Norwegian Cruise Line_OM_C&W Miami FINAL RSF

HEADQUARTERS CONSOLIDATION LONG-TERM SALE-LEASEBACK | MIAMI, FL Cushman & Wakefield Corporate Capital Markets Offering

Confidential Offering Memorandum


The material contained in this Offering Memorandum is confidential and for the purpose of considering the purchase of the Property described herein. It is subject to the terms and provisions of the Confidentiality Agreement signed by the recipient of this material, and is not to be used for any purpose or made available to any other person without the express written consent of Cushman & Wakefield, Inc. (“Broker”). This Offering Memorandum was prepared by Broker solely for the use of prospective purchasers of the Norwegian Cruise Line Holdings, Ltd. Long-Term Sale-Leaseback Opportunity (the “Properties”). Neither Broker, the “Seller” nor any of their respective directors, officers, employees or agents, make any representation or warranty, express or implied, as to the completeness or the accuracy of the material contained in the Offering Memorandum or any of its contents, and no legal commitments or obligations shall arise by reason of this package or any of its contents. Seller reserves the right to eliminate any portion or all of the Properties from any offer for sale at any time prior to the completion of a binding contract of sale executed by both Seller and a prospective purchaser. Prospective purchasers of the Properties are advised (i) that changes may have occurred in the condition of the Properties since the time of this Offering Memorandum or the financial statements therein were prepared and that (ii) all financial projections are provided for general reference purposes only in that they are based on assumptions relating to the general economy, competition, and other factors beyond the control of Broker and the Seller and, therefore, are subject to material variation. Prospective purchasers of the Property are advised and encouraged to conduct their own comprehensive review and analysis of the Properties. The Offering Memorandum is a solicitation of interest only and is not an offer to sell the Properties. The Seller and Broker expressly reserve the right, at their sole discretion, to reject any or all expressions of interest or offers to purchase the Properties, and expressly reserve the right, at their sole discretion, to terminate discussions with any entity at any time with or without notice. The Seller shall have no legal commitment or obligations to any entity reviewing the Offering Memorandum or making an offer to purchase the Properties unless and until a written agreement satisfactory to the Seller has been fully executed, delivered, and approved by the Seller and any conditions to the Seller thereunder have been satisfied or waived. This Offering Memorandum is confidential. By accepting the Offering Memorandum, you agree (i) that you hold and treat the Offering Memorandum and its contents in the strictest confidence, (ii) that you will not photocopy or duplicate any part of the Offering Memorandum, (iii) that you will not disclose the Offering Memorandum or any of its contents to any other entity without the prior written authorization of Broker and (iv) that you will not use the Offering Memorandum in any fashion or manner detrimental to the interest of the Seller or Broker. The terms and conditions stated in this section will relate to all of the sections of the package as if stated independently therein. If, after reviewing this package, you have no further interest in purchasing the Properties at this time, kindly return this brochure to the Broker at your earliest possible convenience.

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Executive Summary


NCLH Company Overview

Miami Area & Market Overview

Transaction Term Sheet


Confidential Offering Memorandum

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Norwegian Cruise Line Holdings Ltd., together with its subsidiaries, operates as a cruise company in North America, Europe, the Asia-Pacific, and internationally. The Company operates three award winning brands, including Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises, which operate a combined fleet of 32 best—in-class ships having over 65,000 berths, with 5 additional ships on order through 2028. It distributes its products through retail/travel advisor and onboard cruise sales channels, as well as meetings, incentives, and charters. The company was founded in 1966, is incorporated in Bermuda, while based in Miami, Florida and publicly traded on the New York Stock Exchange under the ticker symbol, NCLH, with a market capitalization of $8.18 billion (12/13/23).

