attempts to extend into new markets may fail.

•

Future epidemics and viral outbreaks may have an adverse effect on our financial condition and results of operations.

•

The political environment in certain countries where we operate is uncertain and our ability to operate our business as we have in the past may be restricted.

•

Adverse incidents involving cruise ships may have an adverse effect on our financial condition and results of operations.

•

The loss of key personnel, our inability to recruit or retain qualified personnel or the diversion of our key personnel’s attention could adversely affect our results of operations.

•

Our sponsor controls us and our sister company, Oceania Cruises, through its control of our parent companies PCI and PCH, and the interests of our sponsor and our parent companies may conflict with or differ from your interests.

•

Unavailability of ports of call may adversely affect our results of operations and financial condition.

•

Our revenues are seasonal owing to variations in passenger fare rates and occupancy levels at different times of the year; we may not be able to generate revenues that are sufficient to cover our expenses during certain periods of the year.

•

Because we rely on third parties to provide hotel management services for our vessels and other services, we are exposed to the risks facing such providers and, in certain circumstances, we may not be able to replace them or we may be forced to replace them at an increased cost to us.

Additional Information

Seven Seas Cruises S. DE R.L. is a sociedad de responsabilidad limitada, organized and existing under the laws of the Republic of Panama. Our principal executive offices are located at 8300 NW 33^rd Street, Suite 100, Miami, FL 33122. Our telephone number at that address is (305) 514-2300. Our website is www.rssc.com. The information that appears on our website is not part of, and is not incorporated by reference into, this prospectus.

Summary of the Exchange Offer

Exchange Offer

We are offering to exchange $225,000,000 aggregate principal amount of our exchange notes for a like aggregate principal amount of our initial notes. In order to exchange your initial notes, you must properly tender them and we must accept your tender. We will exchange all outstanding initial notes that are validly tendered and not validly withdrawn.

Expiration Date

This exchange offer will expire at 12:00 midnight, New York City time, at the end of , 2012, unless we decide to extend it.

Conditions to the Exchange Offer

We will complete this exchange offer only if:

•

there is no change in the laws and regulations which would impair our ability to proceed with this exchange offer;

•

there is no change in the current interpretation of the staff of the Securities and Exchange Commission (the “SEC”) permitting resales of the exchange notes; and

•

there is no stop order issued by the SEC that would suspend the effectiveness of the registration statement which includes this prospectus or the qualification of the exchange notes under the Trust Indenture Act of 1939.

Please refer to the section in this prospectus entitled “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Initial Notes

To participate in this exchange offer, you must complete, sign and date the letter of transmittal or its facsimile and transmit it, together with your initial notes to be exchanged and all other documents required by the letter of transmittal, to Wilmington Trust, National Association, as exchange agent, at its address indicated under “The Exchange Offer—Exchange Agent.” In the alternative, you can tender your initial notes by book-entry delivery following the procedures described in this prospectus. For more information on tendering your notes, please refer to the section in this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes.”

Special Procedures for Beneficial Owners

If you are a beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your initial notes in the exchange offer, you should contact the registered holder promptly and instruct that person to tender on your behalf.

Guaranteed Delivery Procedures

If you wish to tender your initial notes and you cannot get the required documents to the exchange agent on time, you may tender your notes by using the guaranteed delivery procedures described under the section of this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure.”

Withdrawal Rights

You may withdraw the tender of your initial notes at any time before 12:00 midnight, New York City time, on the expiration date of the exchange offer. To withdraw, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its address indicated under “The Exchange Offer—Exchange Agent” before 12:00 midnight, New York City time, on the expiration date of the exchange offer.

Acceptance of Initial Notes and Delivery of Exchange Notes

If all the conditions to the completion of this exchange offer are satisfied, we will accept any and all initial notes that are properly tendered in this exchange offer on or before 12:00 midnight, New York City time, on the expiration date. We will return any initial note that we do not accept for exchange to you without expense promptly after the expiration date. We will deliver the exchange notes to you promptly after the expiration date. Please refer to the section in this prospectus entitled “The Exchange Offer—Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes.”

Federal Income Tax Considerations Relating to the Exchange Offer

Exchanging your initial notes for exchange notes will not be a taxable event to you for United States federal income tax purposes. Please refer to the section of this prospectus entitled “Certain U.S. Federal Income Tax Considerations.”

Exchange Agent

Wilmington Trust, National Association is serving as exchange agent in the exchange offer.

Fees and Expenses

We will pay all expenses related to this exchange offer. Please refer to the section of this prospectus entitled “The Exchange Offer—Fees and Expenses.”

Use of Proceeds

We will not receive any proceeds from the issuance of the exchange notes. We are making this exchange offer solely to satisfy certain of our obligations under our registration rights agreement entered into in connection with the offering of the initial notes.

Consequences to Holders Who Do Not Participate in the Exchange Offer

If you do not participate in this exchange offer:

•

except as set forth in the next paragraph, you will not necessarily be able to require us to register your initial notes under the Securities Act;

•

you will not be able to resell, offer to resell or otherwise transfer your initial notes unless they are registered under the Securities Act or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act; and

•

the trading market for your initial notes will become more limited to the extent other holders of initial notes participate in the exchange offer.

You will not be able to require us to register your initial notes under the Securities Act unless:

•

the exchange offer is not permitted by applicable law or SEC policy;

•

an initial purchaser requests us to register initial notes that are not eligible to be exchanged for exchange notes in the exchange offer;

•

you are not eligible to participate in the exchange offer; or

•

you may not resell the exchange notes you acquire in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by you.

In these cases, the registration rights agreement requires us to file a registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for the benefit of the holders of the initial notes described in this paragraph. We do not currently anticipate that we will register under the Securities Act any notes that remain outstanding after completion of the exchange offer.

Please refer to the section of this prospectus entitled “The Exchange Offer—Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences.”

Resales

It may be possible for you to resell the notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to the conditions described under “—Obligations of Broker-Dealers” below.

To tender your initial notes in this exchange offer and resell the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, you must make the following representations:

•

you are authorized to tender the initial notes and to acquire exchange notes, and that we will acquire good and unencumbered title thereto;

•

the exchange notes acquired by you are being acquired in the ordinary course of business;

•

you have no arrangement or understanding with any person to participate in a distribution of the exchange notes and are not participating in, and do not intend to participate in, the distribution of such exchange notes;

•

you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of ours, or you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•

if you are not a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of exchange notes; and

•

if you are a broker-dealer, initial notes to be exchanged were acquired by you as a result of market-making or other trading activities and you will deliver a prospectus in connection with any resale, offer to resell or other transfer of such exchange notes.

Please refer to the sections of this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes—Proper Execution and Delivery of Letters of Transmittal,” “Risk Factors—Risks Related to the Exchange Offer—Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes” and “Plan of Distribution.”

Obligations of Broker-Dealers

If you are a broker-dealer (1) who receives exchange notes, you must acknowledge that you will deliver a prospectus in connection with any resales of the exchange notes, (2) who acquired the initial notes as a result of market making or other trading activities, you may use the exchange offer prospectus as supplemented or amended, in connection with resales of the exchange notes, or (3) who acquired the initial notes directly from the Issuer in the initial offering and not as a result of market making and trading activities, you must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in connection with resales of the exchange notes.

Summary of Terms of the Exchange Notes

The summary below describes the principal terms of the exchange notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Notes” section of this prospectus contains a more detailed description of the terms and conditions of the notes.

Issuer

Seven Seas Cruises S. DE R.L., a Panamanian sociedad de responsabilidad limitada.

Exchange Notes

$225,000,000 aggregate principal amount of our 9.125% Second-Priority Senior Secured Notes due 2019. The forms and terms of the exchange notes are the same as the form and terms of the initial notes except that the issuance of the exchange notes is registered under the Securities Act, will not bear legends restricting their transfer and the exchange notes will not be entitled to registration rights under our registration rights agreement. The exchange notes will evidence the same debt as the initial notes, and both the initial notes and the exchange notes will be governed by the same indenture.

Maturity Date

May 19, 2019

Interest Rate

9.125% per annum

Interest Payment Dates

May 15 and November 15 of each year

Security

The exchange notes and the guarantees are secured by second-priority ship mortgage liens on our three passenger cruise ships, Seven Seas Navigator, Seven Seas Voyager and Seven Seas Mariner (collectively, the “Collateral Vessels”), and a second-priority security interest in all earnings, proceeds of insurance and certain other interests, including certain intercompany indebtedness, related to the Collateral Vessels, in each case subject to certain exceptions and permitted liens.

The collateral securing the notes and the guarantees is the same as the collateral securing our senior secured credit facilities (other than pledges of ordinary shares or similar items of the Guarantors, which secure our senior secured credit facilities but will not secure the notes and PCH’s guarantee of the senior secured credit facilities, which the notes will not have the benefit of). The liens securing the notes and the guarantees are second in priority to the liens on the collateral securing our senior secured credit facilities.

The value of collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the collateral. The liens on the collateral may be released without the consent of the holders of notes if collateral is disposed of in a transaction that complies with the indenture and security documents, including in accordance with the provisions of an intercreditor agreement. In the event of a liquidation of the collateral, the proceeds may not be sufficient to satisfy the obligations under the notes. See “Description of Notes—Security for the Notes and the Subsidiary Guarantees.”

The aggregate appraised value of the Collateral Vessels is $616.3 million, based on the average of appraisals performed in February 2011 by two ship brokerage firms, Fearnley and Rocca. See “Market and Industry Data and Forecasts.” As of December 31, 2011, the total Net Debt secured by the Collateral Vessels was $450 million.

Guarantees

The exchange notes are jointly and severally, and fully and unconditionally guaranteed by all of our existing subsidiaries, including without limitation those that wholly own the Collateral Vessels, (i) Celtic Pacific (UK) Two Limited, a company organized under the laws of The Bahamas, which owns our ship Seven Seas Navigator, (ii) Supplystill Limited, a company organized under the laws of England and Wales, which owns our ship Seven Seas Voyager and (iii) Mariner, LLC, a company organized under the laws of the Republic of the Marshall Islands, which owns our ship Seven Seas Mariner. See “Description of Notes—Subsidiary Guarantees.”

Ranking

The exchange notes and the guarantees are our senior secured debt. Except as otherwise described below, the notes and the guarantees will:

•

rank equally in right of payment with all of our and the Guarantors’ existing and future senior indebtedness, including the amounts outstanding under our senior secured credit facilities;

•

effectively senior to all of our and the Guarantors’ existing and future senior unsecured debt, to the extent of the value of the collateral securing the guarantees of the notes and our senior secured credit facilities;

•

rank senior in right of payment to all of our and the Guarantors’ existing and future subordinated indebtedness; and

•

be effectively subordinated with respect to the collateral to all of our and the Guarantors’ existing and future secured indebtedness under our senior secured credit facilities and to any other obligations that are permitted to be secured with a prior lien on the collateral securing the notes and the guarantees, to the extent of the value of the assets securing our senior secured credit facilities and any such other obligations. See “Description of Notes—Security for the Notes and the Subsidiary Guarantees” and “Description of Notes—Subsidiary Guarantees.”

Optional Redemption

Prior to May 15, 2015, we may redeem the notes, in whole or in part, at a price equal to 100% of the principal amount of the notes redeemed plus any accrued and unpaid interest thereon and a “make-whole” premium.

On or after May 15, 2015, we may redeem the notes, in whole or in part, at the redemption prices set forth under “Description of Notes—Optional Redemption.”

At any time before May 15, 2014, we may redeem up to 35% of the aggregate principal amount of notes issued with the net proceeds of certain equity offerings, so long as:

•

we pay 109.125% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of redemption;

•

we redeem the notes within 90 days of completing the equity offering; and

•

at least 65% of the aggregate principal amount of notes issued remains outstanding afterwards.

See “Description of Notes—Optional Redemption.”

Tax Redemption

If certain changes in the law of any relevant Tax Jurisdiction (as defined in “Description of Notes—Redemption for Changes in Taxes”) become effective that would cause us to become obligated to pay certain Additional Amounts (as defined in “Description of Notes—Additional Amounts”) as a result of the imposition of withholding taxes on the payments on the notes, we may redeem the notes in whole, but not in part, at any time, at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date and all Additional Amounts, if any, which otherwise would be payable to the date of redemption. See “Description of Notes—Redemption for Changes in Taxes.”

Change of Control

If we experience a change of control under certain circumstances, we must offer to repurchase all of the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See “Description of Notes—Change of Control.”

Collateral Asset Sale Proceeds

If we or our subsidiaries engage in asset sales of collateral or the stock of a Guarantor that directly or indirectly owns any Collateral Vessel, we generally must either invest the net cash proceeds from such asset sales in our business within a specific period of time, prepay our or the Guarantors’ debt secured on a first-priority secured basis, ratably offer to purchase the notes and pari passu debt that is secured by our same collateral, or make an offer to purchase a principal amount of the notes equal to the excess net cash proceeds; provided that, upon giving effect to such repayment and any related transactions, the Loan-to-Value Ratio (as defined in “Description of Notes—Certain Definitions—Loan-to-Value Ratio”) shall either be (x) equal to or less than the Loan-to-Value Ratio immediately prior to giving effect to such repayment or (y) no greater than 75%. See “Description of Notes—Certain Covenants—Asset Sales” and “Description of Notes—Certain Definitions—Loan-to-Value Ratio.”

Certain Covenants

The indenture that will govern the notes will contain covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to:

•

incur or guarantee additional indebtedness or issue preferred stock;

•

grant liens on certain assets to secure debt;

•

pay dividends or make distributions to our stockholders;

•

repurchase or redeem capital stock or subordinated indebtedness;

•

make investments or acquisitions;

•

incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us;

•

enter into transactions with our affiliates;

•

merge or consolidate with other companies or transfer all or substantially all of our assets;

•

transfer or sell assets;

•

pledge the capital stock issued by the Guarantors; and

•

designate our subsidiaries as unrestricted subsidiaries.

If, on any date following the issuance date, certain conditions are met, including that during such time the notes maintain an investment grade rating, certain covenants described above will not be applicable to the notes. The covenants above are also subject to a number of other important limitations and exceptions. See “Description of Notes—Certain Covenants.”

Absence of a Public Market for the Exchange Notes

The exchange notes are new securities with no established market for them. We cannot assure you that a market for these exchange notes will develop or that this market will be liquid. Please refer to the section of this prospectus entitled “Risk Factors—Risks Related to the Notes—There is no active trading market for the exchange notes and one may not develop.”

Form of the Exchange Notes

The exchange notes will be represented by one or more permanent global securities in registered form deposited on behalf of The Depository Trust Company with Wilmington Trust, National Association, as custodian. You will not receive exchange notes in certificated form unless one of the events described in the section of this prospectus entitled “Description of Notes—Book Entry; Delivery and Form—Exchange of Book Entry Notes for Certificated Notes” occurs. Instead, beneficial interests in the exchange notes will be shown on, and transfers of these exchange notes will be effected only through, records maintained in book entry form by The Depository Trust Company with respect to its participants.

Use of Proceeds

We will not receive any proceeds from the issuance of the exchange notes in exchange for the outstanding initial notes. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the initial notes.

Risk Factors

You should consider carefully the information set forth in the section entitled “Risk Factors” beginning on page 19 and all other information contained in this prospectus before deciding to participate in the exchange offer.

For additional information regarding the notes, see the “Description of Notes” section of this prospectus.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The summary historical consolidated financial data as of and for the years ended December 31, 2011, 2010 and 2009 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements and the notes thereto have been prepared in accordance with GAAP. In addition, we present certain “Other data” which is unaudited.

The historical consolidated financial and other data presented below is only a summary and should be read in conjunction with the sections of this prospectus entitled “Selected Historical Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus. Historical results are not necessarily indicative of results that may be expected for any future period.


	Year ended December 31,
(in thousands)	2011			2010			2009
Statement of operations data
Revenue
Passenger ticket	$	437,582		$	400,368		$	315,869
Onboard and other		48,313			48,873			45,273

Total revenue		485,895			449,241			361,142

Cruise operating expense
Commissions, transportation and other		150,580			124,671			88,604
Onboard and other		12,035			12,640			15,136
Payroll, related and food		73,098			69,415			64,712
Fuel		40,592			32,240			25,578
Other ship operating		38,524			39,067			33,362
Other		14,044			6,479			29,477

Total cruise operating expense		328,873			284,512			256,869
Selling and administrative		72,279			77,376			67,240
Depreciation and amortization		39,222			36,523			42,107

Total operating expense		440,374			398,411			366,216

Operating income (loss)		45,521			50,830			(5,074	)

Non-operating income (expense)
Interest expense		(31,497	)		(38,753	)		(41,983	)
Interest income		222			100			85
Other income (expense)⁽¹⁾		(2,928	)		(130	)		10,181

Total non-operating expense		(34,203	)		(38,783	)		(31,717	)

Income (loss) before income taxes		11,318			12,047			(36,791	)
Income tax benefit (expense), net		139			(292	)		292

Net income (loss)	$	11,457		$	11,755		$	(36,499	)


(in thousands, except Other data (other than Adjusted EBITDA and Capital expenditures))	As of or for the Year ended December 31,
	2011			2010			2009
Balance sheet data
Cash and cash equivalents	$	68,620		$	37,258		$	27,754
Restricted cash ⁽²⁾		20,743			4,075			7,095
Property and equipment, net		655,360			656,848			686,084
Total assets		1,283,790			1,229,877			1,254,232
Passenger deposits		165,990			153,705			144,491
Total debt		518,500			501,786			526,786
Total liabilities		739,152			700,309			749,558
Total members’ equity		544,638			529,568			504,674

Other data ⁽³⁾
Passenger Days Sold ⁽⁴⁾		616,490			602,191			512,699
Available Passenger Cruise Days ⁽⁴⁾		670,950			673,050			640,250
Occupancy		91.9	%		89.5	%		80.1	%
Gross Yield ⁽⁴⁾	$	724.19		$	667.47		$	564.06
Net Per Diem ⁽⁴⁾		524.39			517.99			502.05
Net Yield ⁽⁴⁾		481.82			463.46			402.03
Adjusted EBITDA ⁽⁵⁾		96,667			105,201			71,736
Capital expenditures ⁽⁶⁾		31,107			18,853			25,026
Ratio of Earnings to Fixed Charges ^{(7) (8)}		1.4			1.4			—

⁽¹⁾	Other income (expense) consists of a variety of non-operating items including but not limited to foreign translation gains and losses, realized gain on early extinguishment of debt, and gains (losses) on derivative instruments.

⁽²⁾	Restricted cash represents reserve requirements for credit card and vendor agreements and collateral for certain obligations. As of December 31, 2011, restricted cash included $20.0 million, which the long-term portion was reported in other assets.

⁽³⁾

We use certain non-GAAP financial measures, such as EBITDA, as defined below, Adjusted EBITDA, Net Per Diem, and Net Revenue to enable us to analyze our performance. We utilize these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of our performance, and some of these measures are commonly used in the cruise industry to measure performance. Our use of non-GAAP financial measures may not be comparable to other companies within our industry.

⁽⁴⁾

The following table shows Passenger Days Sold (refers to the number of revenue passengers carried for the period multiplied by the number of days within the period in their respective cruises), Available Passenger Cruise Days (refers to a measurement of capacity that represents double occupancy per suite multiplied by the number of cruise days for the period), Per Diem (Net Revenue divided by passenger days sold), Gross Yield (Total Revenue divided by Available Passenger Cruise Days) and Net Yield (Net Revenue divided by Available Passenger Cruise Days):


(in thousands, except Passenger Days Sold, Available Passenger Cruise Days, Net Per Diem, and Yield data)	Year ended December 31,
	2011		2010		2009
Passenger ticket revenue	$	437,582	$	400,368	$	315,869
Onboard and other revenue		48,313		48,873		45,273

Total revenue		485,895		449,241		361,142
Less:
Commissions, transportation and other expense		150,580		124,671		88,604
Onboard and other expense		12,035		12,640		15,136

Net Revenue ⁽³⁾	$	323,280	$	311,930	$	257,402

Passenger Days Sold ⁽⁴⁾		616,490		602,191		512,699
Available Passenger Cruise Days ⁽⁴⁾		670,950		673,050		640,250
Net Per Diem ⁽³⁾⁽⁴⁾	$	524.39	$	517.99	$	502.05
Gross Yield ⁽³⁾⁽⁴⁾		724.39		667.47		564.06
Net Yield ⁽³⁾⁽⁴⁾		481.82		463.46		402.03

⁽⁵⁾	Adjusted EBITDA is EBITDA plus certain non-cash or non-recurring expenses and charges as well as the impact of settled fuel hedges. For a reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA, please see the table at the end of this footnote.