Cushman & Wakefield has been exclusively retained by Norwegian Cruise Line Holdings Ltd. (“NCLH” or the “Company”) to offer for sale, and structure a long-term leaseback, of NCLH’s 430,000 square foot global headquarters (the “Properties”), located in the western portion of The Landing at MIA office campus (“The Landing”), in Miami, Florida, adjacent to Miami International Airport. NCLH has entered into a Memorandum of Understanding (“MOU”) with the owner of The Landing, W-Crocker LAM Office Owner VII, L.L.C., which is advised by Walton Street Capital and CP Group, providing for the sale of three office buildings and three parking structures located on two tax parcels including 11.48 acres on the western portion of The Landing, along with the ground lease of an adjacent 5.45 acre surface parking lot. NCLH is soliciting proposals from qualified investors to acquire the Properties and fund its planned refurbishment and base-building enhancements. Upon closing, NCLH will enter into a to be-negotiated 23-year triple-net lease as described herein. The Properties consist of three office buildings located at 7600, 7650 and 7665 Corporate Center Drive, Miami, Florida, which currently contain 403,809 rentable square feet, along with 3 parking structures containing 1,712 spaces and a 425 space surface lot. NCLH currently occupies two of the buildings, 7650 and 7665 Corporate Center Drive, and upon completion of the build-out of interiors and other work in 7600 Corporate Center Drive, will be relocating employees from other space it occupies at The Landing. Other key elements of the planned improvements are a 25,000 square foot ground level expansion connecting the three office buildings, an arrival area with new landscape and hardscape improvement, an amenities center providing shared conferencing, cafeteria and employee services, along with base building upgrades to the elevators and restrooms.

As reflected in the Company’s latest earnings release, in the 3rd Quarter2023, NCLH:

» Met or exceeded guidance for all key metrics

» Generated total revenue of $2.5 billion, a record for the Company and up 33% compared to the same period in 2019, and GAAP net income of $345.9 million ($.71 EPS) » Achieved Adjusted EBITDA of $752 million and Adjusted EPS of $0.76, exceeding guidance of $730 million and $0.70 respectively, reflecting solid revenue performance and continued focus on cost reduction » Successfully completed refinancing of Operating Credit Facility which extended debt maturity profile and provided incremental liquidity, with liquidity at quarter end totaling $2.2 billion » Full year 2023 Adjusted EBITDA is expected to be approximately $1.86 billion, within the previously provided range despite the impact of global events

All questions should be directed to the C&W Core Client Team

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Stable, Long-Term Cash Flow Secured by a Highly Respected Global Leader in the Cruise Industry



» 23-year Triple-Net Lease

Global Leader in Cruise Industry with Path Toward Accelerated Value Creation

Superior Office Campus, Updated to Meet Current HQ Operations, Executed at Below Replacement Cost

» Attractive Net Rental Rate with Fixed Annual Increases

» No Termination or Contraction Options

» Third largest cruise line in the world by passenger market share and revenue

» Forward Thinking Campus Re-Design, Possessing Exceptional Visibility and Access

» Named by Forbes to the 2023 list of World’s Best Employers

» Exceptional Opportunity Leveraging In-Place Improvements & Infrastructure to Create Market’s Most Cost-Effective Headquarters Solution Reflecting a Significant approximate 50% Discount to Replacement Cost » Fully Integrated 3-building Complex, Designed to Support Current Headquarters Operations, While Providing Future Flexibility

» Norwegian Cruise Line ranked as the top cruise line for Mega ships (4,000+ passengers) this year in the Condé Nast Traveler’s 2023 Readers’ Choice Awards » In 3rd Quarter 2023, generated total revenue of $2.5 billion, a record for the Company and up 33% compared to the same period in 2019, and GAAP net income of $345.9 mil ($.71 EPS)

» Full year 2023 Adjusted EBITDA is expected to be approximately $1.86 billion, within the previously provided range despite the impact of global events

» Combination of Newly Built-Out and Updated Best-in-Class Office Interiors

» Full Spectrum of Employee Amenities

» Successfully completed refinancing of Operating Credit Facility which extended debt maturity profile and provided incremental liquidity, with liquidity at $2.2 billion at end of 3rd Q 2023

» Extensive Parking with Structured & Covered Surface Parking

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Ideally Located in an Opportunity Zone


» The asset is located in Census Tract 91, Medley. It is one of 67 Opportunity Zones in Miami-Dade County Florida » The Opportunity Zone is an economic development tool that allows for investing in distressed areas in the United States » The Opportunity Zone program was included the Tax Cuts and Jobs Act (TCJA), passed in December 2017 .