EBITDA is defined, for purposes of the table below, as net income (loss) excluding depreciation and amortization, net interest expense, and income tax benefit (expense), and it is used by management to measure operating performance of the business. Management believes EBITDA, as so defined, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of our business, such as sales growth, operating costs, selling, general and administrative expenses and other operating income and expense. While EBITDA, as so defined, is not a recognized measure under GAAP, management uses this financial measure to evaluate and forecast our business performance. This non-GAAP financial measure has certain material limitations, including:

•

It does not include net interest expense. As we have borrowed money for general corporate purposes, interest expense is a necessary element of our costs and ability to generate profits and cash flows; and

•

It does not include depreciation and amortization expense. As we use capital assets, depreciation and amortization are necessary elements of our costs and ability to generate profits and cash flows. Management compensates for these limitations by using EBITDA, as defined, as only one of several measures for evaluating our business performance. In addition, capital expenditures, which impact depreciation and amortization, net interest expense, and income tax benefit (expense), are reviewed separately by management.

Management believes EBITDA, as so defined, and Adjusted EBITDA can provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future.

Adjusted EBITDA is also used as a basis to calculate our adherence to certain debt covenant ratios, as more fully described in “Description of Other Indebtedness.” Certain covenants in our debt agreement are based

on financial ratios that reference Adjusted EBITDA. Such covenants restrict our ability to incur or guarantee additional debt and make certain acquisitions in each case under certain circumstances and subject to various exceptions. See “Description of Notes—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” “Description of Notes—Certain Definitions—EBITDA,” “Description of Notes—Certain Definitions—Fixed Charge Coverage Ratio” and “Description of Notes—Certain Definitions—Fixed Charges.”

We believe that the inclusion of the supplemental adjustments applied in calculating Adjusted EBITDA for purposes of such ratios is appropriate to provide additional information to investors to assess our ability to take certain actions in the future, such as the incurrence of additional secured indebtedness. You are encouraged to evaluate the adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

EBITDA and Adjusted EBITDA are not defined terms under GAAP. Adjusted EBITDA differs from the term “EBITDA” as it is commonly used. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or measures comparable to net income it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments, and tax payments, and it is subject to certain additional adjustments as permitted under our debt agreement. Our use of Adjusted EBITDA may not be comparable to other companies within our industry.

The following table is a reconciliation of Net income (loss) to EBITDA and to Adjusted EBITDA:


(in thousands)	Year ended December 31,
(in thousands)	2011			2010		2009
Net income (loss)	$	11,457		$	11,755	$	(36,499	)
Net interest expense		31,275			38,653		41,898
Depreciation and amortization		39,222			36,523		42,107
Income tax (benefit) expense, net		(139	)		292		(292	)

EBITDA		81,815			87,223		47,214
Other (income) expense		2,928			130		(10,181	)
Equity-based compensation/transactions ^(a)		799			2,154		4,421
Non-recurring expenses ^(b)		4,006			13,277		26,211
Restructuring charges ^(c)		820			1,288		1,022
Fuel hedge gain ^(d)		5,125			1,129		3,049
Loss on disposals ^(e)		1,174			—		—

Adjusted EBITDA	$	96,667		$	105,201	$	71,736

^(a)

Equity-based compensation/transactions represent stock compensation expense in each year and a non-cash expense in 2009 to our third-party hotel management services provider for contractual minimum guarantees.

^(b)

Non-recurring expenses represents the net impact of time out of service as a result of unplanned and non-recurring repairs to vessels; expenses associated with consolidating corporate headquarters; professional fees and other costs associated with raising capital through debt and equity offerings; certain litigation fees; and the fees paid to license the name “Regent” from 2009 to 2010 and the first quarter of 2011. In February 2011, we amended the Regent license agreement to perpetually license the “Regent” name; as such we will not incur any future license fees.

^(c)

Restructuring charges represents the costs associated with non-recurring expenses associated with personnel changes, costs associated with bringing the deck and engine operations in-house,

Before making a decision to participate in the exchange offer, you should carefully consider the risks described below. If any of the following risks actually occur, our business, financial condition, results of operations and cash flows could be materially adversely affected. In any such case, you may lose all or part of your original investment. In addition to the risks described below, you should also carefully consider the information set forth in the sections of this prospectus entitled “Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as all our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

The issuance of the exchange notes may adversely affect the market for the initial notes.

To the extent the initial notes are tendered and accepted in the exchange offer, the trading market for the untendered and tendered but unaccepted initial notes could be adversely affected. Because we anticipate that most holders of the initial notes will elect to exchange their initial notes for exchange notes due to the absence of restrictions on the resale of exchange notes under the Securities Act, we anticipate that the liquidity of the market for any initial notes remaining after the completion of this exchange offer may be substantially limited. Please refer to the section in this prospectus entitled “The Exchange Offer—Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences.”

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under this act. We do not and will not assume, or indemnify you against, this liability.

The notes and the guarantees are secured only to the extent of the value of the assets that have been granted as security for the notes and the guarantees, which may not be sufficient to satisfy the obligations under the notes and the guarantees, and in the event that the security is enforced against the collateral, the holders of the notes will receive proceeds from the collateral only after the lenders under our senior secured credit facilities.

Substantially all the assets owned by the Issuer and the Guarantors on the date of the indenture or thereafter acquired, and all proceeds therefrom, including the collateral for the notes, are subject to first-priority liens in favor of the lenders under our senior secured credit facilities. The Issuer’s and the Guarantors’ failure to comply with the terms of the senior secured credit facilities could entitle those lenders to declare all indebtedness thereunder to be immediately due and payable. If the Issuer and the Guarantors were unable to service the indebtedness under the senior secured credit facilities, the lenders could foreclose on the assets that serve as collateral for the guarantees. In addition, the collateral securing the notes and the guarantees may secure certain hedging obligations owing to lenders or their affiliates as permitted by the terms of the senior secured credit facilities. The holders of the notes have second-priority liens on such assets other than the stock or other equity

interest of our subsidiaries. As a result, upon any distribution to our creditors, liquidation, reorganization or similar proceedings, or following acceleration of any of our indebtedness or an event of default under our indebtedness and enforcement of the collateral securing the notes and the guarantees, the lenders under our senior secured credit facilities are entitled to be repaid in full from the proceeds of all the pledged assets owned by the Issuer or the Guarantors on the date of the indenture or thereafter acquired, securing the indebtedness to them before any payment is made to the holders of the notes from the proceeds of that collateral.

The fair market value of the collateral is subject to fluctuations based on factors that include, among others, our ability to implement our business strategy, the ability to sell the collateral in an orderly sale, general economic conditions, the availability of buyers and similar factors. In addition, courts could limit recoverability if they apply non-New York law to a proceeding and deem a portion of the interest claim usurious in violation of public policy. The amount to be received upon a sale of any collateral would be dependent on numerous factors, including but not limited to the actual fair market value of the collateral at such time, general, market and economic conditions and the timing and the manner of the sale.

In addition, the collateral securing the notes and the guarantees is subject to liens permitted under the terms of the indenture governing the notes and the intercreditor agreement. The existence of any permitted liens could adversely affect the value of the collateral securing the notes and the guarantees, as well as the ability of the collateral agent to realize or foreclose on such collateral.

There also can be no assurance that the collateral will be saleable and, even if saleable, the timing of its liquidation is uncertain. To the extent that liens or rights granted to third parties encumber assets owned by us, such third parties have or may exercise rights and remedies with respect to the property subject to such liens that could adversely affect the value of the collateral and the ability of the collateral agent to realize or foreclose on the collateral. By its nature, some or all of the collateral may be illiquid and may have no readily ascertainable market value. In the event that a bankruptcy case is commenced by or against us, if the value of the collateral is less than the amount of principal and accrued and unpaid interest on the notes and all other senior secured obligations, interest may cease to accrue on the notes from and after the date the bankruptcy petition is filed. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, we cannot assure you that the proceeds from any sale or liquidation of the collateral will be sufficient to pay the obligations due under the notes or the guarantees after first satisfying our obligations in full under our senior secured credit facilities and any other obligations secured by a first-priority lien on the collateral.

In addition, not all of our assets secure the notes and the guarantees. See “Description of Notes—Security for the Notes and the Subsidiary Guarantees.” For example, the collateral does not include our equity interests in the Guarantors and in our other subsidiaries.

To the extent that the claims of the holders of the notes exceed the value of the assets securing the notes and the guarantees and other liabilities, those claims of the holders of the notes will rank equally with the claims of the holders of our other unsecured indebtedness, including trade payables. As a result, if the value of the assets pledged as security for the notes and the guarantees and other liabilities is less than the value of the claims of the holders of the notes and other liabilities, those claims of the holders of the notes may not be satisfied in full before the value of the collateral is exhausted. Furthermore, upon enforcement against any collateral securing the notes and the guarantees or in insolvency, under the terms of the intercreditor agreement, the claims of the holders of the notes to the proceeds of such enforcement will rank behind the claims of the holders of obligations under our senior secured credit facilities, which are first-priority obligations and claims of holders of additional secured indebtedness (to the extent permitted to have priority by the indenture).

The notes and the guarantees are not secured by a pledge of the capital stock or similar items of the Issuer or its subsidiaries.

The notes and the guarantees are not secured by a pledge of any capital stock of, or equity or similar interests in, the Issuer or its subsidiaries. As a result, it may be more difficult, costly and time-consuming for

holders of the notes to foreclose on the assets of a Guarantor than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be less than those that would have been received upon any sale of the capital stock or other similar items of such Guarantor. Moreover, our senior secured credit facilities are secured on a first-priority basis by a pledge of any capital stock or equity or similar interests in the Issuer and its subsidiaries that are excluded from the collateral securing the notes and the guarantees and, to the extent permitted under the indenture governing the notes, we may incur additional indebtedness secured by a pledge of any capital stock or equity or similar interests in the Issuer and its subsidiaries. The proceeds of the capital stock or similar items of the Guarantors, if any, will not be available to repay the notes until the senior secured credit facilities have been repaid in full.

The indenture governing the notes permits us to form or acquire additional subsidiaries that are not Guarantors.

Subject to certain limitations, the indenture governing the notes permits us to form or acquire additional subsidiaries that are not Guarantors of the notes and to permit such non-guarantor subsidiaries to acquire additional assets and incur additional indebtedness. The notes and the guarantees would be structurally subordinated to indebtedness and other liabilities (including trade payables) of our subsidiaries that are not Guarantors. Therefore, the claims of creditors of our subsidiaries that are not Guarantors, including trade creditors, will have priority as to the assets of these subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any subsidiaries that are not Guarantors, these subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to us. These subsidiaries would be separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefore, whether by dividends, loans, distributions or other payments. Any right that we have to receive any assets of any of these subsidiaries upon their liquidation or reorganization, and the consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries’ assets, would be effectively subordinated to the claims of those subsidiaries’ creditors, including trade creditors and holders of preferred equity interests of those subsidiaries.

The representative of the lenders under our senior secured credit facilities controls actions with respect to the collateral. In addition, the collateral is subject to any exceptions, defects, encumbrances, liens and other imperfections that are accepted by the lenders under our senior secured credit facilities.

The rights of the holders of the notes with respect to the collateral are limited, even during an event of default under the indenture. If our senior secured credit facilities (or any replacement thereof) is not terminated or our obligations under it or any other obligations secured by first-priority liens are outstanding, any actions that may be taken in respect of any of the collateral, including the ability to cause the commencement of enforcement proceedings against the collateral and to control the conduct of such proceedings are limited and, in most cases, controlled and directed by the lenders under our senior secured credit facilities and other obligations secured by first-priority liens. In those circumstances, the trustee, on behalf of the holders of the notes, will not have the ability to control or direct such actions, even if an event of default under the indenture governing the notes has occurred or if the rights of the holders of the notes are or may be adversely affected. The agent and the lenders under our senior secured credit facilities are under no obligation to take into account the interests of the holders of the notes and the guarantees when determining whether and how to exercise their rights with respect to the collateral securing our senior secured credit facilities on a first-priority basis, subject to the intercreditor agreement, and their interests and rights may be significantly different from or adverse to holders of the notes. To the extent that collateral is released from the first-priority liens in accordance with our senior secured credit facilities, the second-priority liens securing the notes and the guarantees will also automatically be released, except that such release of liens does not apply with respect to the release of collateral in connection with the payment in full of our senior secured credit facilities obligations (and termination of related commitments) or a refinancing of our senior secured credit facilities obligations. Under the intercreditor agreement, following the filing of a bankruptcy petition, the authorized representative of the holders of the notes may not object to any

debtor-in-possession financing or to the use of the shared collateral to secure that financing, subject to conditions and limited exceptions. After such a filing, the value of this collateral could materially deteriorate, and holders of the notes would be unable to raise an objection. See “Description of Notes—Security for the Notes and the Subsidiary Guarantees—Security Documents and Intercreditor Agreement.”

The collateral securing our senior secured credit facilities on a first-priority basis and that will secure the notes and the guarantees on a second-priority basis will also be subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be accepted by the lenders under our senior secured credit facilities and other creditors that have the benefit of first-priority liens on the collateral from time to time, whether on or after the date the notes and the guarantees are issued. The collateral also will not include certain “excluded assets,” such as intellectual property assets, capital stock of, or equity or similar interests in, the Issuer or its subsidiaries and capital lease obligations incurred in compliance with the indenture, which obligations would effectively rank senior to the notes to the extent of the value of such excluded assets. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the collateral securing the notes and the guarantees as well as the ability of the collateral agent to realize or foreclose on such collateral for the benefit of the holders of the notes. The initial purchasers have neither analyzed the effect of, nor participated in any negotiations relating to, such exceptions, defects, encumbrances, liens and other imperfections.

We will in most cases have control over the collateral, and the sale of particular assets by us could reduce the pool of assets securing the notes.

Under most circumstances, the collateral documents allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral securing the notes and the guarantees.

In addition, we will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act of 1939 (the “Trust Indenture Act”), which requires certain fair value certifications or opinions to release certain amounts of collateral, if we determine, in good faith based on advice of counsel, that, under the terms of that Section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or such portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released collateral. For example, so long as no default or event of default under the indenture would result therefrom and such transaction would not violate the Trust Indenture Act, we may, among other things, without any release or consent by the indenture trustee, conduct ordinary course activities with respect to collateral, such as selling, factoring, abandoning or otherwise disposing of collateral and making ordinary course cash payments (including repayments of indebtedness). See “Description of Notes.”

There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes and the guarantees will be released automatically, without your consent, the consent of the lenders under our senior secured credit facilities or the consent of the trustee.

Under various circumstances, collateral securing the notes and the guarantees will be released automatically, including:

The indenture permits us to designate one or more of our restricted subsidiaries that is a Guarantor of the notes as an unrestricted subsidiary. If we designate a Guarantor as an unrestricted subsidiary for purposes of the indenture, all of the liens on any collateral owned by such subsidiary or any of its subsidiaries will be released under the indenture, subject to our satisfaction of a loan to value test, but not necessarily under our senior secured credit facilities. Designation of a Guarantor as an unrestricted subsidiary will reduce the aggregate value of the collateral securing the notes and the guarantees to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released on a dollar-for-dollar basis. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries. See “Description of Notes—Security for the Notes and the Subsidiary Guarantees—Release of Collateral” and “Description of Notes—Subsidiary Guarantees.”

The rights of holders of notes to the collateral securing the notes and the guarantees may be adversely affected by the failure to perfect security interests in the collateral and other issues generally associated with the realization of security interests in collateral.

Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified and additional steps to perfect in such property and rights are taken. We and the Guarantors will have limited obligations to perfect the security interest of the holders of the notes in specified collateral. There can be no assurance that the trustee or the collateral agent for the notes will monitor, or that we will inform such trustee or collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agent for the notes has no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the partial or complete loss of the security interest in the collateral or the priority of the security interest in favor of the notes against third parties.

In addition, the security interest of the collateral agent will be subject to practical challenges generally associated with the realization of security interests in collateral. For example, the collateral agent may need to obtain the consent of third parties and make additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders will not be entitled to the collateral or any recovery with respect thereto. We cannot assure you that the collateral agent will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the collateral agent may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

Further, the intercreditor agreement does not require the lenders under our senior secured credit facilities to share the proceeds of collateral with the holders of the notes to the extent the security interest granted on such collateral in favor of the holder of the notes is not perfected.

The Collateral Vessels are subject to vessel mortgages, the enforceability of which is potentially subject to certain jurisdictional limitations.

Each of the Collateral Vessels is registered under the flag of The Bahamas. The vessel mortgages on the Bahamian-flagged Collateral Vessels are statutory mortgage liens under Bahamian maritime law. Bahamian law provides that such vessel mortgages may be enforced by the mortgagee by a suit in admiralty in a proceeding against the subject Collateral Vessel. Historically, Bahamian vessel mortgages have been enforced in major commercial ports throughout the world, including U.S. ports. However, we have been advised by Callenders & Co., our Bahamian counsel, with respect to matters of Bahamian law, that the priority that any of the vessel mortgages would have against the claims of other lien creditors in an enforcement proceeding is generally determined by, and may vary in accordance with, the laws of the country where the proceeding is brought. Bahamian vessel mortgages may be enforced against a vessel physically present in the U.S., but the claim under any such vessel mortgage would rank behind preferred maritime liens, and maritime liens for supplies and other necessaries provided in the U.S. Since the Collateral Vessels operate in other areas in addition to The Bahamas and the U.S., there is no assurance that, if enforcement proceedings are commenced against a Collateral Vessel, that Collateral Vessel will be located in a jurisdiction having the same mortgage enforcement procedures and lien priorities as The Bahamas or the U.S., although, upon the occurrence of certain events of default, the collateral agent may be able to effect control over such Collateral Vessel to direct it to a desirable jurisdiction to arrest such Collateral Vessel pursuant to judicial foreclosure proceedings. See “Business—Insurance” and “Business—Regulation.”

In the event of our bankruptcy, the ability of the holders of the notes to realize upon the collateral may be adversely affected by certain U.S. federal bankruptcy law limitations.

The ability of holders of the notes to realize upon the collateral may be adversely affected by certain U.S. federal bankruptcy law limitations in the event of our bankruptcy. Under applicable U.S. federal bankruptcy laws, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without bankruptcy court approval, which may not be given. Moreover, applicable U.S. federal bankruptcy laws generally permit the debtor to continue to retain, use and expend collateral, including cash collateral, and to provide liens senior to the collateral agent for the notes’ liens to secure indebtedness incurred after the commencement of a bankruptcy case, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor either consents or is given “adequate protection.” The meaning of the term “adequate protection” may vary according to the circumstances, but is intended generally to protect the value of the secured creditor’s interest in the collateral at the commencement of the bankruptcy case and if and at such times as the court, in its discretion, determines that a diminution in the value of the collateral occurs as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case, the use of collateral (including cash collateral) and the incurrence of such senior indebtedness. Adequate protection may take the form of cash payments or the granting of additional security or replacement liens. However, pursuant to the terms of the intercreditor agreement, the holders of notes agree not to seek or accept “adequate protection,” except if the first lien lenders are granted “adequate protection” and except if the “adequate protection” granted to the holders of the notes comprises only replacement liens on additional collateral (provided that such additional collateral will be subject to a first-priority lien for the benefit of the senior secured credit facilities to which the replacement lien granted to the holders of the notes will be subordinated). In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a U.S. federal bankruptcy court, we cannot predict whether or to what extent holders of notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of “adequate protection.” We also cannot predict whether or when a bankruptcy court would grant the trustee or collateral agent under the indenture for the notes relief from the automatic stay to foreclose upon or sell the collateral. Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, the indebtedness under the notes would be “undersecured” and the holders of the notes would have unsecured claims as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorney’s fees on undersecured indebtedness during the debtor’s bankruptcy case. Such amounts may be added to any proof of claim filed for the

indebtedness, but would be treated as a pre-petition unsecured claim, provided, however, that such claim could only include whatever interest accrued but was unpaid up to the date of the bankruptcy filing.

In addition to the waiver with respect to adequate protection set forth above, under the terms of the intercreditor agreement, the holders of notes also waive certain other important rights that secured creditors may be entitled to in a bankruptcy proceeding, as described in “Description of Notes—Security for the Notes and the Subsidiary Guarantees—Security Documents and Intercreditor Agreement.” These waivers could adversely impact the ability of the holders to recover amounts owed to them in a bankruptcy proceeding.

There are also potentially material difficulties inherent in realizing on any portion of the collateral which is located in jurisdictions outside the United States, including costs, delays, additional filings and procedural obstacles to foreclosing on such assets under applicable non-U.S. laws which may adversely impact the ability of the holders to make a recovery of amounts owed to them.

Under certain circumstances, the collateral securing the notes and the guarantees may be diluted and we also may be held liable for damages or debts of our affiliates under common control.

The collateral that will secure the notes and the guarantees also secures our obligations under our senior secured credit facilities. This collateral may secure on a first-priority basis additional senior indebtedness that we or certain of our subsidiaries incurs in the future, as well as obligations that may be secured by liens that are pari passu in priority with the liens securing the notes, subject to restrictions on our ability to incur debt and liens under our senior secured credit facilities and the indenture. Your rights to the collateral would be diluted by any increase in the indebtedness secured by this collateral on a first-priority basis or that is pari passu in priority with the liens securing the notes.