Exceptional Location in Miami’s Airport West Submarket Poised for Future Growth


Investment Underpinned by Country’s Most Dynamic Commercial Real Estate Market

» Located at the Nexus of One of South Florida’s Most Important Interchanges (SR 826 & SR 836) » Exceptional Visibility, Branding and Signage With Over 1,000 Feet of Frontage on the Palmetto Expressway (SR 826) and Immediate Proximity to Miami International Airport (“MIA”) » Superior Access to Diverse Pool of Labor with 78% of South Florida’s Population Within a 1-Hour Commute

» 7th largest MSA in the United States and fastest growing state for the first time since 1957

» Significant Corporate Relocations to South Florida & Labor migration since 2019

» South Florida/Miami leads the country in post-covid leasing activity

» Poised to Leverage Overall Unparalleled Growth In Miami’s Robust Office Market

» The South Florida Surge has culminated in record low vacancy and thus rapid rent growth

» Significant Upside Supported by Increasing Demand for Office and Industrial Redevelopment In Close Proximity to the MIA, One of the Busiest Airports in the World

» Developable land scarcity leading to continued property valuation increases

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The Properties are situated in the western portion of The Landing at MIA office park and consist of three office buildings includ ing 7600, 7650 and 7665 Corporate Center Drive, Miami, Florida, which currently contain 403,809 rentable square feet, along with 3 parking structures containing 1,712 spaces and a 425 space surface lot. NCLH currently occupies two of the buildings, 7650 and 7665 Corporate Center Drive, and upon completion of the build-out of interiors and other work in 7600 Corporate Center Drive, will be relocating employees from other space it occupies at The Landing. Other key elements of the planned improvements are a 25,000 sf ground level expansion connecting the three office building, an arrival area with new landscape and hardscape improvement, an amenities center providing shared conferencing, cafeteria and employee services, along with base building upgrades to the elevators and restrooms. The Company has selected Bermello Ajamil & Partners as its Architect to assist it with the design, pricing and construction of selected renovations and improvements to the existing Properties. NCLH has entered into a Memorandum of Understanding with the owner of The Landing, W-Crocker LAM Office Owner VII, L.L.C., providing for the sale of three office buildings and three parking structures located on two tax parcels including 11.48 acres on the western portion of The Landing for a price of $100 million, and has decided on modifications and upgrades to the Property budgeted at $80 million, resulting in a total project cost that will be funded by its selected third-party investor of $180 million ($423/SF), including transaction costs.

Property & Site Overview

Site Located in Western Portion of The Landing at MIA office park, including 3 office buildings, along with 3 parking structures, on two tax parcels containing 11.48 acres of land, as well as a separate 5.45 acre surface lot which will be ground leased.


Site Size

11.48 Acres

7600 Bldg 7650 Bldg 7665 Bldg Total

144,792 sf 127,917 sf 131,100 sf 403,809 sf + 25,000 sf Amenities & Connector Building

Building Square Footage

In addition to funding the acquisition of the three office buildings and three parking structures located on two tax parcels including 11.48 acres on the western portion of The Landing, investor will provide capital for planned refurbishment and base-building enhancements, including build-out of interiors and other work in 7600 Corporate Center Drive, refresh of interiors and refinish restrooms in 7650 & 7665 Corporate Center Drive, construction of a 25,000 sf connector building, connecting the three office buildings while providing an arrival area with new landscape and hardscape improvement, an amenities center anticipated to include shared conferencing, cafeteria and employee services, and canopies over the spaces on the surface parking lot, as well as transaction costs. REDEVELOPMENT SUMMARY

Site Acquisition Upgrades/Modifications Total

$100 million $80 million $180 million

Project Costs

Parking Garage Office Building

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The Landings – Current Site Plan

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Employee Services

NCLH CARE - Daycare

Lobby / Welcome / Security

Conference & Meeting Space

NCLH EATS – Cafeteria / Cafe

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*Representative amenities; may or may not be in the final scope of approved improvements and modifications



7600 Building

7650 Building

7665 Building


7600 Corporate Center Dr

7650 Corporate Center Dr

7665 Corporate Center Dr

Site Area



Year Built








Ceiling Height

8' 6"

8' 6"

8' 6"

Net Rentable Area (SF)




Common Area Factor (%)




Steel reinforced columns, joist, floors, and roof deck


Steel columns, joist, floors, and roof deck Steel columns, joist, floors, and roof deck

The design is a contemporary office style construction with spandrel glass curtain walls. The glass curtain walls are three dimensional at the building entrances and corners with architectural detailing consisting of white horizontal trim bands accenting each floor.