Although each of the Collateral Vessels is separately owned by a subsidiary of ours, under certain circumstances a parent company and all of the ship owning affiliates in a group under common control engaged in a joint venture could be held liable for damages or debts owed by one of the affiliates, including liabilities for oil spills under the Oil Pollution Act of 1990 or other environmental laws. Therefore, it is possible that all of our assets could be subject to execution upon a judgment against us or any one of our subsidiaries. We currently maintain comprehensive insurance coverage for liability for pollution, spillage or leakage of oil for each of our vessels, but it may be insufficient to address this risk, either in whole or in part. See “Business—Insurance” and “Business—Regulation.”

The collateral securing the notes and the guarantees is subject to casualty risks.

We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the collateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the notes and the guarantees. See “Business—Insurance.”

Federal and state statutes allow courts, under specific circumstances, to void notes and guarantees and require note holders to return payments received.

If we or any Guarantor becomes a debtor in a case under the U.S. Bankruptcy Code or encounters other financial difficulty, under federal or state fraudulent transfer law, a court may void, subordinate or otherwise decline to enforce the notes or the guarantees. A court might do so if it found that when we issued the notes or the Guarantor entered into its guarantee or in some states when payments became due under the notes or the guarantees, we or the Guarantor received less than reasonably equivalent value or fair consideration and either:

A court might also void an issuance of notes or a guarantee without regard to the above factors, if a court found that we issued the notes or the applicable Guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors.

A court would likely find that we or a Guarantor did not receive reasonably equivalent value or fair consideration for the notes or its guarantee, if we or a Guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void the issuance of the notes or guarantees you would no longer have any claim against us or the applicable Guarantor. In such event, sufficient funds to repay the notes may not be available from other sources, including the remaining obligors, if any. In addition, a court might direct you to repay any amounts that you already received from us or a Guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a Guarantor would be considered insolvent if:

On the basis of historical financial information, recent operating history and other factors, we believe that each Guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

In the event of a change of control under certain circumstances, we are required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus, without duplication, accrued and unpaid interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase or that restrictions under our senior secured credit facilities or other indebtedness will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of Notes—Change of Control.”

There is no active trading market for the exchange notes and one may not develop.

The exchange notes are a new issue of securities. There is no established public trading market for the exchange notes, and an active trading market may not develop. We do not intend to apply for the exchange notes to be listed on any securities exchange. The initial purchasers in the offering of the initial notes have advised us that as of the issuance date of the initial notes they intended to make a market in the notes, but the initial purchasers are not obligated to do so and they may discontinue their market-making activities at any time without notice. As a result, there may be limited liquidity of any trading market that does develop for the notes. In addition, the liquidity of the trading market in the notes and the market prices quoted for the notes may be adversely affected by changes in the overall market for this type of security, independent of our financial performance and prospects, and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a consequence, an active trading market may not develop for the notes, holders of notes may not be able to sell their notes, or, even if they can sell their notes, they may not be able to sell them at an acceptable price.

The Issuer and certain of the Guarantors are not U.S. entities, and the enforcement of the guarantees and of the security interests in the guarantees, or of judgments predicated upon the civil liability provisions of the U.S. federal securities laws, may be subject to the uncertainties of a foreign legal system.

The Issuer and the Guarantors are not U.S. entities, and the enforcement of the guarantees and of the security interests in the notes and the guarantees, or of judgments predicated upon the civil liability provisions of the U.S. federal securities laws, may be subject to the uncertainties of a foreign legal system.

The Issuer is a sociedad de responsabilidad limitada organized in accordance with the laws of Panama. The non-U.S. Guarantors of the notes are companies organized under the laws of The Bahamas, the Republic of the Marshall Islands, and England and Wales, and a substantial portion of their assets are located in jurisdictions outside the U.S., in the United Kingdom in particular, as of the date of this prospectus. The Collateral Vessels are flagged under the laws of The Bahamas. Certain of the directors of the Guarantors are resident outside of the U.S. As a result, it may not be possible for investors to effect service of process upon us or upon such persons within the U.S. or to enforce against us or them in U.S. courts judgments obtained in U.S. courts, including relating to the enforcement of the guarantees and of the security interests or predicated upon the civil liability provisions of the U.S. federal securities laws.

With respect to enforcing a judgment obtained in respect of the guarantees and security interests granted by those companies organized in The Bahamas, a final and conclusive judgment of the U.S. courts against such companies in civil proceedings, under which a sum of money is payable (not being a sum of money payable in respect of multiple damages, or a fine, penalty tax or other charge of a like nature), may be the subject of enforcement proceedings in the Supreme Court of The Bahamas under the common law doctrine of obligation by action on the debt evidenced by the U.S. courts’ judgment.

We have been advised by counsel in The Bahamas that the current position with respect to such judgments of the U.S. courts (which may be subject to change) is that, on general principles, such proceedings would be expected to be successful provided that: (a) the U.S. court which gave the judgment was competent to hear the action in accordance with private international law principles as applied in The Bahamas, and (b) the judgment is not contrary to public policy in The Bahamas, has not been obtained by fraud or in proceedings contrary to natural justice and is not based on an error in Bahamian law. Furthermore, we have been advised by counsel in The Bahamas that the Bahamian courts will not enforce a U.S. federal securities law that is either penal or contrary to the public policy of The Bahamas, respectively. An action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, will not be entertained by a Bahamian court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, will not be available under Bahamian law or enforceable in a Bahamian court, as they would be contrary to Bahamian public policy. Further, no claim may be brought in The Bahamas against us or the administrators, directors and officers of the Issuer and the Guarantors in the first instance for violations of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Bahamian law and do not have force of law in The Bahamas. A Bahamian court may, however, impose civil liability on us or the administrators, directors and officers of the Issuer and the Guarantors if the facts alleged in a complaint constitute or give rise to a cause of action under Bahamian law.

We have been advised by counsel in the Republic of the Marshall Islands that a judgment obtained in a foreign jurisdiction would be recognized by the Republic of the Marshall Islands courts so long as the provisions of the Republic of the Marshall Islands Uniform Enforcement of Foreign Money-Judgments Recognition Act are complied with. A judgment obtained in a foreign jurisdiction would be recognized unless (a) the judgment was rendered under a system which does not provide impartial tribunals or procedures compatible with the requirements of due process of law; (b) the foreign court did not have personal jurisdiction over the defendant; (c) the foreign court did not have jurisdiction over the subject matter; or (d) the foreign country does not recognize or enforce judgments of any other foreign nation. In addition, a foreign judgment need not be recognized if (a) the defendant in the proceedings in the foreign court did not receive notice of the proceedings in

sufficient time to enable him to defend; (b) the judgment was obtained by fraud; (c) the cause of action on which the judgment is based is repugnant to the public policy of the Republic of the Marshall Islands; (d) the judgment conflicts with another final and conclusive judgment; (e) the proceeding in the foreign court was contrary to an agreement between the parties under which the dispute in question was to be settled otherwise than by proceedings in the court; or (f) in the case of jurisdiction based only on personal service, the foreign court was a seriously inconvenient forum for the trial of the action. If none of the above grounds exist then the Republic of the Marshall Islands High Court will enforce a foreign judgment without a retrial on the merits.

We have been advised by counsel in Panama that no treaty exists between the U.S. and Panama for the reciprocal enforcements of foreign judgments. However, subject to the issuance of a writ of exequatur by the Supreme Court of Panama, a final judgment rendered in a foreign court (including the U.S.) would be recognized and enforceable in the courts of Panama without reconsideration of the merits, provided that (i) such foreign court grants reciprocity to the enforcement of judgments of courts of Panama (which in practice the Supreme Court of Panama will presume to be the case, unless proved otherwise), (ii) the party against whom the judgment was rendered, or its agent, was personally served in such action, (iii) the judgment arises out of a personal action against the defendant, (iv) the obligation in respect of which the judgment was rendered is lawful in Panama and does not contradict the public policy of Panama, (v) the judgment is properly authenticated by diplomatic or consular officers of Panama or pursuant to the 1961 Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents, and (vi) a copy of the final judgment is translated into Spanish by a Panamanian licensed translator.

Furthermore, we have been advised by counsel in Panama that there is doubt as to the enforceability of original actions in Panamanian courts of liabilities predicated solely on the U.S. federal securities laws and as to the enforceability in Panamanian courts of judgments of U.S. courts obtained in actions predicated upon civil liability provisions of the U.S. federal securities laws of the U.S.

We have been advised by counsel in England and Wales that there is doubt as to whether: (i) a holder of the notes would be able to obtain recognition and enforcement from the English courts of judgments of U.S. courts against persons who reside in England and Wales based upon the civil liability provisions of the U.S. federal securities laws, and (ii) a holder of the notes would be able to bring an original action in the English courts to enforce liabilities against us or our directors named in this prospectus, who reside outside the U.S., based solely upon U.S. federal securities laws.

We have been advised by counsel in The Bahamas, Panama, the Republic of the Marshall Islands and England and Wales that there is no certainty as to the enforceability in such jurisdictions, either in original actions or in actions for enforcement of judgments of U.S. courts regarding the enforcement of the guarantees and of the security interests in the notes and the guarantees, or of judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

The waiver in the intercreditor agreement of rights of marshaling may adversely affect the recovery rates of holders of the notes in a bankruptcy or foreclosure scenario.

The notes and the guarantees are secured on a second-priority lien basis by some but not all of the collateral that secures obligations under our senior secured credit facilities on a first-priority basis. The notes and the guarantees will not be secured by a pledge of any capital stock of, or equity or similar interests in, the Issuer or its subsidiaries. The intercreditor agreement provides that, at any time that obligations that have the benefit of the first-priority liens on the senior secured credit facilities collateral are outstanding, the holders of the notes, the trustee under the indenture governing the notes and the collateral agent for the notes may not assert or enforce any right of marshaling accorded to a junior lien holder, as against the holders of such indebtedness secured by first-priority liens in the senior secured credit facilities collateral. Without this waiver of the right of marshaling, holders of such indebtedness secured by first-priority liens in the collateral would likely be required to liquidate collateral on which the notes did not have a lien prior to liquidating the senior secured credit facilities collateral

that is also note collateral, thereby maximizing the proceeds of the senior secured credit facilities collateral that would be available to repay our obligations under the notes. However, as a result of this waiver, the proceeds of sales of the senior secured credit facilities collateral that is also notes collateral could be applied to repay any indebtedness secured by first-priority liens in the senior secured credit facilities collateral before applying proceeds of other collateral securing the senior secured credit facilities loan obligations, and the holders of the notes may recover less than they would have if such proceeds were applied in the order most favorable to the holders of the notes.

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt service payments.

We are highly leveraged with a high level of floating rate debt, and our level of indebtedness could limit cash flow available for our operations and could adversely affect our financial condition, prospects and flexibility. As of December 31, 2011, we had $518.5 million of outstanding indebtedness (excluding amounts due to affiliates), which consisted of $293.5 million outstanding under our senior secured credit facilities and $225 million under the initial notes. As of December 31, 2011, we had $40 million available for additional borrowing under our senior secured credit facilities.

The terms of our senior secured credit facilities and other debt agreements contain restrictions that will limit our flexibility in operating our business.

Our senior secured credit facilities and the indenture governing the notes contain, and any instruments governing future indebtedness of ours would likely contain, a number of covenants that will impose significant operating and financial restrictions on us, including requirements under our senior secured credit facilities requiring that we maintain a maximum loan-to-value ratio, minimum liquidity ratios and a minimum senior mortgage debt service coverage ratio, and restrictions on our and our subsidiaries’ ability to, among other things:

As a result of these restrictions, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

We have pledged and will pledge a significant portion of our assets as collateral under our senior secured credit facilities and the indenture governing the notes. If any of the holders of our indebtedness accelerate the repayment of such indebtedness, there can be no assurance that we will have sufficient assets to repay our indebtedness.

Under our senior secured credit facilities, we will be required to satisfy and maintain specified financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control, and there can be no assurance that we will meet those ratios. A failure to comply with the covenants contained in our senior secured credit facilities or our other indebtedness could result in an event of default under the facilities or the existing agreements, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. In the event of any default under our senior secured credit facilities or our other indebtedness, the holders of our indebtedness thereunder:

Such actions by the holders of our indebtedness could cause cross defaults under our other indebtedness. If we were unable to repay those amounts, the holders of our indebtedness under our senior secured credit facilities could proceed against the collateral granted to them to secure that indebtedness.

If the indebtedness under our senior secured credit facilities and the indenture governing the notes or our other indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full.

The impact of disruptions in the global credit markets may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivative instruments, contingent obligations and insurance contracts.

There can be no assurance that we will be able to borrow additional money on terms as favorable as our current debt, on commercially acceptable terms, or at all.

Economic downturns, including failures of financial institutions, and any related liquidity crisis, can disrupt the capital and credit markets. Such disruptions could cause counterparties under our credit facilities, derivative instruments, contingent obligations and insurance contracts to be unable to perform their obligations or to breach their obligations to us under our contracts with them, or result in failures of financial institutions to fund required borrowings under our loan agreements and to pay us amounts that may become due under our derivative contracts and other agreements. Also, we could be limited in obtaining funds to pay amounts due to our counterparties under our derivative contracts and to pay amounts that may become due under other agreements. If we were to elect to replace any counterparty for its failure to perform its obligations under such instruments, we would likely incur significant costs to replace the counterparty. Any failure to replace any counterparties under these circumstances may result in additional costs to us or an ineffective instrument.

Despite our substantial indebtedness, we may still be able to incur significantly more debt. This could intensify the risks described above.

We and our subsidiaries may be able to incur substantial indebtedness at any time from time to time in the future. Although the terms of the agreements governing our indebtedness contain restrictions on our ability to incur additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to satisfy our debt obligations will depend upon, among other things:

We cannot assure you that our business will generate sufficient cash flow from operations, or that we will be able to draw under our senior secured credit facilities or otherwise, in an amount sufficient to fund our liquidity needs.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements may restrict us from adopting some of these alternatives. Further, some or all of our assets may be illiquid and may have no readily ascertainable market value. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from

any such dispositions may not be adequate to meet our debt service obligations then due. Neither our sponsor nor any of its affiliates has any continuing obligation to provide us with debt or equity financing.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Even though the notes rank equally in right of payment with all of the Issuer’s and the Guarantors’ existing and future senior indebtedness, including the amounts outstanding under our senior secured credit facilities, any default under the agreements governing our indebtedness, including a default under our senior secured credit facilities, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could leave us unable to pay in full the principal, premium, if any, or interest on the notes and could substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness (including our senior secured credit facilities), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facilities could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against the assets securing such facility and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek waivers from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities and seek waivers, we may not be able to obtain waivers from the required holders of indebtedness. If this occurs, we would be in default under our senior secured credit facilities, the holders of any such indebtedness could exercise their rights as described above, and we could be forced into bankruptcy or liquidation.

An increase in the supply of cruise ships without a corresponding increase in passenger demand could adversely affect our financial condition and results of operations.

According to CLIA, North American passenger capacity included 216 ships with 328,897 berths at the end of 2011. Between 2010 and 2012, CLIA member line fleet additions represent a net fleet capacity increase of over 19% or 54,084 berths. In order to profitably utilize this new capacity, the cruise industry will likely need to improve its percentage share of the U.S. population who has cruised at least once, which currently is approximately 24%, according to CLIA. If there is an industry-wide increase in capacity without a corresponding increase in public demand, we, as well as the entire cruise industry, could experience reduced occupancy rates and/or be forced to discount our prices, which could adversely affect our financial condition and results of operations. In addition, increased cruise capacity could impact our ability to retain and attract qualified shipboard employees, including officers, at competitive levels and, therefore, increase our shipboard employee costs.

We face intense competition from other cruise companies in North America where the cruise market is mature and developed. The North American cruise industry is highly concentrated among three companies. As of December 31, 2011, Carnival Corporation, Royal Caribbean Cruises Ltd. and NCL Corporation Ltd. together account for 82% of North American cruise passenger berth capacity. Carnival Corporation and Royal Caribbean Cruises Ltd. have multiple brands with various price points with ships deployed in numerous geographic regions. We also face competition for many itineraries from other cruise operators as well as competition from non-cruise vacation alternatives. In the event we do not compete effectively, our financial condition and results of operations could be adversely affected.

Our revenues are highly concentrated from North American passengers, comprising 85% of our total cruise revenues for the year ended December 31, 2011. Adverse changes in the perceived or actual economic climate, such as higher fuel prices, higher interest rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher taxes, and changes in governmental policies could reduce the level of discretionary income or consumer confidence in the countries from which we source our guests. Consequently, this may negatively affect demand for cruise vacations, which are a discretionary purchase. Decreases in demand could lead to price discounting which, in turn, could reduce the profitability of our business. In addition, these conditions can also impact our suppliers, which can result in disruptions in service and financial losses.

Past acts of terrorism and piracy have had an adverse effect on tourism, travel and the availability of air service and other forms of transportation. The threat or possibility of future terrorist acts, an increase in or outbreak of additional hostilities or armed conflict abroad or the possibility thereof, an increase in the activity of pirates operating off the western coast of Africa, or otherwise throughout the world, political unrest and instability, such as the recent upheaval of the political system in Egypt, the issuance of travel advisories by national governments, and other geopolitical uncertainties have had in the past and may again in the future have an adverse impact on the demand for cruises and consequently the pricing for cruises. Decreases in demand and reduced pricing in response to such decreased demand would adversely affect our financial condition and results of operations by reducing our profitability.

We rely on external distribution channels for passenger bookings; major changes in the availability of external distribution channels could undermine our customer base.

The majority of the passengers on our fleet book their cruises through independent travel agents, wholesalers and tour operators. In the event that the travel agent distribution channel is adversely impacted by the worldwide economic downturn, this could reduce the distribution channels available for us to market and sell our cruises and we could be forced to use alternative distribution channels which we are not accustomed to. If this were to occur, it could have an adverse impact on our financial condition and results of operations.

Additionally, these parties generally sell and market our cruises on a nonexclusive basis. Although we offer commission and other incentives to them for booking our cruises, there can be no guarantee that our competitors will not offer higher commissions and incentives in the future. Travel agents may face increasing pressure from our competitors, particularly in the North American market, to sell and market these competitors’ cruises exclusively. If such exclusive arrangements were introduced, there can be no assurances that we will be able to find alternative distribution channels to ensure that our customer base would not be affected.

We rely on scheduled commercial airline services for passenger connections; increases in the price of, or major changes or reduction in, commercial airline services could undermine our customer base.

A number of our passengers depend on scheduled commercial airline services to transport them to ports of embarkation for our cruises. Increases in the price of airfare, due to increases in fuel prices, fuel surcharges or otherwise, changes in commercial airline services as a result of strikes, weather or other events, or the lack of availability due to schedule changes or a high level of airline bookings could increase our cruise operating expenses which would, in turn, have an adverse effect on our financial condition and results of operations.

Increases in fuel prices or other cruise operating costs could have an adverse impact on our financial condition and results of operations.

Fuel costs accounted for 12.3% of our total cruise operating expenses for the year ended December 31, 2011 as compared to 11.3% and 10.0% for the years ended December 31, 2010 and 2009, respectively. Economic and political conditions in certain parts of the world make it difficult to predict the price of fuel in the future. Future increases in the cost of fuel globally would increase the cost of our cruise ship operations. In addition, we could experience increases in other cruise operating costs, such as crew, insurance and security costs, due to market forces and economic or political instability beyond our control. Accordingly, despite any fuel hedges, increases in fuel prices or other cruise operating costs could have a material adverse effect on our financial condition and results of operations. Additionally, significant declines in fuel prices could result in margin calls under certain of our fuel hedges that could create a short-term liquidity risk for us. While we anticipate that the costs of any such margin calls would be recouped over time as a result of lower fuel costs, any such margin calls may affect our ability to comply with the covenant obligations under our senior secured credit facilities.

Delays in ship refurbishments, repairs and maintenance could adversely affect our results of operations and financial condition.

The refurbishment, repair and maintenance of cruise ships is a complex process and involves risks similar to those encountered in other large and sophisticated equipment refurbishment and repair projects, which could cause delays in delivery. In addition, work stoppages, insolvency or financial problems in the shipyards refurbishing or repairing our ships, or other “force majeure” events that are beyond our control and the control of shipbuilders or subcontractors, could also delay or prevent the refurbishment, repair and maintenance of ships in our fleet. The consolidation of the control of certain European cruise shipyards could result in higher prices for future ships given the reduced number of competing shipyards. Also, the lack of qualified shipyard repair facilities could result in the inability to repair and maintain our ships on a timely basis. These events and the associated losses, to the extent that they are not adequately covered by contractual remedies or insurance, could adversely affect our results of operations and financial condition.

Conducting business internationally may result in increased costs and risks.

We operate our business internationally and plan to continue to develop our international presence. Operating internationally exposes us to a number of risks. Examples include political risks and risks of increase in duties and taxes as well as changes in laws and policies affecting cruising, vacation or maritime businesses, or governing the operations of foreign-based companies. Because some of our expenses are incurred in foreign currencies, we are exposed to exchange rate risks. Additional risks include interest rate movements, imposition of trade barriers, restrictions on repatriation of earnings, withholding and other taxes on remittances and other payments by subsidiaries, and changes in and application of foreign taxation structures, including value added taxes. If we are unable to address these risks adequately, our financial condition and results of operations could be adversely affected.

Geographic regions in which we try to expand our business may be slow to develop, and ultimately not develop how we expect, thus resulting in slower growth of our business.

Future epidemics and viral outbreaks may have an adverse effect on our financial condition and results of operations.

Public perception about the safety of travel and adverse publicity related to passenger or crew illness, including incidents of H1N1 flu, stomach flu, or other contagious diseases, may impact demand for cruises and adversely affect our future sales, financial condition and results of operations.

The political environment in certain countries where we operate is uncertain and our ability to operate our business as we have in the past may be restricted.

We operate in waters and call at ports throughout the world, including geographic regions that, from time to time, have experienced political and civil unrest, insurrection and armed hostilities. For example, certain of our itineraries include a port in Alexandria, Egypt. Historically, adverse international events have affected demand for cruise products generally and have had an adverse effect on us.

Adverse incidents involving cruise ships may have an adverse effect on our financial condition and results of operations.

Cruise ship operations carry an inherent risk of loss caused by adverse events at sea or in port and by weather conditions. Adverse incidents could involve collisions, groundings, fire, oil spills, other maritime or environmental mishaps, missing passengers, inappropriate crew or passenger behavior, onboard crimes, human errors, terrorism, piracy, political action and civil unrest or insurrection.

As large and complex assets that operate at sea in a wide variety of conditions, our ships also are subject to the risk of mechanical failures or accidents, which we have occasionally experienced and have had to repair. If there is a mechanical failure or accident in the future, we may be unable to procure spare parts when needed or make repairs without incurring material expense or suspension of service, especially if a problem affects certain specialized maritime equipment, such as the radar, a pod propulsion unit, the electrical/power management system, the steering gear, the gyro system, the sewage system or another vital system aboard a ship. The seaworthiness, mechanical integrity and operating performance of each of our three ships is critical to our business. A significant performance deficiency or problem on any one of our ships could have a material adverse effect on our financial condition and results of operations.

Adverse incidents such as those described above could result in increased costs, lost sales, injuries, lost lives or reputational damage to us. We could be forced to cancel a cruise or a series of cruises due to such events, resulting in reimbursements to passengers, increased port-related costs and lost revenue. If there is a significant accident, mechanical failure or similar problem involving a ship, we may have to place a ship in a dry-dock for an extended period to effect repairs, also resulting in material lost revenue and/or material expenditures, and there can be no assurance that insurance proceeds will compensate us fully or at all for our losses. We have experienced unscheduled dry-dockings in the past and there can be no assurances that we will not experience the need to dry-dock a ship unexpectedly in the future. Any such event involving our cruise ships or other cruise ships may adversely affect passengers’ perceptions of safety, negatively affect future industry performance or result in increased governmental or other regulatory oversight. Such incidents also may lead to litigation against us. We may suffer penalties, fines and damages from judgments or settlements of any ongoing or future claims against us. Anything that damages our reputation (whether or not justified), including adverse publicity about passenger safety, could adversely impact demand and reduce our sales. Such incidents may have a material adverse impact on our financial condition and results of operations.

There can be no assurance that all risks are insured against or that any particular claim will be fully paid. Such losses, to the extent they are not adequately covered by contractual remedies or insurance, could affect our financial condition and results of operations.

We have been and may continue to be subject to calls, or premiums, in amounts based not only on our own claim records, but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity coverage for tort liability. Our payment of these calls could result in significant expenses to us which could reduce our cash flows. If we were to sustain significant losses in the future, our ability to obtain insurance coverage or coverage at commercially reasonable rates could be materially adversely affected.

The loss of key personnel, our inability to recruit or retain qualified personnel or the diversion of our key personnel’s attention could adversely affect our results of operations.

We rely upon the ability, expertise, judgment, discretion, integrity and good faith of our senior management team. Our success is dependent upon our personnel and key consultants and our ability to recruit and retain high quality employees. We must continue to recruit, retain and motivate management and other employees sufficient to maintain our current business and support our projected growth. The loss of services of any of our key management, in particular, Mr. Frank J. Del Rio, the Chief Executive Officer of PCI and PCH, could have a material adverse effect on our business. See “Management” for additional information about our management personnel.

The leadership of our chief executive officer and other executive officers has been a critical element of our success. The death or disability of Mr. Frank J. Del Rio or other extended or permanent loss of his services, or any negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on our business. Our other executive officers and other members of senior management have substantial experience and expertise in our business and have made significant contributions to our growth and success. The unexpected loss of services of one or more of these individuals could also adversely affect us. We are not protected by key man or similar life insurance covering members of our senior management. We have employment agreements with certain of our executive officers, but these agreements do not guarantee that any given executive will remain with us.

Additionally, certain individuals who we refer to as our employees or as part of our management are employed by Prestige Cruise Services, LLC, an indirect subsidiary of our parent companies, PCI and PCH, and provide services to us under the terms of a master services agreement. Certain of these individuals, including members of our senior management team such as Mr. Frank J. Del Rio, Chairman and Chief Executive Officer of PCI and PCH, Mr. Kunal S. Kamlani, President and Chief Operating Officer of PCH, Mr. Jason M. Montague, the Chief Financial Officer of PCI and PCH, and Mr. T. Robin Lindsay, the Executive Vice President of Vessel Operations of PCI and PCH, whom also provide services to our sister company, Oceania Cruises. Any or all of these employees may be required to focus their time and energies on matters relating to Oceania Cruises that otherwise could be directed to our business and operations. If management’s or such employees’ attention is significantly diverted from their responsibilities to us, it could affect our ability to service our existing business and develop new business, which could have a material adverse effect on our business and results of operations. See “Certain Relationships and Related Party Transactions—Master Services Agreement” for additional information about our master services agreement and relationship with Prestige Cruise Services, LLC.

Apollo beneficially owns 81.3% of our equity interests indirectly through its ownership of 81.3% of the capital stock on a fully-diluted basis of PCI, our ultimate parent company and the direct parent company of PCH, its wholly-owned subsidiary. In addition, four of our administrators are affiliated with Apollo. As a result, Apollo, through its voting and board control of our parent companies, PCI and PCH, has the ability to control our policies and business, including the election of our administrators, the approval of significant transactions such as mergers, tender offers and the sale of all or substantially all of our assets, the decision to access the capital markets and the extent to which, if at all, the net proceeds of any capital raising activities at PCI or PCH are contributed to us. Apollo has the authority, subject to the terms of our debt, to issue additional debt, implement debt repurchase programs, pay dividends, pay advisory fees (including to itself or its affiliates) and make other key decisions, and they may do so at any time. The interests of Apollo and its affiliates could conflict with or differ from your interests as a holder of our notes.

Additionally, our ultimate parent companies, PCI and PCH, are also the ultimate parent companies of our sister company, Oceania Cruises. Therefore, in addition to controlling our activities through its control of PCI

and PCH, Apollo can also control the activities of our sister company through this same ownership and control structure. Our sponsor and our management team (which is substantially the same as the management team of Oceania Cruises) have determined to keep the branding and, in large part, operation of our company and Oceania Cruises entirely separate, and there can be no assurance that Apollo will not decide to focus its attention and resources on matters relating to Oceania Cruises that otherwise could be directed to our business and operations. If our sponsor determines to focus attention and resources on Oceania Cruises or any new business lines of PCI or PCH instead of us, it could affect our ability to expand our existing business or develop new business.

Furthermore, Apollo is in the business of making investments in companies, and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. For example, Apollo currently holds a controlling interest in NCL Corporation Ltd., which, though it does not compete with us in the luxury segment, competes with us indirectly as a cruise operator. Additionally, even if Apollo invests in competing businesses through PCI or PCH, such investments may be made through Oceania Cruises or a newly-formed subsidiary of PCI or PCH. Any such investment may increase the potential for the conflicts of interest discussed in this risk factor.

There are no agreements among us and any affiliates of Apollo that govern the outcome of any conflicts of interests. Therefore, we cannot assure you that when conflicts of interest arise, any or all of these affiliates will act in our best interests or that any conflict of interest will be resolved in our favor. Moreover, the concentration of ownership held by Apollo could delay, defer or prevent a change of control of our company or impede a merger, takeover or other business combinations which you may otherwise view favorably. Apollo may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

Unavailability of ports of call may adversely affect our results of operations and financial condition.

We believe that attractive port destinations, including ports that are not overly congested with tourists, are a major reason why passengers choose to go on a particular cruise or on a cruise vacation versus an alternative vacation option. The availability of ports, including the specific port facility at which our guests will embark and disembark, is affected by a number of factors, including, but not limited to, existing capacity constraints, security and safety concerns, adverse weather conditions and natural disasters, financial limitations on port development, political instability, exclusivity arrangements that ports may have with our competitors, local governmental regulations, local community concerns about port development and other adverse impacts on their communities from additional tourists, and sanctions programs implemented by the Office of Foreign Assets Control of the United States Treasury Department. Any limitations on the availability of ports of call or on the availability of shore excursion and other service providers at such ports could adversely affect our results of operations and financial condition.

The demand for our cruises is seasonal, with greatest demand generally for cruises occurring during the third quarter. This seasonality in demand has resulted in fluctuations in our revenues and results of operations. The seasonality of our results is increased due to ships being taken out of service for dry-docking, which we typically schedule during non-peak demand periods for such ships. Accordingly, seasonality in demand and dry-docking could adversely affect our ability to generate sufficient revenues to cover expenses and particularly so during certain periods of the year.

We rely on external third parties to provide hotel management services for our vessels and certain other services that are vital to our business. If these service providers suffer financial hardship or are otherwise unable to continue providing such services, we cannot guarantee that we will be able to replace such service providers in a timely manner, which may cause an interruption in our operations. To the extent that we are able to replace such service providers, we may be forced to pay an increased cost for equivalent services. Both the interruption of operations and the replacement of the third party service providers at an increased cost could adversely impact on our financial condition and results of operations.

We are subject to complex laws and regulations, including environmental laws and regulations, which could adversely affect our operations; any changes in the current laws and regulations could lead to increased costs or decreased revenue and adversely affect our business prospects, financial condition and results of operations.

Increasingly stringent federal, state, local and international laws and regulations on environmental protection, and health and safety of workers could affect our operations. Many aspects of the cruise industry are subject to governmental regulation by the U.S. Environmental Protection Agency, the International Maritime Organization, commonly referred to as the IMO, the Council of the European Union, and the U.S. Coast Guard, as well as international treaties such as the International Convention for the Safety of Life at Sea, commonly referred to as SOLAS, the International Convention for the Prevention of Pollution from Ships, commonly referred to as MARPOL, the Standard of Training Certification and Watchkeeping for Seafarers, commonly referred to as STCW, and the recently-adopted Manning Convention. International regulations regarding ballast water and shipboard/shore-side security have been adopted. Additionally, the U.S. and various state, foreign and international regulatory agencies have enacted or are considering new environmental regulations or policies, such as requiring the use of low sulfur fuels, increasing fuel efficiency requirements, restricting diesel engine emissions, and managing cruise ship waste. Compliance with such laws and regulations may entail significant expenses for ship modification and changes in operating procedures which could adversely impact our operations as well as our competitors’ operations. In 2010, Alaska issued a final permit that regulates discharges of treated wastewater from cruise ships for the summer tourist seasons running from 2010 to 2012. The permit provides for the cruise companies to gather data on performance of new shipboard environmental control systems that will allow a scientific review committee to advise state officials on improving the regulations.

The Maritime Labor Convention 2006 (“MLC”) may come into effect in 2012, when the prerequisite number of countries ratifies. The MLC has been ratified by 20 countries and 10 more ratifications must be obtained to achieve entry into force. The MLC will regulate many aspects of maritime crew labor and will impact the worldwide sourcing of new crewmembers.

These issues are, and we believe will continue to be, an area of focus by the relevant authorities throughout the world. This could result in the enactment of more stringent regulation of cruise ships that would subject us to increasing compliance costs in the future.

By virtue of our operations in the U.S., the U.S. Federal Maritime Commission, commonly known as the FMC, requires us to maintain a $15 million third party performance guarantee on our behalf in respect of liabilities for non-performance of transportation and other obligations to passengers. The FMC is reviewing the existing guarantee requirements and may propose material increases which, if adopted, may significantly increase the amount of our required guarantees and, accordingly, our cost of compliance. There can be no assurance that such an increase in the amount of our guarantees, if required, would be available to us.

As required by Package Travel, Package Holiday and Package Tours Regulations at December 31, 2011, we maintained surety bonds for cruise business originating in the United Kingdom of £3.1 million ($4.7 million).

New health, safety, security and other regulatory issues could adversely affect our business prospects, financial condition and results of operations.

We are subject to various international, national, state and local health, safety and security laws and regulations. Changes in existing legislation or regulations and the imposition of new requirements could adversely affect our business prospects, financial condition and results of operations.

Implementation of U.S. federal regulations, requiring U.S. citizens to obtain passports for seaborne travel to all foreign destinations, could adversely affect our financial condition and results of operations. Many cruise passengers may not currently have passports or may not obtain a passport card (previously known as the People Access Security Service Card, or PASS Card) as an alternative to a passport. This card was created to meet the documentary requirements of the Western Hemisphere Travel Initiative. Applications for the card have been accepted since February 1, 2008 and the cards were made available to the public beginning in July 2008. As of June 1, 2009, all U.S. citizens returning to the U.S. via land or sea borders must provide a PASS Card or U.S. Passport.

Future changes in applicable tax laws, or our inability to take advantage of favorable tax regimes, may have an adverse impact on our financial condition and results of operations.

As we generally derive revenue from shipboard activity in international waters and not in a particular jurisdiction, our exposure to income tax is limited in some instances. We do, however, submit to the income tax regimes of the jurisdictions in which we operate and pay taxes as required by those regimes.

It is possible that certain states, countries or ports of call that our ships visit may also decide to assess new taxes or fees or change existing taxes or fees specifically applicable to the cruise industry and its employees and/or guests, which could adversely affect our financial condition and results of operations.

Provided that we satisfy certain complex stock ownership tests (as described below), income that is considered to be derived from the international operation of ships, as well as certain income that is considered to be incidental to such income (“Shipping Income”), is currently exempt from U.S. federal income taxes under Section 883 of the Internal Revenue Code of 1986, as amended (the “Code”). The U.S.-source portion of our Shipping Income (if we do not qualify for the exemption under Section 883 of the Code) and the U.S.-source portion of our income that is not Shipping Income are generally subject to U.S. federal corporate income tax on a net basis (generally at a 35% rate) and possible state and local taxes, and our effectively connected earnings and profits generally are subject to an additional branch profits tax of 30%. See “Business—Taxation of the Company” below for a more detailed discussion of these taxes (and a 4% federal gross income tax that could apply to Shipping Income in limited circumstances). While any such U.S. federal, state and local income taxes and branch profits taxes would be a liability of our parent, PCH (because we and our subsidiaries are considered disregarded entities for U.S. federal and applicable state and local income tax purposes), and not a liability of ours or our subsidiaries, we may effectively bear the cost of any such taxes because we are permitted to make tax distributions to PCH to pay such taxes.

We believe substantially all of our income derived from the international operation of ships is properly categorized as Shipping Income, and that our income other than Shipping Income is not currently, nor is it expected to become, a material amount. It is possible, however, that a material amount of our income does not actually qualify (or will not qualify) as Shipping Income.

Even if our interpretation of Section 883 is correct, the exemption for Shipping Income is not applicable in any year in which we do not satisfy complex stock ownership tests as described below (see “Business—Taxation of the Company—U.S. federal income taxation of Regent Seven Seas shipping income”). While we believe that we have satisfied the ownership tests and expect to continue to do so absent a material change in our ownership, the application of these tests is subject to some uncertainty and there is no assurance that our view is correct. Further, for the exemption for Shipping Income to apply we must satisfy the Substantiation Requirements (as

defined below in “Business—Taxation of the Company—U.S. federal income taxation of Regent Seven Seas shipping income”). While we expect we will satisfy such requirements, we can give no assurance that we will be able to do so. Additionally, any change in our operations could change the amount of our income that is considered Shipping Income under Section 883. Finally, any change in the tax laws governing our operations, including Section 883 of the Code and the regulations thereunder, could increase the amount of our income that is subject to tax. Any of the foregoing risks could significantly increase our exposure to U.S. federal income and branch profits taxes.

The Seven Seas Navigator and Seven Seas Voyager are operated by subsidiaries that are strategically and commercially managed in the United Kingdom (“UK”) and these subsidiaries have elected to enter the UK tonnage tax regime. To the extent the tonnage tax laws change or we do not continue to meet the applicable requirements of such law, we may be required to pay higher taxes in the UK, resulting in lower net income.

We may be subject to state, local and non-U.S. income or non-income taxes in various jurisdictions, including those in which we transact business, own property or reside. We may be required to file tax returns in some or all of those jurisdictions. Our state, local or non-U.S. tax treatment may not conform to the U.S. federal income tax treatment of Section 883 of the Code discussed in the risk factor above. We may be required to pay non-U.S. taxes on dispositions of foreign property and operations involving foreign property may give rise to non-U.S. income or other tax liabilities in amounts that could be substantial. For example, the Issuer operates Seven Seas Voyager, Seven Seas Navigator and Seven Seas Mariner under long-term charter agreements with its subsidiaries, Supplystill Limited, Celtic Pacific (UK) Two Limited and Mariner, LLC, which are organized under the laws of England and Wales, The Bahamas and the Republic of the Marshall Islands, respectively. These charter agreements are subject to the ongoing review of the taxing authorities in these jurisdictions and such review could result in the imposition of additional taxes in such jurisdictions.

The various tax regimes to which we are currently subject result in a relatively low effective tax rate on our world-wide income. These tax regimes, however, are subject to change. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law.

The requirements of the reporting covenants under the indenture governing the notes, including corporate governance regulations such as the Sarbanes-Oxley Act of 2002, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

We will have increased compliance costs and risks associated with the reporting covenants under the indenture governing the notes, including corporate governance regulations such as the Sarbanes-Oxley Act of 2002, which will require annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm that addresses both management’s assessments and our internal controls. We do not have prior experience complying with such reporting covenants and the related securities disclosure laws. As a result, we will incur significant legal, accounting and other expenses that we did not incur prior to this offering. Complying with these regulations will occupy a significant amount of the time of our board of directors and management, will likely require us to hire additional finance and accounting staff, may make it more difficult to attract and retain qualified officers and members of our board of directors, particularly to serve on our audit committee, and make some activities more difficult, time consuming and costly. While we have instituted an audit function and designed and established a system of internal controls, we still need to:

Our failure to implement disclosure and compliance procedures and to hire and/or train compliance personnel could expose us to the risk of a default under the indenture governing the notes. If we are unable to address these risks promptly and adequately, there could be an adverse effect on our financial condition and results of operations. Furthermore, if we identify any issues in complying with these requirements (for example, if we or our independent registered public accountants identified a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues and the existence of those issues could adversely affect us and our reputation.

This prospectus contains “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than statements of historical facts in this prospectus, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects and objectives of management for future operations (including development plans and objectives relating to our activities), are “forward-looking statements.” Many, but not all, of these statements can be found by looking for terms like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “could,” “will,” “may,” “might,” “forecast,” “estimate,” “intend” and “future” and for similar words. “Forward-looking statements” do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those “forward-looking statements.” Examples of these risks, uncertainties and other factors include, but are not limited to:

The above examples are not exhaustive. From time to time, new risks emerge and existing risks increase in relative importance to our operations. We undertake no obligation to publicly update or revise any “forward-looking statements,” whether as a result of new information, future events or otherwise. Such “forward-looking statements” are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we will operate in the future. These “forward-looking statements” speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any “forward-looking statement” contained herein to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based.

We will not receive any cash proceeds from the issuance of the exchange notes in exchange for the outstanding initial notes. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the initial notes. In consideration for issuing the exchange notes, we will receive initial notes in like aggregate principal amount.

The initial notes were sold in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States to certain non-U.S. persons in reliance on Regulation S under the Securities Act.

The net proceeds from the issuance of the initial notes were $219 million, after deducting related fees, expenses and commissions. We used such proceeds to refinance all of our second lien senior secured credit facilities, to repay certain outstanding debt under our senior secured credit facilities, and the balance for general corporate operations.