Commercial grade aluminum storefront systems with fixed windows and glass doors providing access to the lobbies. The windows are commercial grade, aluminum framed, insulated glass-types.

Doors & Windows

The Property features three (3) Schindler belt-driven passenger elevators with 3,500 lbs. capacity, one (1) Schindler belt-driven freight elevator with 4,500 lbs. capacity and one (1) Schindler hydraulic passenger elevator servicing the parking garage with 2,500 lbs. capacity. All elevator systems were upgraded in 2017.

The Property features three (3) (OTIS) traction passenger elevators with 2,500 lbs. capacity, one (1) (OTIS) traction freight elevator with 4,000 lbs. capacity and one (1) (OTIS) hydraulic passenger elevator servicing the parking garage with 2,500 lbs. capacity.

The Property features three (3) (OTIS) traction passenger elevators with 2,500 lbs. capacity, one (1) (OTIS) freight traction elevator with 4,000 lbs. capacity and one (1) (OTIS) hydraulic passenger elevator with 2,500 lbs. capacity servicing the parking garage.

Vertical Transportation

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SUBURBAN OFFICE BUILDING DEVELOPMENT PRO-FORMA (MIAMI MARKET) This Development Pro-Forma has been established as a result of validating hard and soft costs with Turner Construction and is also in alignment with pricing parameters for proposed projects in suburban Miami Dade. This is indicative pricing related to what it would cost to build a new campus aligned to NCLH’s needs and is juxtaposed to the $423/SF required to deliver the campus utilizing the existing buildings yileding a discount of neraly 50% over new construction


Pro-forma Development Specifications

The Landings has a mixed-use zoning designation allowing for use as office, hotel or industrial. Given the limited vacant land in South Florida and continued demand for Industrial space, should NCLH not renew, or should ownership desire to repurpose the property, Industrial is likely the highest and best reuse given adjacency to MIA airport.

NCLH is committing to a long-term lease at the project. They have been in the project for nearly 30 years and may simply renew in the future providing uninterrupted future cash flow.

Campus Size

425,000 SF

Structured Parking Garage

5/1000 (2125 Spaces)

Land Size

11.5 acres (assume fully entitled)

Construction Modality

Class A Suburban Office (glass buildings)

Development Costs

Miami is just beginning to hit its inflection point of growth which is not expected to assuage in the near-term. The buildings could revert back to multi-tenant office buildings in a top tier location with increased rates at NCLH expiration.

Given proximity to the airport and regional access, the property could be evaluated as an ancillary support facility for MIA airport either on a long-term lease to the FAA/ Airport authority or to Miami Dade County.

Hard Costs (Office Building Shell):



Hard Costs (Interior Tenant Improvements)



Soft Costs (Permitting, A&E Fees, Advisory Costs, Legal, etc.)



Structured Garage: $25,000/Space



Land Costs ($5M/Acre)





Total Projects Costs

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Permitting September - December 2024

TRANSACTION STRUCTURE NCLH is seeking an investor to fund 100% of project costs to fund the initial acquisition of the Properties and fund the Company’s renovations, improvements and transaction costs as incurred over the renovation period (the “Transaction”). Upon closing of the Transaction, the Company will enter into a new 23-year triple-net lease for the Properties at a net rental rate based upon a to- be-negotiated cap rate and final project costs. All other lease terms and conditions will be subject to negotiation. See “Transaction Term Sheet” for additional details.

Design Development April - May 2024

Transaction Terms Summary

Site Acquisition Improvements & Transaction Costs Total

$100 million $80 million (as incurred) $180 million

Funding Requirements


Norwegian Cruise Line Holdings Ltd (“NCLH”, the “Lessee”)

January 2025 - May 2026 Connector Building/Plaza January 2025 – May 2026 16-18 months 7600 Renovation & Relocation January 2025 – October 2025 10-12 months 7665 & 7650 Renovation January – October 2025

Initial Lease Term

Twenty-Three (23) years from Closing

Lease Type


Annual Base Rent will be paid in advance for each of the three buildings as they are delivered to NCLH on a to-be-negotiated cap rate.