The following is a summary of the sources and uses of proceeds from the offering of the initial notes. You should read the following together with the information set forth under “Prospectus Summary,” “Capitalization” and “Description of Other Indebtedness.”

The following table, showing our cash and capitalization as of December 31, 2011, is unaudited and should be read in conjunction with the sections of this prospectus entitled “Description of Other Indebtedness,” “Selected Historical Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto, included elsewhere in this prospectus.

The selected historical consolidated financial data as of and for the years ended December 31, 2011, 2010 and 2009 has been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our 2008 financial statements include only 11 months of operations as we commenced operations on February 1, 2008 after the Regent Seven Seas Transaction; however, our company was incorporated on November 7, 2007. Our 2008 selected historical data has been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements and the notes thereto have been prepared in accordance with GAAP. The selected unaudited financial data for the one month ended January 31, 2008 was derived from the accounting records of the Predecessor Company. The selected financial data for the year ended December 31, 2007 was derived from the Predecessor Company’s audited consolidated financial statements which are not included in this prospectus.

The selected historical consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus. Historical results are not necessarily indicative of results that may be expected for any future period.

The following discussion and analysis of our historical consolidated financial and other data covers a period before consummation of the Regent Seven Seas Transaction, as more fully described below. The following discussion should be read in conjunction with “Selected Historical Consolidated Financial and Other Data” and all the financial statements and the notes thereto included elsewhere in this prospectus. All dollar amounts are in millions, except yield, net per diem, passenger data, and where otherwise indicated. In addition, the statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business, our liquidity and capital resources and the other non-historical statements in the discussion and analysis are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors.” Our actual results may differ materially from those contained in or implied by the forward-looking statements. See also “Note Regarding Forward-Looking Statements” elsewhere in this prospectus.

As with revenues, cruise operating expenses are prorated for sailings that occur over multiple periods.

Selling and administrative expenses include advertising and promotional activities, the fee we paid to license the “Regent” trade name, as well as shoreside personnel wages, benefits and expenses relating to our worldwide offices, professional fees, information technology support, our reservation call centers and related support activities. Such expenditures are generally expensed in the period incurred.

We use certain non-GAAP financial measures, such as EBITDA, as defined, Adjusted EBITDA, Net Revenue, Net Per Diem, and Net Cruise Cost to enable us to analyze our performance. We utilize Net Per Diem to manage our business on a day-to-day basis as we believe that it is the most relevant measure of our pricing performance as it reflects the revenues earned by us, net of our most significant variable costs. Other cruise lines use Net Yield to manage their business which is a similar measurement that divides Net Revenue by APCD instead of PDS. The distinction is significant as other cruise companies focus more on potential onboard sales resulting in a bias to fill each bed to maximize onboard revenue, at the expense of passenger ticket revenue. Conversely, as our product is substantially all inclusive, we derive nearly all of our revenue from passenger ticket revenue. Hence it is far more important for us to maintain a pricing discipline focusing on passenger ticket revenue rather than to discount cruises in order to achieve higher occupancy to drive potential onboard revenues. We believe that this pricing discipline drives our revenue performance, our relatively long booking window, and allows us to maintain a positive relationship with the travel agency community.

Please see a historical reconciliation of these measures to items in our consolidated financial statements below in the Results of Operations section.

Our consolidated financial statements are prepared in accordance with GAAP. Certain of our accounting estimates are deemed “critical,” as they require management’s highest degree of judgment, estimates and assumptions. We believe our most critical accounting estimates are as follows:

In connection with the Regent Seven Seas Transaction, we recorded goodwill as the excess of the purchase price over the estimated fair value of net assets acquired, including identifiable intangible assets. We assess

goodwill for impairment in accordance with ASC 350, Intangibles—Goodwill and Other, which requires that goodwill be tested for impairment at the “reporting unit level” (“Reporting Unit”) at least annually and more frequently when events or circumstances dictate, as defined by ASC 350. Consistent with our determination that we have only one reporting segment, we have determined that there is only one Reporting Unit. The impairment review for goodwill consists of a two-step process of first determining the fair value of the Reporting Unit and comparing it to the carrying value of the net assets allocated to the reporting unit. If the fair value of the Reporting Unit exceeds the carrying value, no further analysis or write-down of goodwill is required. If the fair value of the Reporting Unit is less than the carrying value of its net assets, the implied fair value of the Reporting Unit is allocated to all of its underlying assets and liabilities, including both recognized and unrecognized tangible and intangible assets, based on their fair value. If necessary, goodwill is then written down to its implied fair value.

During 2010, we changed our annual impairment test date from December 31, 2010 to September 30, 2010. We believe this change in accounting principle is preferable as it coincides with our annual budget/forecasting cycle and the end of our seasonally highest quarter. Accordingly, we performed our annual impairment test of goodwill as of September 30, 2011. As of September 30, 2011, we did not have any impairment on goodwill, indefinite-lived intangible assets, or other long-lived assets.

The principal assumptions used in the discounted cash flow model are projected operating results, discount rate, weighted-average cost of capital and terminal value. Cash flows were calculated using our 2011 projected operating results as a base. To that base we added future years’ cash flows, considering the global economic environment as well as internal projections based on projected occupancy levels, cost structure and other variables. We discounted the projected cash flows using a rate equivalent to our weighted-average cost of capital. Based on the discounted cash flow model, we determined that the fair value of goodwill exceeded the carrying value and is therefore not impaired. The fair value exceeds its carrying value by 26% as of September 30, 2011.

The estimation of fair value utilizing discounted expected future cash flows includes numerous uncertainties which require significant judgments when making assumptions of expected revenues, operating costs, selling and administrative expenses, capital expenditures, as well as assumptions regarding the cruise vacation industry competition and business conditions, among other factors. It is reasonably possible that changes in our assumptions and projected operating results above could lead to impairment of our goodwill.

Specific to the Regent Seven Seas Transaction in 2008, we recorded identifiable intangible assets consisting of Trade names, Customer Relationships, Non-Competition Agreements, Backlog and Customer Database. The Trade names acquired in this transaction, “Seven Seas Cruises” and “Luxury Goes Exploring” were determined to have indefinite lives. During 2011, the Company amended its agreement with Regent Hospitality Worldwide, which granted the Company exclusive and perpetual licensing rights to use the “Regent” trade name and trademarks (Regent licensing rights) in conjunction with cruises, subject to the terms and conditions stated in the agreement. The amended and restated trademark license agreement allows us to use the Regent trade name and trademark rights (“Regent licensing rights”), in conjunction with cruises, in perpetuity, subject to the terms and conditions stated in the agreement. The Regent licensing rights are being amortized over an estimated useful life of 40 years.

Our identifiable intangible assets, except the trade names acquired in the 2008 Regent Seven Seas Transaction noted above, are subject to amortization over their estimated lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on market factors and operational considerations. Reservation backlog is amortized based on the asset’s pattern of cash flows. Identifiable intangible assets not subject to amortization, such as trade names, are reviewed for impairment whenever events or circumstances indicate, but at least annually, by comparing the estimated fair value of the intangible asset with its carrying value.

We performed our annual impairment review of our trade names as of September 30, 2011 using the relief-from-royalty method. The royalty rate used is based on comparable royalty agreements in the tourism and hospitality industry. The discount rate used was the same rate used in our goodwill impairment test. Based on the discounted cash flow model, we determined the fair value of our trade names exceeded their carrying value and are therefore not impaired. The fair value exceeded its carrying value by 46% as of September 30, 2011.

In connection with the Regent Seven Seas Transaction, we recorded our ships at their estimated fair values, which was calculated based on a market approach that took into consideration recent transactions of similar ships, conditions of the cruise market at the date of valuation and the price a willing buyer would pay for a ship with similar characteristics. Our ships represent our most significant asset and are stated at cost less accumulated depreciation. Depreciation of the ships is computed net of projected residual values of 15% using the straight-line method over their original estimated service lives of 30 years. Service life is based on when the assets were originally placed in service and we did not extend this life at the time of the Regent Seven Seas Transaction. Our service life and residual value estimates take into consideration the impact of anticipated technological changes, long-term cruise and vacation market conditions, and historical useful lives of similarly built ships.

Improvement costs that add value to the ships and have a useful life greater than one year, are capitalized as additions to the ships and are depreciated over the lesser of the ships’ remaining service lives or the improvements’ estimated useful lives. Improvements costs are related to new components that have been added to, replaced or refurbished on the ship. The remaining estimated cost and accumulated depreciation (i.e. book value) of replaced ship components are written off and any resulting losses are recognized in the consolidated statements of operations. Examples of significant capitalized improvement costs are electrical system upgrades, such as the upgrade of stabilizers, electrical system generators and the refurbishment of major mechanical systems such as diesel engines, boilers, and generators, along with new stateroom and guest facility equipment. Given the very large and complex nature of our ships, our accounting estimates related to ships and determination of ship improvement costs to be capitalized require considerable judgment of management and are inherently uncertain.

Dry-dock costs are scheduled maintenance activities that require the ships to be taken out of service and are expensed as incurred. Dry-docks are required to maintain each vessel’s Class certification. Class certification is necessary in order for our cruise ships to be flagged in a specific country, obtain liability insurance and legally operate as passenger cruise ships. Typical dry-dock costs include dry-docking fees and wharfage services provided by the dry-dock facility, hull inspection and certification related activities, external hull cleaning and painting below the waterline including pressure cleaning and scraping, additional below the waterline work such as maintenance and repairs on propellers and replacement of seals, cleaning and maintenance on holding tanks and sanitary discharge systems, related outside contractor services including travel and related expenses and freight and logistics costs related to dry-dock activities. Repair and maintenance activities are charged to expense as incurred.

We review our ships for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of these assets based on our estimate of their undiscounted future cash flows. If estimated future cash flows are less than the carrying value of an asset, an impairment charge is recognized for the difference between the asset’s estimated fair value and its carrying value. We perform our ship impairment reviews on an individual ship basis utilizing an undiscounted cash flow analysis. The principle assumptions used in the undiscounted cash model are projected operating results, including net per diems, net cruise costs, projected occupancy, available passenger days, and projected growth. Since acquiring the ships in 2008, we have not recognized any impairment losses on any of our ships.

We believe our estimates and judgments with respect to our ships are reasonable. However, should certain factors or circumstances cause us to revise our estimates of ship service lives, projected residual value or the lives of major improvements, depreciation expense could be materially higher or lower. If circumstances cause

us to change our assumptions in making determinations as to whether ship improvements should be capitalized, the amount we expense each year as repair and maintenance costs could increase, partially offset by a decrease in depreciation expense. If we had reduced our estimated average service life of our ships by one year, depreciation expense for 2011 would have increased by $1.1 million. If our ships were estimated to have no residual value, depreciation expense for 2010 would have increased by $4.5 million.

On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.

Refer to the section “Recent Accounting Pronouncements” in our December 31, 2011 and 2010 audited financial statements.

On December 8, 2007, the Issuer entered into definitive documentation providing for the purchase by the Issuer of substantially all of the assets of Regent Seven Seas Cruises, Inc. and the equity of certain of its affiliated companies and joint ventures from Carlson Cruises Worldwide, Inc. and Vlasov Shipping Corporation (the “Regent Seven Seas Transaction”). The Issuer is a wholly-owned subsidiary of PCH, a privately-owned Panamanian corporation controlled by our sponsor through PCI. The closing of the Regent Seven Seas Transaction occurred on January 31, 2008 and resulted in PCH owning both Oceania Cruises and Regent Seven Seas.

The summary financial data set forth below as of the year ended December 31, 2011, 2010 and 2009 is derived from our audited consolidated financial statements.

The following table sets forth selected statistical information: Passenger Days Sold refers to the number of revenue passengers carried for the period multiplied by the number of days within the period in their respective cruises. Available Passenger Cruise Days refers to a measurement of capacity that represents double occupancy per suite multiplied by the number of cruise days for the period.

Net Per Diem is calculated as follows: net revenue divided by Passenger Days Sold. Gross Yield is calculated by dividing total revenue by Available Passenger Cruise Days. Net Yield is calculated by dividing net revenue by Available Passenger Cruise Days:

Gross Cruise Cost per Available Passenger Cruise Days is calculated by dividing Gross Cruise Cost by Available Passenger Cruise Days. Net Cruise Cost per Available Passenger Cruise Days is calculated by dividing Net Cruise Costs by Available Passenger Cruise Days.

Total revenue in 2011 increased $36.7 million, or 8.2%, to $485.9 million from $449.2 million in 2010, primarily driven by higher passenger ticket revenue.

Passenger ticket revenue increased $37.2 million, or 9.3%, to $437.6 million in 2011 from $400.4 million in 2010, mainly driven by higher ticket pricing, which increased by 6.8%, and higher occupancy, which increased from 89.5% to 91.9%, partially offset by a 0.3% decline in capacity due to scheduled dry-docks for Seven Seas Mariner and Seven Seas Voyager in 2011.

Onboard and other revenue decreased $0.6 million, or 1.1%, to $48.3 million in 2011 from $48.9 million in 2010 driven by an increase in occupancy, offset by a $2.9 million non-recurring insurance recovery in 2010 resulting from a vessel’s unexpected out of service for repairs.

Total cruise operating expense increased $44.4 million, or 15.6%, to $328.9 million in 2011 from $284.5 million in 2010. The increase was primarily due to:

Selling and administrative expense for 2011 decreased $5.1 million, or 6.6%, to $72.3 million from $77.4 million for 2010. The decrease was due to a $3.1 million reduction in tradename royalty fees and $1.6 million reduction in incentive compensation expense.

Depreciation and amortization expense for 2011 increased by $2.7 million to $39.2 million in 2011, compared to $36.5 million for 2010, mainly driven by increased depreciation on ship improvements.

Interest expense decreased $7.3 million, or 18.7%, to $31.5 million in 2011 from $38.8 million in 2010. The decrease was mainly driven by lower effective interest rates, resulting from the refinancing of the Second Lien Credit Facility and the expiration of our interest rate swaps in February 2011.

Other income (expense) primarily consisted of fuel hedge gains (losses), foreign currency translation gains (losses) and a loss on the early extinguishment of debt. In 2011, we had a loss of $7.5 million on early extinguishment of debt partially offset by $4.5 million in net gains on our fuel hedge contracts. In 2010, we had $0.4 million of losses on fuel hedges.

Net Yield increased by 4.1% to $482 for 2011 from $463 for 2010, mainly due to increases in our ticket prices, higher passenger spending levels, and higher occupancy, as discussed above.

Net Cruise Cost per APCD increased by 6.6% to $356 in 2011 from $334 in 2010. Excluding fuel cost and other expense, Net Cruise Cost per APCD decreased by 1.1% to $283 in 2011, compared to $286 in 2010.

Total revenues in 2010 increased $88.1 million, or 24.4%, to $449.2 million from $361.1 million in 2009. The 2009 revenue performance was adversely impacted by unplanned dry-dock days in 2009 which caused our capacity days to increase by 5.1% in 2010. In addition, passenger ticket revenue per passenger days sold increased by 7.9% and occupancy increased from 80.1% in 2009 to 89.5% in 2010, as we recovered from the impact of the financial crisis and economic slowdown which began in the latter half of 2008.

Onboard and other revenues increased $3.6 million, or 8.0%, to $48.9 million in 2010 from $45.3 million in 2009, mainly driven by $2.9 million non-recurring insurance recovery resulting from a vessel’s unexpected out of service for repairs with the remaining balance due to increased occupancy.

Total cruise operating expense increased $27.6 million, or 10.8%, to $284.5 million in 2010 from $256.9 million in 2009. The increase was primarily due to:

Selling and administrative expense for 2010 increased $10.1 million, or 15.1%, to $77.4 million from $67.2 million for 2009. The increase was primarily driven by a $3.5 million increase in marketing costs and a $3.2 million increase in incentive compensation expense.

Depreciation and amortization expenses for 2010 decreased $5.6 million, or 13.3%, to $36.5 million from $42.1 million for 2009. This decrease is primarily due to the completion of amortization of certain intangible assets acquired as a result of the Regent Seven Seas Transaction in 2008.

There was no significant change in interest income from 2009. Interest expense decreased $3.2 million or 7.7% to $38.8 million in 2010 from $42.0 million in 2009. The decrease was attributable to lower debt balances and lower effective interest rates.

Other income (expense) decreased by $10.3 million to $0.1 million expense in 2010 from $10.2 million income in 2009. In 2009 we recognized a $10.7 million gain on the early extinguishment of debt and a $7.1 million gain related to our fuel hedge contracts. We also wrote off $1.5 million of deferred financing costs and expensed $4.7 million of debt related fees. In addition, we recognized a foreign currency translation loss of $1.4 million.

Net Yield increased by 15.2% to $463 in 2010 from $402 in 2009, primarily due to increased ticket prices and higher occupancy as discussed in the revenues section above.

Net cruise cost per APCD decreased by 2.9% to $334 in 2010 from $344 in 2009. Excluding fuel cost and dry-dock expense as discussed in the cruise operating expenses section above, net cruise cost per APCD increased by 4.8% to $286 in 2010 from $273 in 2009. This increase was mainly driven by higher occupancy, which resulted in higher variable cruise operating costs, and increased marketing and shoreside overhead expenses as discussed in the selling and administrative expenses section above.

As of December 31, 2011, our liquidity was $108.6 million consisting of $68.6 million in cash and cash equivalents and $40.0 million available under our secured revolving credit facility. Our main ongoing liquidity requirements are to finance working capital, capital expenditures, and debt service.

Net cash provided by operating activities was $75.7 million for the year ended December 31, 2011 primarily due to net income in 2011 of $11.5 million, non-cash expenses of $51.9 million, an increase in passenger deposits of $12.3 million and decrease in timing differences of cash payments relating to operating assets and liabilities of $1.3 million. Net cash provided by operating activities was $50.8 million for the year ended December 31, 2010 primarily due to net income in 2010 of $11.8 million, non-cash expenses of $55.1 million, an increase in passenger deposits of $9.2 million and a decrease in timing differences of cash payments relating to operating assets and liabilities of a $13.4 million.

Net cash used in investing activities for the year ended December 31, 2011 was $52.1 million primarily consisting of $31.0 million in additions to property and equipment in connection with ship improvements and increases in restricted cash of $16.7 million. In addition, $4.4 million was used in 2011 for the acquisition of Regent licensing rights. Restricted cash provides collateral for credit card agreements, a surety bond for our sales office in the United Kingdom and to secure our obligations under the Federal Maritime Commission. In prior periods PCI provided the collateral for these obligations, in June 2011 we provided the collateral, resulting in a reduction of our cash and cash equivalents and an increase in the long term restricted cash. For the year ended December 31, 2010 net cash used in investing activities was $15.8 million primarily consisting of $18.9 million of additions to property and equipment in connection with ship improvements, which was offset by a reduction of $3.0 million in restricted cash.

Net cash provided by financing activities was $7.9 million for the year ended December 31, 2011 consisting of the net proceeds from the $225 million issuance of the 9.125% Senior Secured Notes due 2019 and repayments of our long-term debt of $208.3 million. The net proceeds from the $225 million Notes after the initial purchasers’ discount and estimated fees and expenses of $7.4 million, were approximately $217.6 million. We used $140.7 million of the proceeds from the offering to repay the Second Lien Term loan, $29.0 million to pay down our First Lien Term loan and the remainder as unrestricted cash. For the year ended December 31, 2010 net cash used in financing activities was $25.0 million consisting of debt payments.

As of December 31, 2011, our liquidity was $108.6 million; in addition, we had a working capital deficit of $100.1 million as of December 31, 2011, as compared to our working capital deficit of $142.3 million as of December 31, 2010. Similar to others in our industry, we are able to operate with a substantial working capital deficit because (1) passenger deposits are primarily paid in advance with a relatively low-level of accounts receivables, (2) rapid turnover results in a limited investment in inventories, and (3) voyage-related accounts payable usually become due after receipt of cash from related bookings. In addition, we financed the purchase of our ships through long-term debt instruments of which the current portion of these instruments increases our working capital deficit. We generate substantial cash flows from operations, and our business model, along with our revolving credit facility, has historically allowed us to maintain this working capital deficit and still meet our operating, investing and financing needs. We expect that we will continue to have working capital deficits in the future. Most cruise lines in the industry operate with a substantial working capital deficit, as well.

We have contractual obligations of which our debt maturities represent our largest funding requirement. As of December 31, 2011, we have $518.5 million in future debt maturities, of which none is payable through December 2012 as we made a $25 million payment representing all of our 2012 principal obligations in December 2011.

We are required to register the notes with the SEC within 365 days of their issuance. Additional interest, not to exceed one per cent per annum, is payable with respect to the notes, under certain circumstances, if the notes are not registered prior to this deadline.

During the next twelve-month period, we expect to spend approximately $20-25 million in capital expenditures, the majority of which is related to vessel improvements which will be made during the scheduled dry-dock of the Navigator in the second quarter of 2012.

We believe our cash on hand, expected future operating cash inflows, additional borrowings under existing facilities, our ability to issue debt securities and to raise additional equity, including capital contributions, will be sufficient to fund operations, debt service requirements, capital expenditures and to maintain compliance with financial covenants under our debt agreements over the next twelve-month period. There is no assurance that cash flows from operations and additional funding will be available in the future to fund our future obligations.

As of December 31, 2011, our contractual obligations with initial or remaining terms in excess of one year, including interest expense on long-term debt obligations, were as follows:

As of December 31, 2010, our contractual obligations, with initial or remaining terms in excess of one year, including interest expense on long-term debt obligations, were as follows:

On January 31, 2008, in connection with the Regent Seven Seas Transaction, we entered into the second lien credit facilities and the senior secured credit facilities. The senior secured term loan under the senior secured credit facilities totaled $425.0 million and is payable through July 31, 2014 at a rate of LIBOR plus 1.75% through January 30, 2013, and LIBOR plus 2.25% thereafter. The second lien term loan under the second lien credit facilities of $175.0 million is due on January 31, 2015 and was originally at a rate of LIBOR plus 7.75% increased to LIBOR plus 9.75% resulting from an amendment to the second lien term loan in May of 2009. During 2011, we repaid in full the second lien term loan with proceeds from the issuance of the initial notes. During 2010 and 2011, we repaid $25.0 million and $69.0 million respectively, of the senior secured term loan under the senior secured credit facilities.

On January 31, 2008, in connection with the senior secured credit facilities stated above, we entered into a revolving credit facility/letter of credit facility in the amount of $40.0 million which was undrawn as of December 31, 2011 and expires on July 31, 2014.

As of December 31, 2011 and December 31, 2010, our long-term debt consisted of the following (in thousands):

As a normal part of our business, depending on market conditions, pricing and our overall growth strategy, we continuously consider opportunities to enter into contracts for building additional ships. We may also consider the sale of ships or the purchase of existing ships. We continuously consider potential acquisitions and strategic alliances. If any of these were to occur, they would be financed through the incurrence of additional indebtedness, the issuance of additional capital contributions or through cash flows from operations.

We are not party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interest, certain derivative instruments or variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our financial position.

Our term loans and notes contain a number of covenants that will impose significant operating and financial restrictions on us, including requirements that we maintain a minimum liquidity, a minimum mortgage vessel senior debt service coverage ratio, a maximum loan-to-asset ratio, restrictions on our and our subsidiaries’ ability to, among other things, incur additional indebtedness, issue preferred stock, pay dividends on or make distributions with respect to our capital stock, restrict certain transactions with affiliates, and sell certain key assets, principally our ships.

Liquidity is calculated as the sum of total cash and cash available from other debt facilities less restricted cash. The mortgaged vessels senior debt service coverage ratio is calculated by dividing the trailing twelve month EBITDA, as defined in the credit agreement, generated from the mortgaged ships by the sum of the annual interest expense of debt and scheduled principal payments on the senior debt. The loan-to-asset value ratio is calculated by dividing the indebtedness outstanding under the senior secured credit facilities by the fair market value of the ships (plus any cure collateral pledged). As of December 31, 2011, we were in compliance with all debt covenants. All our debt is collateralized by our vessels.

During 2011, we did not declare or pay any dividends. We have no plan to pay dividends to shareholders in 2012. Our senior secured credit facilities restrict our ability to declare or pay dividends or make other distributions of cash, property, or securities (or a combination thereof) to our members in respect of their equity interests.

We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We manage these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. The financial impacts of these hedging instruments are primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the amount, term, and conditions of the derivative instrument with the underlying risk being hedged. We do not hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses. The turmoil in the credit and capital markets has increased the volatility associated with interest rates, foreign currency exchange rates and fuel prices. However, we have taken steps to mitigate these risks, such as the fuel hedge agreements described below.

Our exposure to market risk for changes in interest rates relates to our long-term debt obligations. As of December 31, 2011, approximately 43% of our long-term debt was effectively fixed and approximately 57% was floating. Market risk associated with our long-term fixed rate debt is the potential increase in fair value resulting from a decrease in interest rates. During 2011, our interest rate swap agreement with a notional amount of $400.0 million effectively changed $400.0 million of floating rate LIBOR debt to a fixed rate of 3.08% matured. As of December 31, 2011, no interest rate swaps were outstanding.

We are exposed to foreign currency exchange rate fluctuations on the U.S. dollar value of our foreign currency denominated transactions. Our principal net foreign currency exposure relates to the Euro. To manage this exposure, we take advantage of any natural offsets to our foreign currency revenues and expenses and from time to time enter into foreign currency forward contracts for a portion of the remaining exposure related to these transactions. As of December 31, 2011, we had forward contracts related to these transactions outstanding with a notional amount of €3.9 million. The estimated fair value of such Euro denominated forward contracts as of December 31, 2011 was a mark to market liability of $0.1 million. We estimate that a hypothetical 10% strengthening or weakening of the Euro as of December 31, 2011, would result in an increase or decrease of approximately $0.5 million in the fair value of our foreign currency exchange rate contracts.

Our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our ships. Fuel cost as a percentage of our total revenues was 8%, 7% and 7% for the years ended December 31, 2011, 2010 and 2009, respectively. We use fuel hedge agreements to mitigate the financial impact of fluctuations in fuel prices. As of December 31, 2011, we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of $14.1 million, maturing through 2012, representing approximately 39% of our estimated 2012 fuel consumption. The estimated fair value of these contracts at December 31, 2011 was estimated to be an asset of $0.5 million. We estimate that a hypothetical 10% increase in our weighted-average fuel price would result in an increase of $4.5 million in our 2012 anticipated fuel expense. In addition, a 10% increase in the fuel swap index would result in a $2.1 million increase in the fair value of our fuel swap contracts, which is recorded in other income (expense).

Regent Seven Seas is a leading luxury cruise company with the industry’s most comprehensive all-inclusive Product offering across a wide variety of worldwide itineraries. We currently own and operate three, six-star luxury cruise vessels, Seven Seas Navigator, Seven Seas Mariner, and Seven Seas Voyager, with 1,890 berths in the aggregate. Our focus on providing guests with, what we believe to be, highly personalized service, activities and world-class accommodations has earned us numerous awards. For example, we have been consistently ranked among the top luxury cruise lines by various travel publications and named “World’s Best Large Ship Cruise Line” by Condé Nast Traveler Reader’s Choice Awards in 2010. In addition, we have been named “Best Value, Ultra-Deluxe Six+ Star Category” by Ocean & Cruise News from 1992 to 2010. In June 2011, we were voted as having the best suites at sea by the Cruise Critic Cruisers’ Choice Award—taking both first and second place with Seven Seas Voyager and Seven Seas Mariner, respectively. We also ranked among the best cruise lines in the world in their categories for “Best Overall,” “Best Cruises for Dining,” “Best Cruises for Public Rooms,” “Best Cruises for Shore Excursions” and “Best Cruises For Value” —all in the Small Ship category. Condé Nast Traveler’s Cruise Poll of 2011 rated the Seven Seas Voyager as the #1 Large Cruise Ship and listed Regent’s itineraries among the “Dream Itineraries for 2012.” Epicurious.com rated Seven Seas Mariner as having among the best food at sea in 2011. In 2011 Regent Seven Seas Cruises won top honors in the Virtuoso Performance Awards, which recognize luxury travel experiences. At the 23rd annual Travel Mart conference at the Bellagio in Las Vegas we won for “Best Luxury Cruise Experience,” and was also rated “World’s Best Cruise Line” by readers of Condé Nast Traveler magazine.

Our target customers are primarily baby boomers, as they represent an upscale customer base that is the largest and the fastest growing segment of the U.S. population. Based on an analysis of 2011 data, the average Regent Seven Seas customer is 62 years old. Continued innovation across our product offerings not only attracts new cruise passengers, but also drives a high percentage of repeat customer traffic, a consistent source of our passenger and revenue growth. We believe that our customer-centric operating model, and the highly personalized cruise experience that we offer, drive high customer satisfaction and significant repeat bookings totaling approximately 53% of our passenger revenue in 2011. This loyal customer base, combined with our marketing strategy and the fact that guests book cruises up to 21 months in advance, with a cash deposit of 15% to 20% of the total cruise package fare due within seven days of booking, creates significant advance visibility into our future revenue and provides for strong cash flows.

For the fiscal year ended December 31, 2011, we had total revenue of $486.0 million, net income of $11.5 million and Adjusted EBITDA of $96.7 million. This represents an 8% increase, 2% decrease and an 8% decrease over 2010 revenue, net income and Adjusted EBITDA, respectively. Revenue growth was a result of strong bookings and a favorable pricing environment. Net income decrease, primarily attributable to an increase in dry-dock days in 2011, was offset by lower effective interest rates, resulting from the refinancing of the Second Lien Credit Facility and the expiration of our interest rate swaps in February 2011. Adjusted EBITDA declined due to increased commissions, transportation and other expenses, and the scheduled dry-docks for Seven Seas Mariner and Seven Seas Voyager in 2011.

For the fiscal year ended December 31, 2010, we had total revenue of $449.2 million, net income of $11.8 million and Adjusted EBITDA of $105.2 million. Compared to total revenue $361.1 million, net (loss) of $(36.5)

million and Adjusted EBITDA of $71.7 million for the fiscal year ended December 31, 2009. The $88.1 million increase in total revenues was offset by an increase of $32.2 million in operating expenses and a $7.1 million increase in non-operating expenses resulting in a $48.3 million increase in net income and a $33.5 million increase in Adjusted EBITDA.

The Company was incorporated in November 2007. In January 2008, we purchased substantially all of the assets of Regent Seven Seas Cruises, Inc. from Carlson Cruises Worldwide, Inc. and Vlasov Shipping Corporation. We are a wholly-owned subsidiary of PCH, which is primarily owned by Apollo and members of our management team. PCH also owns 100% of Oceania Cruises, the industry’s leading upper premium cruise line.

We believe that the cruise industry demonstrates the following positive fundamentals:

The figures and attributes in the following chart represent what we believe are the typical characteristics of cruise industry segments:

We serve the luxury cruise segment of the North American market, offering various global cruise itineraries that appeal to the more experienced, older and typically more affluent guest. We believe we operate a highly entrepreneurial and efficient organization through PCH and benefit from our focus on upscale passengers and sharing best practices, generating operating cost savings and enhanced operational efficiencies. We believe we have successfully positioned Regent Seven Seas as the luxury cruise operator of choice with our target passenger base by offering the most all-inclusive product in the industry, personalizing the passenger experience, developing unique itineraries and providing onboard enrichment programs and services. Travel professionals worldwide have recognized this leadership and have rewarded Regent Seven Seas with a significant number of industry honors.

Our award winning service, itineraries and all-inclusive model have resulted in nearly-perfect guest satisfaction ratings. Of the guests that responded to our 2011 onboard survey, we constantly score at our target of 9 or better on a scale of 10, based on the average score received from all guests per cruise. On the question of how likely the guest was to cruise with us again we received a rating of 100% of our target. As a result of high customer satisfaction, repeat guests accounted for 53% of total guests aboard our ships in 2011 (on a passenger revenue basis). We benefit from this loyal customer base in that 11% of the bookings, as measured by passenger revenue, are made directly with us as opposed to through travel agents, wholesalers, tour operators or another third-party distribution channel, with such direct bookings generating higher margins than those made through third parties. Our ability to consistently deliver a high quality product and achieve significant guest satisfaction continues to be a competitive advantage.

We have a disciplined and transparent pricing strategy. Our go-to-market strategy encourages people to book early to obtain the lowest price and stateroom of their choice, with bookings made up to 21 months in advance. Our average forward booking window as of December 31, 2011 was 6.7 months, compared with an industry average which we believe is around 5 months. Given this advanced booking window, coupled with the fact that substantially all of our revenue is included in the ticket price, we believe our revenue visibility is 20-30% ahead of our industry peers. Unlike many cruise lines that discount inventory regularly, our strategy is to increase marketing efforts as the cruise date approaches to achieve targeted occupancy levels. We clearly articulate to customers and travel agents that prices will only increase as the cruise date approaches, as well as the specific dates on which those increases will occur. As such, we have educated the market that it is best to book a cruise with us early to obtain the best suites at the best value. We believe the travel agent community favors our go-to-market strategy as it allows them to

provide value to their customers in a completely transparent manner, resulting in additional bookings well in advance of sailings. This early booking cycle allows us to make more informed decisions about pricing, inventory management and marketing efforts as the cruise date approaches.

Our business model allows us to generate a significant amount of free cash flow with high visibility. We begin to sell our inventory of suites up to 21 months prior to sailing with deposits due within seven days of booking and final payments generally collected 120 days before sailing. This results in working capital being a source of cash, provides visibility into our future revenues and corresponding cash flows and gives us ample time to adjust marketing initiatives as necessary. In addition, with no scheduled newbuilds and having invested significant capital over the past three years to refurbish and upgrade our three ships, we project maintenance capital expenditure levels to be reduced from recent levels of spending. Moreover, we benefit from a favorable tax status as our income is primarily derived from the operation of cruise ships in international waters. As a result of these factors, we generate significant free cash flow; a portion of which we currently anticipate will be used for debt reduction. For example we reduced our Net Debt by $14.6 million in 2011 and $34.5 million in 2010.

We are led by a management team with extensive cruise and leisure industry experience, with ownership in PCI, our ultimate parent company, and managing other global businesses. The team includes Mr. Frank J. Del Rio as Chairman and Chief Executive Officer of PCI and PCH with 19 years of industry experience, Mr. Kunal S. Kamlani as President and COO of PCH with 18 years of experience in the financial services and leisure industries, Mr. Mark S. Conroy as President of Regent Seven Seas with 39 years of industry experience, Mr. T. Robin Lindsay as Executive Vice President of Vessel Operations of PCI and PCH with 33 years of industry experience, and Mr. Jason M. Montague as Chief Financial Officer of PCI and PCH with 11 years of industry experience.

Our principal shareholder, Apollo has experience investing in the cruise, leisure and travel-related industries. In addition to holding a controlling interest in PCH, through PCI, which in turn owns Regent Seven Seas and Oceania Cruises, Apollo holds a controlling interest in NCL Corporation Ltd., one of the leading global cruise line operators with operations in the contemporary segment of the cruise industry.

We seek to attract affluent vacationers by offering a world class luxury cruise product and service through unique and diverse itineraries aboard our three ships.

We concentrate on leveraging our unique all-inclusive model to further increase market penetration and improve our occupancy and per diem metrics. We strive for innovative ways to enhance the onboard experience through new luxury cruise product offerings. For example, we added unlimited shore excursions in 2009, and added pre-cruise hotel packages in 2011 as part of our all-inclusive product offering. Through heightened communication with our travel agent partners and guests and the continued development of innovative marketing strategies, which are designed to emphasize our array of services and all-inclusive offering, we strive to increase our brand recognition and continue to grow our base of loyal customers.

differentiated array of services all-inclusive offerings in both the North American and international markets will help us maximize our occupancy ratio. To increase the benefits of our targeted marketing programs, we opened an outbound call center focused on optimizing leads created by our marketing programs and following up directly with consumers who have expressed interest in cruising with us. We believe this strategic change and other improvements to our sales organization and channels will help drive future growth in occupancy. As an additional market opportunity, we are also focused on sourcing passengers from the European market. As of December 31, 2011, Europe represented 11% of Regent Seven Seas’ volume as measured by European cruise revenue to total cruise revenues.

We operate three six-star luxury cruise vessels, Seven Seas Navigator, Seven Seas Mariner, and Seven Seas Voyager with what we believe to be, world-class accommodations and amenities, 1,890 berths in aggregate and an average age of approximately nine years. We operate at a maximum capacity of approximately 675,000 capacity nights per annum. Capacity on each ship is limited to 490 to 700 guests and our cruises are staffed at a crew-to-guest ratio of approximately 1-to-1.6. All of our ships offer all-suite accommodations with 90-100% of the suites featuring private balconies. We believe that Seven Seas Mariner and Seven Seas Voyager are the only ships in the world offering 100% suite-with-balcony accommodations.

We have invested over $100 million from February 2008 through December 2011 to completely modernize our fleet. These renovations represent major elevations of the Regent Seven Seas product.

We deploy our fleet to worldwide destinations, allowing us to service our customers’ demands for a global and differentiated travel experience. Included in the primary destinations are Alaska, the Tropics, South America, Northern Europe, the Mediterranean, Africa, Asia and India. The following graph displays the global destinations of Regent Seven Seas.

These destination-focused itineraries, augmented by a comprehensive and complimentary shore excursion program, differentiate us from many of our competitors. To that end, we offer several Grand Voyage itineraries of 60 nights or more that call on “must-see” and exotic destinations, many of which include overnight stays in port, allowing guests to have more in-depth experiences than would otherwise be possible in a single day port call. At the same time, we have expanded our addressable market and captured guest spending for a greater portion of their cruising lifecycle by selling segments of Grand Voyages and other shorter (i.e. 7 – 14 night) cruises designed for more time-constrained customers. The deployment flexibility created by the use of long itineraries translates off-peak seasons into more profitable portions of longer cruises.

Our multi-pronged operating strategy is aimed at delivering the most unique and differentiated luxury experiences for our travelers onboard and onshore that are highly-tailored to the individual while optimizing operational efficiencies. Given the relatively small size of our vessels, our fleet can access a greater number and variety of ports around the globe.

We distinguish ourselves by our comprehensive all-inclusive onboard and onshore offering and the highly anticipatory onboard service. The core of the Regent Seven Seas guest experience centers on the ability to offer optionality throughout their cruise and to have their desires and needs met with, what we believe to be, world-class service levels in a relaxed atmosphere. We strive for innovative ways to enhance the onboard experience through new luxury cruise product offerings. For example, we added top-shelf open bars to the all-inclusive package in 2007, added unlimited shore excursions during 2009, and pre-cruise hotel packages in 2011 as part of our all-inclusive product offering.

We strive to make our guests feel more like travelers instead of tourists by innovating the traditionally uniform and regimented nature of cruising to make it fully customized and experiential. This aim is reflected in the onboard and onshore activity offerings including a wide choice of other onboard personal enrichment programs. For example, we bring in expert guest lecturers to provide insights and perspectives on a variety of topics. The speakers often have first-hand knowledge of the locales on an itinerary, and come from diverse backgrounds including the Foreign Service, leading universities, the arts and journalism. All of these programs enrich the passenger experience and round out our portfolio of onboard offerings to address the varied interests and discriminating tastes of our guests. In the diverse world of luxury travel, we have continued to differentiate ourselves and drive customer loyalty by providing such unique experiences.

In addition to luxurious accommodations and unique enrichment opportunities, we offer the finest of culinary experiences. An important aspect of the dining experience aboard our ships is open seating dining. Unlike large ship cruises, where dining times and tables are typically assigned in advance, on our ships guests may choose from a variety of restaurants onboard and dine when they wish. We also offer complimentary 24-hour room service, allowing guests the option of enjoying a private dinner in-suite or on their own balcony. Top-shelf open bar is included in the price and can be enjoyed at the onboard restaurants, in any of the bars, and as part of the 24-hour room service.

All ships feature a state-of-the-art spa, wellness and fitness facility, and full-service beauty salon operated by Canyon Ranch. Canyon Ranch SpaClub offers all the most popular spa treatments and physical facilities such as body and skin-care treatment rooms, a well-equipped gym and weight room with cardio and weight training equipment, a juice bar, men’s and women’s locker rooms, thalassotherapy, and sauna and steam rooms. We also serve a full range of Canyon Ranch’s Spa Cuisine at mealtimes. The healthy-focused menu items are available for breakfast, lunch and dinner at the main dining rooms, casual dining venues, poolside and on the 24-hour room service menu for in-suite dining. On select voyages, Canyon Ranch healthy living experts offer on-board presentations and workshops addressing lifestyle change, healthy living and stress management.

Evening entertainment includes a nightclub with live music, a multi-tiered show lounge featuring a variety of production shows from Broadway revues to classical concerts and other headliner acts, and a casino. Each ship also includes a well-stocked library, an outdoor pool deck, an internet café, paddle tennis and a jogging track. Shopping is available at several onboard duty-free boutiques.

We can handle virtually all aspects of guest reservations and transportation requirements, including arranging pre- and post-cruise hotel bookings and air transportation. Approximately 55% of our guests elect to take advantage of our free air program, which includes a comprehensive package of air, meet and greet services, and ground transfer to and from the ship. In addition, we offer guests the opportunity to purchase pre- and post-cruise hotel accommodations and land packages.