Starting Net Rental Rate

Annual Net Rent Increases

2.50% annual increases

February - March 2024 Schematic Design

June - August 2024 Construction Documents

Renewal Options

Four (4) 5-year options at Fair Market Value

Termination/ Contraction Options


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Confidential Offering Memorandum

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NCLH Fleet Overview

Company Overview Norwegian Cruise Line has been a global leader and innovator in the cruise line industry since 1966. By the end of 2023, the broader Norwegian Cruise Line Holding, Ltd. (“NCLH”, the “Company”, “Tenant”), which also includes Oceania Cruises and Regent Seven Seas Cruises will operate a fleet of 32 ships, carrying guests to over 450 destinations across the globe. NCLH prides itself on having best-in-class ships packed to the brim with world-class dining, entertainment venues, recreational activities, and luxurious guest accommodations, catering to the demands of nearly every type of traveler onboard. Norwegian Cruise Line and its affiliated brands / platforms, Oceania Cruises and Regent Seven Seas Cruises, has maintained artist-like attention to detail in the innovation and improvement of its fleet, as well as consistent and actionable reception to guest feedback and consumer trends. In turn, the Company has been recognized as the industry benchmark for cruise lines and was named by World Travel Award’s as the “World’s Leading Cruise Line” and “North America’s Leading Cruise Line” five years in a row. As a strong indication of its management, employees and global operations, NCLH was recognized in October 2023 by Forbes with its inclusion on the 2023 list of “World’s Best Employers”.


1966 Year Founded 31 Ships in Fleet 65,000+ Berths

6 Ships on Order 16,500+ Berths on Order ~700 Global Destinations Visited

40,000+ Team Members ~2.7M Expected Guests Carried in 2023 2 Luxurious Private Island Destinations

NCLH Select Destinations

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Comparative Performance Metrics: Stability On The Horizon

Despite the acute effects of the COVID-19 pandemic on the global economy, and in the specific instance of cruise lines, NCLH has maintained as resilient of financial performance as one could expect from a company so deeply entrenched in the sectors that COVID-19 impacted the most.

Operating Performance On-Track to Return to Pre-Pandemic Levels




FY 2022A: Revenue Disaggregation

NCLH’s ability to not only weather the pandemic but also recover swiftly can be attributable to a variety of factors:











Balance Sheet Considerations: » Reduction in Net Leverage between 2014 – 2019 by Over 3 Turns » Export Credit Agency (“ECA”) Financing Allowing for Demonstratively Lower Cost of Debt and Scalable Fleet Growth » Manageable Debt Maturity Profile through FY 2027 Combined with Solid Liquidity Position P&L / Operational Considerations: » Emphasis on Margin Enhancement through Right-Sizing Cost Base and Maximizing Revenue Opportunities » Significant Growth in Advance Ticket Sales (“ATS”) due to Pent-Up Demand, Capacity / Fleet Growth, Robust Pricing Model, etc. » Continued Focus on Strategic, ROI-driven Investments to Enhance Guest Experience, Boosting Net Yields (1) Tax Considerations: » NCLH was incorporated on 2/21/2011 as a Bermuda exempted company incorporated under the Companies Act 1981 of Bermuda. » Under Section 883 of the Internal Revenue Code of 1986, NCLH, as a foreign corporation, is exempt from U.S. federal income taxation on its U.S.-source international shipping income given that its meets specified criteria. » Under current Bermuda law, the Company is not subject to tax on income and capital gains » The Company has U.S. net operating loss carryforwards of $721.3 million and $525.3 million for the years ended December 31, 2022 and 2021, respectively, which begin to expire in 2030.