We maintain a loyalty program designed to cultivate long-term customer relationships. The Regent Seven Seas loyalty program, Regent Seven Seas Society, focuses on our most active customers and, as of December 31, 2011, covers over 200,000 Regent Seven Seas Society households. It has evolved to offer a range of guest rewards tailored to customer preferences, and are awarded in proportion to a member’s number of nights onboard.

The program offers significant value to us, both directly and indirectly. Its members act as ambassadors for the Regent Seven Seas cruise experience, conveying the benefits of the platform to potential customers. In addition, repeat cruisers tend to reserve future cruises farther in advance than first-timers, giving us earlier insight into future booking revenue. The program base is extremely active, with members re-qualifying themselves frequently. Acquisition costs for Regent Seven Seas Society members are much lower than traditional guests, in part because loyal customers record their preferences electronically, allowing us to target them with marketing customized to their preferred itinerary and interests. Customer loyalty continued to be an important driver of our business; 53% of total guests aboard our ships in 2011, on a passenger revenue basis, were repeat guests.

We have a U.S.-based sales team of 34 people, including three representatives dedicated to charter and incentive clients and three national account managers that collectively oversee important strategic relationships and develop marketing plans and budgets for marketing campaigns across key accounts. This team sells our cruises to more than 4,760 producing travel agents, charter and incentive clients. We also utilize onboard sales consultants to directly book current passengers for their next itinerary. Approximately 7% of cruise revenue is made through the onboard channel.

We are focused on increasing our sales and marketing efforts to complement existing travel agency relationships and give us the flexibility to adapt to changing market conditions. In 2008, we developed an outbound call center, with 23 sales agents focused on optimizing leads created by our marketing programs and following up directly with consumers who have expressed interest. This strategic change offers attractive occupancy growth potential as the traditional inbound-only call center shifts toward a sales-generating orientation. Approximately 11% of bookings, as measured by passenger revenue, are made directly with us through one of these call centers or through our website. Internationally, we operate one office in the UK. Additional international revenue comes from general sales agents (GSAs) throughout the world with the majority of sales coming from Australia, Germany, Mexico and Brazil.

Our sales efforts are supported by a robust and targeted marketing platform. We place a strong focus on product innovation, not only for stimulating repeat business, but also for driving new demand for our products, and our marketing effort supports that focus. Innovations in online capabilities provide more efficient methods for communicating with past and prospective guests, including the integration of print and online marketing efforts, which increase efficiencies and product exposure.

What we believe to be best-in-class guest service levels are paramount in the luxury space, where travelers have discriminating tastes and high expectations for service quality. We have dedicated increasing attention and resources to ensuring that our service offerings meet the demands of the most discriminating standards. We have implemented more rigorous onboard training programs and established additional human resources and career development resources. In addition, to ensure that guests receive highly personalized service and attention to detail, we have right-sized the on-board staff to offer crew-to-guest ratios of approximately 1-to-1.6, which is among the highest in the industry. Our dedication to anticipating and meeting our guests’ every need differentiates our operations and fosters close relationships between guests and the crew, helping to build customer loyalty.

Sophisticated and efficient maintenance and operations systems support the technical superiority and modern look of our fleet. In the first half of 2009, we created a department to manage deck and engine operations in-house for both Regent Seven Seas and our sister company, Oceania Cruises, which has resulted in higher quality maintenance and better cost control.

Each of our ships is taken out of service approximately every 24 to 36 months for a period of approximately ten days for scheduled maintenance work, repairs, and improvements that are performed in dry-dock. Our classification societies require that passenger ships dry-dock twice in five years and a maximum duration between each dry-dock cannot exceed three years. Dry-docking work is typically performed during off-peak demand periods to minimize the effect on revenues.

The seasonality of the cruise industry generally results in the greatest demand for cruises during the summer months of the third quarter. This predictable seasonality in demand has resulted in fluctuations in our revenue and results of operations. The effect of seasonality on our results is increased due to ships being taken out of service for regularly scheduled dry-docking, which we typically schedule during non-peak demand periods.

As of December 31, 2011 we had a total of 641 Regent Seven Seas officers, crew members and other employees, including 357 officers and crew members onboard our fleet and 284 shore side employees. Individuals who we refer to as our employees are employed by a related entity, Prestige Cruise Services, LLC, and provide services to us under the terms of a master shared services agreement. See “Certain Relationships and Related Party Transactions—Master Services Agreement” for additional information about our master services agreement and relationship with Prestige Cruise Services, LLC.

In 2006, the Company began operating under the name Regent Seven Seas Cruises. In January 2008, PCH completed its acquisition through the Issuer of substantially all of the assets of Regent Seven Seas Cruises, Inc. and the equity of certain of its affiliated companies and joint ventures from Carlson Cruises Worldwide, Inc. and Vlasov Shipping Corporation. PCH is the market leader in the upper premium and luxury segments of the cruise industry with approximately 5,200 berths between the Oceania Cruises and Regent Seven Seas brands.

Apollo is a leading global alternative asset manager with offices in New York, Los Angeles, London, Frankfurt, Luxembourg, Singapore, Hong Kong and Mumbai. As of December 31, 2011, Apollo had assets under management of $75.2 billion invested in its private equity, capital markets and real estate businesses. In addition to holding a controlling interest in PCH, through PCI, which in turn owns Regent Seven Seas and Oceania Cruises, Apollo holds a controlling interest in NCL Corporation Ltd., one of the leading global cruise line operators with operations in the contemporary segment of the cruise industry. Apollo also has current investments in other travel and leisure companies, including Caesars Entertainment and AMC Entertainment, and has in the past invested in Vail Resorts, Wyndham International and other hotel properties. For information regarding potential conflicts of interest between us and our sponsor, see “Risk Factors—Risks Related to Our Business—Our sponsor controls us and our sister company, Oceania Cruises, through its control of our parent companies PCI and PCH, and the interests of our sponsor and our parent companies may conflict with or differ from your interests.”

We maintain marine insurance on the hull and machinery of our ships, which includes coverage for disbursements, earnings and increased value, in amounts related to the estimated market value of each ship. The coverage for each of the hull and machinery policies is maintained with syndicates of insurance underwriters from the European and U.S. insurance markets.

In addition we maintain comprehensive insurance coverage at commercially reasonable rates and believe that our current coverage is adequate to protect against most of the accident-related risks involved in the conduct of our business. We carry:

We believe that all of our insurance coverage, including those noted above, is subject to market-standard limitations, exclusions and deductible levels. We will endeavor to obtain insurance coverage in amounts and at premiums that are commercially acceptable to us.

We do not carry business interruption insurance for our ships based on our evaluation of the risks involved and protective measures already in place, as compared to the cost of insurance. We carry business interruption insurance for certain of our shoreside operations.

The Athens Convention Relating to the Carriage of Passengers and Their Luggage by Sea (1974) and the Protocol to the Athens Convention Relating to the Carriage of Passengers and Their Luggage by Sea (1976) are generally applicable to passenger ships. The U.S. has not ratified the Athens Convention. However, with limited exceptions, the 1976 Protocol to the Athens Convention may be contractually enforced with respect to cruises that do not call at a U.S. port. The International Maritime Organization Diplomatic Conference agreed to a new protocol to the Athens Convention on November 1, 2002 (the “2002 Protocol”). The 2002 Protocol, which has not yet been entered into force, establishes for the first time a no-fault liability regime and a level of compulsory insurance which must be maintained by passenger ship operators with a right of direct action against the insurer. The timing of the entry into force of the 2002 Protocol, if achieved at all, is unknown. No assurance can be given that affordable and secure insurance markets will be available to provide the level and type of coverage required under the 2002 Protocol.

Information about our cruise ships, including their size and primary areas of operation, estimated expenditures and financing may be found under “Business—Fleet Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Our principal executive office is at 8300 NW 33^rd Street, Suite 100, Miami, FL 33122. We are party to two real property leases for office space and/or call centers in Omaha, Nebraska and Southampton, England. We believe that our facilities are adequate for our current needs, and that we are capable of obtaining additional facilities as necessary.

Our ships have been operating under the Regent Seven Seas brand since 2006. In connection with the Regent Seven Seas Transaction, we entered into a trademark license agreement with Carlson granting us the exclusive right to use the “Regent” brand family of marks in the luxury cruise market. The agreement has since been assumed by Regent Hospitality Worldwide, Inc. The license bears royalties that we pay on a quarterly basis. The trademark license agreement had an initial term of ten years and automatically renews for additional one-year terms unless terminated by the parties. In February 2011, we amended the terms of this agreement. The amended and restated trademark license agreement allows us to use the Regent tradename, in conjunction with cruises, in perpetuity, subject to the terms and conditions stated in the agreement. In consideration for the rights and privilege to use the license under this agreement, we will pay the licensor approximately $9.1 million. We own various U.S. and foreign trademark registrations that are widely recognized worldwide, including registrations covering “Seven Seas Cruises,” “Seven Seas Navigator,” “Seven Seas Mariner,” “Seven Seas Voyager” and “Luxury Goes Exploring.” We also claim common law rights in trademarks and trade names used in conjunction with our ships, incentive programs, customer loyalty program, and specialty services rendered on board our ships.

We are routinely involved in claims typical within the cruise industry. The majority of these claims are covered by insurance. We believe the outcome of such claims, net of expected insurance recoveries, will not have a material adverse impact on our financial condition or results of operations.

Our various ports of call subject our ships to international and U.S. laws and regulations relating to environmental protection, including but not limited to MARPOL. Under such laws and regulations, we are prohibited from, among other things, discharging certain materials, such as petrochemicals and plastics, into the waterways. Specifically in the U.S., we comply in all material respects with the newly implemented U.S. Environmental Protection Agency’s Vessel General Discharge permit.

Also in the U.S., we must meet the U.S. Public Health Service’s requirements, including ratings by inspectors from the Centers for Disease Control and Prevention, (the “CDC”), and the Food and Drug Administration (the “FDA”). We believe we rate at the top of the range of CDC and FDA scores achieved by the major cruise lines. In addition, the cruise industry and the U.S. Public Health Service have agreed on regulations for food, water and hygiene to assist cruise lines in achieving the highest possible health and sanitation standards on cruise ships.

Pursuant to FMC and U.S. Coast Guard regulations, we have covered our financial responsibility with respect to death or injury to passengers and water pollution by providing required guarantees from our insurers with respect to such potential liabilities. In addition, we are required to obtain and maintain certificates from the U.S. Coast Guard relating to our ability to satisfy liabilities in cases of marine oil pollution.

Our highest priority and commitment is to protecting the health, safety and security of our passengers, employees and others working on our behalf. We are also committed to protecting the marine environment in which our vessels sail and the communities in which we operate by minimizing adverse environmental consequences and using resources efficiently.

See “Risk Factors—Risks Related to the Regulatory Environment in Which We Operate” for additional discussion of our environmental risks.

Since July 1, 1998, pursuant to provisions adopted by the IMO, all cruise ships were required to be certified as having safety management procedures that comply with the requirements of the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”). We have obtained certificates certifying that our ships are in compliance with the ISM Code. Each such certificate is granted for a five-year period and is subject to periodic verification.

We believe that our ships currently comply with all requirements of the IMO and the flag of The Bahamas, including but not limited to SOLAS, MARPOL, and STCW. The SOLAS requirements are amended and extended by the IMO from time to time. For example, The International Port and Ship Facility Code (the “ISPS Code”) was adopted by the IMO in December 2002. The ISPS Code provides for measures strengthening maritime security and places new requirements on governments, port authorities and shipping companies in relation to security issues on board ships and in ports. We have been in compliance in all material respects with all requirements of the ISPS Code imposed upon us as of the implementation date of May 2009.

In addition to the requirements of the ISPS Code, the U.S. Congress enacted The Maritime Transportation Security Act of 2002, commonly known as the MTSA, which implements a number of security measures at ports in the U.S. including measures that apply to ships registered outside the U.S. docking at ports in the U.S. The U.S. Coast Guard has published its own set of MTSA regulations that require a security plan for every ship entering the territorial waters of the U.S., provide for identification requirements for ships entering such waters and establish various procedures for the identification of crew members on board such ships. Our fleet complies in all material respects with the requirements imposed upon it by the MTSA and the U.S. Coast Guard regulations. The Transportation Workers Identification Credential, commonly known as the TWIC, is a new federal legal requirement for accessibility into and onto U.S. ports and U.S.-flagged vessels. We comply in all material respects with this requirement.

Amendments to SOLAS required that ships constructed in accordance with pre-1974 SOLAS requirements install automatic sprinkler systems by year-end 2005. Failure to comply with the SOLAS requirements with respect to any ship will, among other things, restrict the operations of such ship in the U.S. and many other jurisdictions. We comply in all material respects with these requirements.

Also, in response to concerns raised in connection with a balcony fire in 2006 onboard the cruise vessel Star Princess, IMO adopted an amendment to SOLAS which requires partial bulkheads on cabin balconies to be of non-combustible construction. Existing ships are required to comply with this SOLAS amendment by the first statutory survey after July 1, 2008. As of December 31, 2008, all of our ships complied in all material respects with the SOLAS amendment.

The new SOLAS regulation on long-range identification and tracking (LRIT) entered into force on January 1, 2008. This allows SOLAS contracting governments a year to set up and test the LRIT system and ship operators a year to start fitting the necessary equipment or upgrading so that their ships can transmit LRIT information. Ships constructed on or after December 31, 2008 must be fitted with a system to transmit automatically the identity of the ship, the position of the ship (latitude and longitude) and the date and time of the position. Ships constructed before December 31, 2008 must be fitted with the equipment not later than the first survey of the radio installation after December 31, 2008. We comply in all material respects with these requirements.

In July 2010, President Obama signed into law a new cruise ship safety bill entitled “The Cruise Vessel Security Act” which, in order to improve crime scene responses, requires, among other things, for cruise ships to have rape kits and anti-retroviral medication and a trained forensic specialist onboard. The law also requires that each ship, embarking or disembarking passengers in the United States of America, maintain a log book to record all deaths, missing individuals, alleged crimes and passenger complaints against crew members for theft, sexual harassment and assault. In compliance with all material respects with these initial requirements we have

improved ship safety by having 42 inch guard rails, peep holes in every passenger and crew member cabin, on deck video surveillance, and an emergency sound system. We intend to comply with any additional requirements on or before future compliance deadlines.

The FMC requires evidence of financial responsibility for those offering transportation on board passenger ships operating out of U.S. ports to indemnify passengers in the event of non-performance of the transportation. We are also required to establish financial responsibility by other jurisdictions to meet liability in the event of non-performance of our obligations to passengers from those jurisdictions.

From time to time, various other regulatory and legislative changes have been or may in the future be proposed that may have an effect on our operations in the U.S. and the cruise industry in general.

In many of the jurisdictions in which we operate as a non-resident ship operator, the shipping revenue derived therefrom is taxed on a “deemed international shipping income” basis, meaning that the tax is levied based on a statutorily prescribed percentage of “gross shipping income” derived from the relevant jurisdictions. We believe that “gross shipping income” consists of cruise package fares received from passengers.

The applicability of U.S. federal income taxes to us is separately discussed below.

In most countries in which we operate, tax is payable on income derived within the respective jurisdictions. We believe that the majority of the onboard revenue generated from activities such as beverage and gift shop sales is derived while the ships are navigating in international waters. Consequently, we are of the view that onboard revenue generated from such activities is not taxable. The majority of the countries in which we operate adopt the definition of territorial waters in accordance with Article 3 of the 1982 United Nations Convention on the Law of the Sea whereby 12 nautical miles from the baseline of the respective countries is the limit for taxation purposes unless there are express domestic laws which state otherwise.

The following discussion of the application to the Issuer of U.S. federal income tax laws is based upon current provisions of the Code, legislative history, U.S. Treasury regulations, administrative rulings and court decisions. The following description is subject to change and any change could affect the continuing accuracy of this discussion (and any such change may also have retroactive effect).

Under Section 883 of the Code, certain foreign corporations, though engaged in the conduct of a trade or business within the United States, are exempt from U.S. federal income and branch profits taxes on (or in respect of) gross income derived from or incidental to the international operation of ships. U.S. Treasury regulations provide that a foreign corporation will qualify for the Section 883 exemption if, in relevant part: (i) the foreign country in which the foreign corporation is organized grants an “equivalent exemption” from tax for income from the international operation of ships of sufficiently broad scope to corporations organized in the U.S. (an “Equivalent Exemption”) and (ii) the foreign corporation is a “controlled foreign corporation” (a “CFC”) for more than half of the taxable year, and more than 50% of its stock is owned by qualified U.S. persons for more than half of the taxable year (the “CFC Test”). In addition, the U.S. Treasury regulations require a foreign corporation and certain of its direct and indirect shareholders to satisfy detailed substantiation requirements (“Substantiation Requirements”) in order to establish that the foreign corporation meets the CFC Test.

We believe substantially all of our income derived from the international operation of ships is properly categorized as Shipping Income, and that our income other than Shipping Income is not currently, nor is it expected to become, a material amount. It is possible, however, that a material amount of our income may not actually qualify (or will not qualify) as Shipping Income.

Even if our interpretation of Section 883 is correct, the exemption for Shipping Income is not applicable in any year in which we do not satisfy complex stock ownership tests, as described above. Additionally, any change in our operations could change the amount of our income that is considered Shipping Income under Section 883. Finally, any change in the tax laws governing our operations, including Section 883 of the Code and the regulations thereunder, could increase the amount of our income that is subject to tax. Any of the foregoing risks could significantly increase our exposure to U.S. federal income and branch profits tax.

The U.S.-source portion of our income that is not Shipping Income is generally subject to U.S. federal corporate income tax on a net basis (generally at a 35% rate) and possible state and local taxes, and our effectively connected earnings and profits generally are subject to an additional branch profits tax of 30%.

For purposes of the CFC Test, a qualified U.S. person is defined as an individual who is a U.S. citizen or resident alien, a domestic corporation or one of certain domestic tax-exempt trusts. Stock owned by or for a domestic partnership, taxable domestic trust, estate, mutual insurance company or similar entity is treated for these purposes as owned proportionately by its partners, beneficiaries, grantors or other interest holders.

The Issuer and its non-U.S. subsidiaries are disregarded as entities separate from their owner for U.S. federal income tax purposes, and accordingly, rely on the ability of the Issuer’s parent corporation, PCH, to meet the requirements necessary to qualify for the benefits of Section 883.

PCH is organized as a company in Panama, which grants an Equivalent Exemption. While PCH is currently classified as a CFC and we believe PCH meets the CFC Test because more than 50% in value of its stock is owned, or is treated as owned, by qualified U.S. persons for more than half of the taxable year the application of this test is subject to some uncertainty and there is no assurance that our view is correct.

At this time, we believe that substantially all of the Issuer’s income is Shipping Income and that PCH will be able to meet the requirements (including the Substantiation Requirements) provided in the U.S. Treasury regulations necessary for the Issuer’s Shipping Income to be subject to the exemption provided in Section 883 of the Code; however, we can give no assurance that we will in fact be able to meet the foregoing requirements.

Taxation of Regent Seven Seas’ international shipping income where Section 883 of the code is inapplicable

We believe that, if the Shipping Income of Regent Seven Seas were not exempt from U.S. federal income taxation under Section 883 of the Code, as described above, that income, as well as any other income from cruise operations of Regent Seven Seas that is not Shipping Income, to the extent derived from U.S. sources, generally would be taxed on a net basis under Section 882 of the Code (after allowance for deductions, assuming that a true and accurate federal income tax return is filed within the permitted timeframe) at graduated U.S. federal corporate income tax rates (currently, a maximum of 35%), and possible state and local income taxes. Regent Seven Seas would also be subject to a 30% (unless a lower treaty rate applies) federal branch profits tax under Section 884 of the Code, generally on the portion of our earnings and profits that was derived from U.S. sources each year to the extent such earnings and profits were not properly viewed as reinvested and maintained in the U.S. business of Regent Seven Seas. To the extent that our income derived from the use of our ships, or services related to the use of our ships, is not exempt under Section 883 of the Code or subject to net basis taxation under Section 882 of the Code, such income would be subject to a 4% gross basis tax under Section 887 of the Code. We believe that the income of Regent Seven Seas generally would not be subject to the 4% gross basis tax under Section 887 of the Code.

While any such U.S. federal, state and local income taxes and branch profits taxes would be a liability of our parent, PCH (because we and our subsidiaries are considered disregarded entities for U.S. federal and applicable state and local income tax purposes), and not a liability of ours or our subsidiaries, we may effectively bear the cost of any such taxes because we are permitted to make tax distributions to PCH to pay such taxes.

Income of Regent Seven Seas derived from U.S. sources includes 100% of its income, if any, from transportation that begins and ends in the U.S., and 50% of its income from transportation that either begins or ends in the U.S. Income from transportation that neither begins nor ends in the U.S. would not be taxable. There are indications in the legislative history of the transportation income source rules that suggest that a cruise that begins and ends in a U.S. port, but that calls on one or more foreign ports, will derive U.S. source income only from the first and last legs of such cruise. However, since there are no regulations or other IRS guidance with respect to these rules, the applicability of the transportation income source rules in the aforesaid manner is not free from doubt.