APAC 2.4% Other 1.9%





FY 2019A

FY 2020A

FY 2021A

FY 2022A

Pro-Forma TTM Q3 '23


Operating Gain (Loss)



NCLH: Capital Structure Summary

NCLH: Debt Maturity Schedule As of 9/30/2023 (1) (millions USD)



Expected to be Settled in Shares (3)

Capital Structure as of 1/4/2024 (1)


Expected to be refi nanced prior to Decem ber Maturity (3)


Term Loans


Europe 32.2%

Bonds & Notes



Total Long-Term Debt




Market Capitalization



2024 (2)

2025 (2)



Total Capitalization


North America 63.5%

ECA Loans, Capital Leases & Other

Senior Secured Notes

Exchangeable Notes

Senior Unsecured Notes

(1) All amounts presented are as of September 30, 2023, pro forma for Term Loan A refi/issuance of new 8.125% Senior Secured Notes due 2029. (2) Total debt maturing in 2024 is $1.7 billion and $1.3 billion in 2025. (3) $565 million 3.625% Senior Notes due 2024 is highlighted as expected to be refinanced, and 2024 Exchangeable Notes and 2025 Exchangeable Notes are expected to be settled in shares.

(1) Excludes Long-Term Leases (both finance and operating) as well as License Obligations

(1) Net Yields defined as Adjusted Growth Margin per Capacity Day

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Total Advance Ticket Sales ($B)

Total Advance Ticket Sales (“ATS”) Growth Drivers

$3.5 $3.0 $2.5 $2.0 $1.5 $1.0 $0.5 $0.0

+59% vs Q3 2019

Capacity Growth

Current Liquidity Summary

NCLH: Liquidity Position as of Q3 2023

Robust Pricing

Pre-pandemic Leverage Reduction Represents Multi-Year Plan To De-Risk Balance Sheet » NCLH’s historical leverage reduction represents an actionable, proactive plan by management to de-risk balance sheet predating the onset of COVID-19. » This deleveraging plan is one of several critical, ongoing initiatives at the forefront of NCLH management’s agenda to stabilize the Company in transition back to a steady state environment. » Adjusting for the Operating Credit Facility refinancing in October 2023, NCLH’s QE liquidity position would have been ~$2.5 billion (1) » Issued $790 million of 8.125% senior secured notes due October 2029, using proceeds to pay off Term Loan A Facility » Extended Maturity of the Revolving Credit Facility to October 2026 and upsized the amount of the total facility by $325 million to $1.2 billion » Total available debt capacity is ~$2.8 billion, including $500 million of secured debt capacity. This capacity is incremental to the $650 million in undrawn commitment » Repaid ~$1.5 billion of debt through the first nine months of 2023

Differentiated Deployment Mix Resulting In Longer Booking Windows Enhanced Bundling And Increase In Pre sold Onboard Revenue

~$2.5B (1)









Annual Berth Capacity Growth (M)


Capacity Growth: ~50%

CAGR: ~5%


FY 2023 Growth: 18% YE 2023 Annualized: 24%

Cash & Cash Equivalents

Availability - Revolving Credit Facility

Undrawn Commitment

Total Liquidity








NCLH: Historical Net Leverage Reduction










Net Leverage Decreased by Over 3 Turns

# of Ships










Norwegian Encore Norwegian Prima

Norwegian Viva

Organic growth + full benefit of 2023 deliveries

Next-Gen Norwegian Prima Class

Next-Gen Norwegian Prima Class

Next-Gen “Methanol Ready” Norwegian Prima Class

Next-Gen “Methanol Ready” Norwegian Prima Class




Seven Seas Splendor

Oceania’s Vista


Oceania’s Allura

Seven Seas Grandeur

New Ships







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INDUSTRY OVERVIEW Vacation and leisure-travel is a secular growth market that ebbs and flows with the level of consumer discretionary income. Since the exit of the “peak pandemic” period from mid-to-late 2022 onward, the pent-up demand for vacation, including that which involves both domestic and international travel, has erupted. A trend that was seen early-on in this time of transition and reset was commercial airlines that were ill-equipped to manage such demand, be it a function of a lack of aircraft and flight crews, and/or operational personnel. Prices per ticket soared for even some of the shortest and routine flights, with major airliners setting high premiums on vacation destinations, resulting in reduced budgets for consumers before reaching their final destinations. For the cruise line industry, this trend was not felt as acutely as the intrinsic value-add for a consumer is that you are able to enjoy a vacation during the act of travel, prior to arriving at potentially one of many destinations on the same trip. Even before COVID-19, cruises presented a considerably lower all-in cost than traditional land-based vacations. That spread has only widened over the last 24 – 36 months.