We may be subject to state, local and non-U.S. income or non-income taxes in various jurisdictions, including those in which we transact business, own property, or reside. We may be required to file tax returns in some or all of those jurisdictions. The state, local or non-U.S. tax treatment of Regent Seven Seas may not conform to the U.S. federal income tax treatment discussed above. We may be required to pay non-U.S. taxes on dispositions of foreign property, or operations involving foreign property may give rise to non-U.S. income or other tax liabilities in amounts that could be substantial.

Set forth below are the names, ages and current positions of our current executive officers and administrators. Our seven administrators act similarly to a board of directors of a U.S. corporation.

Frank J. Del Rio is the founder of Oceania Cruises, is Chairman and Chief Executive Officer of PCI and PCH, our parent companies and the parent companies of Oceania Cruises, has been a member of the boards of directors of PCI and PCH and Oceania Cruises since April 2007 and became an Administrator of the Issuer in July 2009. Based in Miami, Florida, Mr. Del Rio is responsible for the financial and strategic development of Oceania Cruises and the Issuer. Between 2003 and 2007, Mr. Del Rio was instrumental in the development and growth of Oceania Cruises. Prior to founding Oceania Cruises, Frank Del Rio played a vital role in the development of Renaissance Cruises, serving as Co-Chief Executive Officer, Executive Vice President and CFO from 1993 to April 2001. Mr. Del Rio holds a B.S. in Accounting and is a Certified Public Accountant (inactive license).

Adam M. Aron has been a member of the boards of directors of PCI and PCH, our parent companies, and Oceania Cruises, our sister company, since April 2007 and became an Administrator of the Issuer in July 2009. He is Chairman and CEO of World Leisure Partners, Inc., a personal consultancy for matters related to travel and tourism and high-end real estate development. Mr. Aron has previously served as President and CEO of NCL Corporation Ltd., Senior Vice President of Marketing for United Airlines, Senior Vice President-Marketing for Hyatt Hotels Corporation, and Chairman of the Board and Chief Executive Officer of Vail Resorts, Inc. Mr. Aron currently serves on the boards of directors of Cap Jaluca Properties Ltd., E-miles, Inc., NCL Corporation Ltd. and Starwood Hotels and Resorts Worldwide. Mr. Aron also serves on the boards of directors of a number of non-profit organizations. He is a member of the Council on Foreign Relations, Business Executives for National Security, and is a former member of the Young Presidents’ Organization. In addition, Mr. Aron formerly served as First Vice Chairman of the U.S. Travel Association and as Vice Chairman of the National Finance Committee of the Democratic Senatorial Campaign Committee for the 2008 election cycle. Mr. Aron was previously selected by the U.S. Secretary of Defense to participate in the Joint Civilian Orientation Conference in 2004, was appointed by the U.S. Secretary of Agriculture to serve on the board of directors of the National Forest Foundation from 2000 through 2006 and was a delegate to President Clinton’s White House Conference on Travel and Tourism. Mr. Aron received a Master of Business Administration degree with distinction from the Harvard Business School and a Bachelor of Science Cum Laude from Harvard College.

Kevin E. Crowe has been a member of the boards of directors of PCI and PCH, our parent companies, and Oceania Cruises, our sister company, since December 2009 and became an Administrator of the Issuer in December 2009. Mr. Crowe joined Apollo in 2006 and currently serves on the board of directors of Quality Distribution, Inc. Prior to joining Apollo, Mr. Crowe was a member of the Financial Sponsors Group at Deutsche Bank. Mr. Crowe graduated from Princeton University with an AB in Economics and a certificate in Finance.

Russell W. Galbut has been a member of the boards of directors of PCI and PCH, our parent companies, and Oceania Cruises, our sister company, since April 2007 and became an Administrator of the Issuer in July 2009. Mr. Galbut currently serves on the board of directors of Gibraltar Private Bank and Trust, is the Chairman of the Board of Hebrew Homes Health Network and is a member of the American Arbitration Association. Mr. Galbut received a Bachelor of Science in Hotel Administration from Cornell University and a Juris Doctorate from the University of Miami.

Daniel M. Holtz has been a member of the boards of directors of PCI and PCH, our parent companies, and Oceania Cruises, our sister company, since April 2007 and became an Administrator of the Issuer in July 2009. Since 1998, Mr. Holtz has served as Managing Principal of Walden Capital Management, a Miami-based financial services company. Mr. Holtz currently serves on the boards of directors of Verifier Capital, L.L.C. and IWM Holdings, L.L.C. He is also involved in numerous non-profit and civic organizations, including serving as member of the Board of Trustees of Holtz Center for Maternal and Child Care at Jackson Memorial Hospital in Miami, Florida, the Museum of Contemporary Art in North Miami, Florida and the Aspen Art Museum in Aspen, Colorado. Mr. Holtz holds an undergraduate degree from the University of Florida.

Steve Martinez has been a member of the boards of directors of PCI and PCH, our parent companies, and Oceania Cruises, our sister company, since April 2007 and an Administrator of the Issuer since January 2008. Mr. Martinez is a partner at Apollo and currently serves on the boards of directors of NCL Corporation Ltd., the parent company of Rexnord Industries, a diversified manufacturer of engineered products, Veritable Maritime, an owner of crude oil tankers, and Hughes Telematics, an information services company. He has previously served on the boards of directors of Allied Waste Industries, Goodman Global, Jacuzzi Brands and Hayes-Lemmerz International. Mr. Martinez is also active in charitable activities and currently serves as Co-Chairman of the Northeast Advisory Board of the Hispanic Scholarship Fund. Prior to joining Apollo, Mr. Martinez was a member of the mergers and acquisitions department of Goldman Sachs & Co. with responsibilities in merger structure negotiation and financing. Before that he worked at Bain & Company Tokyo advising U.S. corporations on corporate strategies in Japan. Mr. Martinez received a Master’s of Business Administration from the Harvard Business School and a Bachelor of Arts and Bachelor of Science from the University of Pennsylvania and the Wharton School of Business, respectively.

Eric L. Press has been a member of the boards of directors of PCI and PCH, our parent companies, and Oceania Cruises, our sister company, since April 2007 and became an Administrator of the Issuer in July 2009. He is a partner at Apollo, where he has worked since 1998. Mr. Press also serves on the boards of directors of Apollo Commercial Real Estate Finance, Inc., Athene Re, Caesars Entertainment Corporation, Noranda Aluminum, Affinion Group, Metals USA Holdings, and Innkeepers USA.

Jason M. Montague is the Executive Vice President and Chief Financial Officer of PCH. He is responsible for all day-to-day financial operations as well as the mid- and long-term strategic planning and financial development of PCH and its two brands, Oceania Cruises and Regent Seven Seas. Part of the Oceania Cruises’ start-up team, Mr. Montague has seen the company through the purchase of its three R-Class vessels, the equity investment by Apollo, the financing for the Oceania-Class newbuilds and the acquisition and integration of Regent Seven Seas. Prior to joining Oceania Cruises, he operated a successful consulting practice focused on strategic planning and development of small to medium-sized companies. He previously held the position of Vice President Finance for Alton Entertainment Corporation, a brand equity marketer who was majority owned by the Interpublic Group of Companies. Mr. Montague holds a BSBA in Accounting from the University of Miami.

Kunal S. Kamlani is the President and Chief Operating Officer of PCH, responsible for the overall strategic marketing, sales, e-commerce, public relations, promotions and procurement for both Oceania Cruises and Regent Seven Seas. Additionally, he serves as President of Oceania Cruises. Mr. Kamlani rejoined PCH in September 2011 from Bank of America/Merrill Lynch, where he served as head of the multi-billion dollar Global Investment Solutions division with approximately 1,000 employees worldwide. Prior to that, Mr. Kamlani was the Chief Financial Officer for PCH. His past experiences also include serving as the Chief Operating Officer of

Smith Barney and Vice President of corporate development for Starwood Hotels & Resorts. Mr. Kamlani earned his MBA from Columbia University and a bachelor’s degree in Economics and Political Science from Colgate University.

Mark S. Conroy, the President of Regent Seven Seas, is responsible for its day-to-day sales and marketing activities and is the steward of the Regent Seven Seas brand. During his sixteen years of leadership of the line, Mr. Conroy has overseen the development of the highly successful all balcony-suite concept, and launched two acclaimed 700-guest ships with that design: Seven Seas Mariner (March 2001) and Seven Seas Voyager (April 2003). Mr. Conroy’s three decades of experience in managing and operating cruise ships encompasses key roles with some of cruising’s most prominent names. He was chairman of the Cruise Lines International Association (CLIA) Executive Committee from 2002 to 2004, and has served on various other committees in the past. Mr. Conroy’s cruise industry career began in 1974 at Norwegian Cruise Line, while studying at the University of Miami. He graduated Summa Cum Laude from the University of Miami in 1976 with a Bachelor’s Degree in Business.

T. Robin Lindsay is the Executive Vice President of Vessel Operations for PCI and PCH, the parent companies of Regent Seven Seas and Oceania Cruises, and oversees all marine, technical and hotel operations. Mr. Lindsay was instrumental in the extensive refurbishment and launch of Oceania Cruises’ Regatta, Insignia and Nautica and the development of the new 1,250-guest Oceania-Class newbuilds. Mr. Lindsay possesses a substantial amount of experience in the luxury cruise arena and has overseen the design and construction of many of the industry’s most acclaimed luxury cruise ships. Prior to joining Oceania Cruises in 2003, Mr. Lindsay was the Senior Vice President of Vessel Operations at Silversea Cruises and, prior to that, Vice President of Operations at Radisson Seven Seas Cruises.

Our non-executive directors do not receive any annual retainer, meeting, committee or chair fees. Additionally, there are no automatic annual equity grants, rather grants are made from time to time as determined by our Board and the last such grant was in 2010. Although no equity grants were made in 2011, as noted above, the Board determined that it was appropriate to modify the portion of the outstanding performance-based options that would have vested if the Company had achieved the 2011 MICP EBITDA performance target. This modification applied not only to options granted in 2011 but to any prior performance based options. The performance-based options scheduled to vest in December 2011 that would have been forfeited due to the failure to achieve the specified performance criteria were modified in December 2011 to permit them to vest if the Company achieved its 2012 MICP EBITDA target. For a more detailed discussion of such options, see the Compensation Discussion and Analysis section titled “Long-Term Equity Incentive Compensation” above.

The following table sets forth information for compensation earned in fiscal year 2011 by our non-executive directors:


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	¨


Name	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		IRS Employer Identification Number
Celtic Pacific (UK) Limited^(a)	England and Wales		4400		98-0230136

Celtic Pacific (UK) Two Limited^(a)	Bahamas		4400		98-0342261

Mariner, LLC^(b)	Republic of the Marshall Islands		4400		66-0755628

Prestige Cruise Services (Europe) Limited^(a)	England and Wales		4700		98-0573277

SSC (France) LLC^(b)	Delaware		4400		45-3789964

Supplystill Limited^(a)	England and Wales		4400		98-0342262


Sources of Funds			Uses of Funds ⁽¹⁾
9.125% Senior Secured Notes due to 2019	$	225.0	Refinance Second Lien Credit Facilities ⁽²⁾	$	140.7
			Repay Senior Secured Credit Facilities ⁽³⁾		29.0
			Unrestricted Cash		49.3
			Fees and Expenses		6.0

Total Sources	$	225.0	Total Uses	$	225.0


($ in millions)	As of December 31, 2011
Total Cash and Cash Equivalents (excluding restricted cash)	$	68.6

Senior Secured Term Loan ⁽¹⁾	$	293.5
Second Lien Credit Facilities ⁽²⁾		—
9.125% Second-Priority Senior Secured Notes due 2019		225.0
Capital Lease Obligation		3.7

Total Debt and Capital Lease Obligation		522.2

Members’ Equity		544.6

Total Capitalization	$	1,066.8


(in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating Activity:
Interest on long-term debt⁽¹⁾	$	168,874	$	26,410	$	50,074	$	41,063	$	51,328
Operating leases		3,373		1,697		1,411		265		—
Investing Activity:
Regent licensing rights⁽²⁾		4,000		2,000		2,000		—		—
Financing Activity:
Long-term debt⁽³⁾		518,500		—		293,500		—		225,000
Capital leases⁽⁴⁾		6,227		561		1,165		1,223		3,278

Total	$	700,974	$	30,668	$	348,150	$	42,551	$	279,606


Trademarks			ii
Market and Industry Data and Forecasts			ii
Terms Used in This Prospectus			ii
Prospectus Summary			1
Summary of the Exchange Offer			12
Summary of Terms of the Exchange Notes			16
Summary Historical Consolidated Financial and Other Data			20
Risk Factors			25
Note Regarding Forward-Looking Statements			48
Use of Proceeds			50
Capitalization			51
Selected Historical Consolidated Financial and Other Data			52
Management’s Discussion and Analysis of Financial Condition and Results of Operations			54
Business			70
Management			87
Director Compensation			90
Compensation Discussion and Analysis			92
Security Ownership of Certain Beneficial Owners and Management			109
Certain Relationships and Related Party Transactions			112
Description of Other Indebtedness			114
The Exchange Offer			115
Description of Notes			123
Book-Entry, Delivery and Form			197
Material U.S. Federal Income Tax Considerations			200
Certain Panamanian Tax Considerations			206
Plan of Distribution			207
Where You Can Find More Information			208
Legal Matters			208
Experts			208
Index to Consolidated Financial Statements			F-1


	Regent Seven Seas												Predecessor Company
	Year ended December 31,									Eleven months ended December 31,			One month ended January 31,			Year ended December 31,
(in thousands)	2011			2010			2009			2008			2008			2007
Statement of operations data
Revenue
Passenger ticket	$	437,582		$	400,368		$	315,869		$	340,494		$	25,741		$	342,928
Onboard and other		48,313			48,873			45,273			59,828			5,725			66,752

Total revenue		485,895			449,241			361,142			400,322			31,466			409,680

Cruise operating expense
Commissions, transportation and other		150,580			124,671			88,604			80,583			6,522			82,157
Onboard and other		12,035			12,640			15,136			19,150			805			33,185
Payroll, related and food		73,098			69,415			64,712			65,529			6,846			63,291
Fuel		40,592			32,240			25,578			33,208			3,516			22,401
Other ship operating		38,524			39,067			33,362			35,973			2,992			47,397
Other		14,044			6,479			29,477			12,063			4,714			25,009

Total cruise operating expense		328,873			284,512			256,869			246,506			25,395			273,440
Selling and administrative		72,279			77,376			67,240			65,724			5,475			83,803
Depreciation and amortization		39,222			36,523			42,107			45,322			1,690			18,985

Total operating expense		440,374			398,411			366,216			357,552			32,560			376,228

Operating income (loss)		45,521			50,830			(5,074	)		42,770			(1,094	)		33,452

Non-operating income (expense)
Interest expense		(31,497	)		(38,753	)		(41,983	)		(43,340	)		(1,850	)		(25,337	)
Interest income		222			100			85			1,324			145			954
Other income (expense) ⁽¹⁾		(2,928	)		(130	)		10,181			(6,285	)		1,438			—

Total non-operating expense		(34,203	)		(38,783	)		(31,717	)		(48,301	)		(267	)		(24,383	)

Income (loss) before income taxes		11,318			12,047			(36,791	)		(5,531	)		(1,361	)		9,069
Income tax benefit (expense), net		139			(292	)		292			91			359			(4,984	)

Net income (loss) ⁽²⁾	$	11,457		$	11,755		$	(36,499	)	$	(5,440	)	$	(1,002	)	$	4,085


	Year ended December 31,
	2011			2010			2009
Revenue
Passenger ticket		90.1	%		89.1	%		87.5	%
Onboard and other		9.9	%		10.9	%		12.5	%

Total revenue		100.0	%		100.0	%		100.0	%

Cruise operating expense
Commissions, transportation and other		31.0	%		27.8	%		24.5	%
Onboard and other		2.5	%		2.8	%		4.2	%
Payroll, related and food		15.0	%		15.5	%		17.9	%
Fuel		8.4	%		7.2	%		7.1	%
Other ship operating		7.9	%		8.7	%		9.2	%
Other		2.9	%		1.4	%		8.2	%

Total cruise operating expense		63.4	%		63.4	%		71.1	%
Selling and administrative		14.9	%		17.2	%		18.6	%
Depreciation and amortization		8.1	%		8.1	%		11.7	%

Total operating expense		88.7	%		88.7	%		101.4	%

Operating income (loss)		11.3	%		11.3	%		(1.4	%)

Non-operating income (expense)
Interest expense		(6.5	%)		(8.6	%)		(11.6	%)
Interest income		0.0	%		0.0	%		0.0	%
Other income (expense)⁽¹⁾		(0.6	%)		(0.0	%)		2.8	%

Total non-operating expense		(7.0	%)		(8.6	%)		(8.8	%)

Income (loss) before income taxes		2.7	%		2.7	%		(10.2	%)
Income tax benefit (expense), net		0.0	%		(0.1	%)		0.1	%

Net income (loss)		2.7	%		2.6	%		(10.1	%)


(in thousands, except Passenger Days Sold, Available Passenger Cruise Days, Net Per Diem, and Yield data)	Year ended December 31,
	2011		2010		2009
Passenger ticket revenue	$	437,582	$	400,368	$	315,869
Onboard and other revenue		48,313		48,873		45,273

Total revenue		485,895		449,241		361,142
Less:
Commissions, transportation and other expense		150,580		124,671		88,604
Onboard and other expense		12,035		12,640		15,136

Net Revenue	$	323,280	$	311,930	$	257,402

Passenger Days Sold		616,490		602,191		512,699
Available Passenger Cruise Days		670,950		673,050		640,250
Net Per Diem	$	524.39	$	517.99	$	502.05
Gross Yield		724.19		667.47		564.06
Net Yield		481.82		463.46		402.03


(in thousands, except Available Passenger Cruise Days and APCD data)	Year ended December 31,
	2011		2010		2009
Total cruise operating expense	$	328,873	$	284,512	$	256,869
Selling and administrative expense		72,279		77,376		67,240

Gross Cruise Cost		401,152		361,888		324,109
Less:
Commissions, transportation and other expense		150,580		124,671		88,604
Onboard and other expense		12,035		12,640		15,136

Net Cruise Cost	$	238,537	$	224,577	$	220,369

Fuel Cost		40,592		32,240		25,578
Other Expenses		14,044		6,479		29,477

Net Cruise Cost, excluding Fuel and Other	$	183,901	$	185,858	$	165,314

Available Passenger Cruise Days		670,950		673,050		640,250
Gross Cruise Cost per APCD	$	597.89	$	537.68	$	506.22
Net Cruise Cost per APCD	$	355.52	$	333.67	$	344.19
Net Cruise Cost, excluding Fuel and Other per APCD	$	274.09	$	276.14	$	258.20


	As of December 31, 2011		As of December 31, 2010
Term Loan, First Lien, LIBOR +1.75% due through January 2013, thereafter LIBOR + 2.25% collateralized by the vessels	$	293,500	$	362,500
Term Loan, Second Lien, LIBOR +9.75%, due through 2015 collateralized by the vessels		—		139,286
Second-Priority Senior Secured Notes, 9.125% due through May 2019 collateralized by the vessels		225,000		—

		518,500		501,786
Less: Current portion of long-term debt		—		25,000

Long-term portion	$	518,500	$	476,786


Name	Age		Position
Frank J. Del Rio		57	Administrator; Chairman and Chief Executive Officer of PCI and PCH
Adam M. Aron		57	Administrator
Kevin E. Crowe		29	Administrator
Russell W. Galbut		59	Administrator
Daniel M. Holtz		52	Administrator
Steve Martinez		43	Administrator
Eric L. Press		46	Administrator
Jason M. Montague		38	Chief Financial Officer of PCI and PCH
Kunal S. Kamlani		39	President and Chief Operating Officer of PCH
Mark S. Conroy		59	President of Regent Seven Seas
T. Robin Lindsay		54	Executive Vice President of Vessel Operations for PCI and PCH


Name (a)	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($) ⁽¹⁾			Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Deferred Compensation Earnings		All Other Compensation ($)		Total ($)
Adam M. Aron ⁽³⁾		—		—		71			—		—		—	$	71
Kevin E. Crowe ⁽⁴⁾		—		—		71	⁽²⁾		—		—		—	$	71
Russell W. Galbut ⁽⁴⁾		—		—		127			—		—		—	$	127
Daniel M. Holtz ⁽³⁾⁽⁴⁾		—		—		71			—		—		—	$	71
Steven Martinez ⁽³⁾		—		—		71	⁽²⁾		—		—		—	$	71
Eric L. Press						71	⁽²⁾		—		—		—	$	71