ECA Financing Benefits & Key-Takeaways

An Export Credit Agency (“ECA”) is a national government-owned or affiliated entity that supports the export of domestic goods and services by providing financing to foreign purchasers of such goods and services. The primary purpose of an ECA is to increase the volume of exports from domestic producers by creating more accessible financing packages and risk-reduction products for large-scale project financing. This financing structure has become synonymous with the cruise line, shipping, rail and aerospace industries where large capital goods are required for fundamental business operations. Cruise ships are capital-intensive by nature and extremely complex to produce and maintain. The use of an ECA versus a traditional capital markets lending source for ship construction, and the economic value arbitrage that is implied can not be understated in terms of criticality to the operations and financial stability of a cruise-line operator like NCLH. ECAs provide a 10-to-15-year amortizing loan with a fixed interest rate, usually arranged by the sovereign rates where the ECA is domiciled plus a small spread – in other words, there is not a mechanism for the interest rate to increase even if sovereign rates change later. For NCLH specifically, its average ECA interest rate through 2028 is only 2.5% (1) compared to its corporate-level debt which is several times higher. The ability of NCLH and other cruise line operators to tap into this financing structure has kept overall blended cost of capital at demonstratively lower levels allowing for additional cushion during times of significant economic duress, as well as providing an avenue for consistent, scalable fleet and capacity growth.

Accretive Financing with Lower Cost, Fixed Rate Debt Contributing a Wide Array of Operational & Financial Benefits

Norwegian Caribbean Sailing (1)

4-Star+ Caribbean All-Inclusive Resort

4-Star+ Miami Hotel


$5,238 $1,656


Accommodations (2) Flight and Transfer (3)



Food and Drink


Included Included Included


Service Charges & Gratitudes

$463 $593

$436 $245

Provides Ability to Scale Fleet Growth and Berth Capacity Consistently

Taxes & Other (4)

Total Cost




Cruise Value Proposition vs. Land Vacation



Source: Norwegian Cruise Line Holdings Investor Presentation / Recurve Capital (1) Avg. of 7-Day Norwegian Bliss cruise in Caribbean West and Norwegian Encore Cruise in Caribbean East departing Feb. 2023 (2) Accommodations include cruise fare for family balcony (3) Flight includes airfare from NYC and ground transportation. NCL includes free air promotion for first guest (4) Taxes include fees and port expenses

Typical ECA Structure: Direct Loan (2)

ECA (Country X)

Stimulates Global Trade and International Economic Relationships

Cruise Update & Forecast: Annual Berth Growth (5)

In addition to overall lower costs, major cruise line operators and brands such as NCLH capitalize on an enormous addressable market by utilizing and growing their existing capacity, as well as expanding and diversifying the breadth of consumer experiences, offerings, and destinations which cater to nearly all types of potential passengers. Between 2022 and 2028, it is expected that global cruise capacity is forecasted to grow 19%. Additionally, according to Fincantieri, one of the largest shipyards serving the cruise industry, that capacity is expected to be undersupplied by 2025/2026. (5)

ECA Loan Agreement

726K 737K 746K

Loan Proceeds

678K 703K

625K 644K

582K 590K 604K

524K 540K


Ship Construction

Project Company (Host Country)

Exporter (Country X)

Goods / Services Sale Contract

Boosts ECA Country GDP, Job Creation

2016 2017 2018 2019 2020 2021

2022 2023F 2024F 2025F 2026F 2027F 2028F

(5) Data per CLIA Cruise Forecast / Recurve Capital; Capacity measured at beginning of the year

(1) Data per Recurve Capital (2) Data per Mayer Brown: Legal Update - ECA Financing

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Confidential Offering Memorandum

Macro Economic Overview South Florida Economy The South Florida MSA is anchored by three major cities – Miami, Fort Lauderdale, and West Palm Beach. The region has global importance and connectivity and is seen as the “Gateway to Latin America.” With the growth of the region, the MSA is now ranked as the 7th largest MSA in the United States and has grown by almost 50% over the last 25 years. South Florida’s trajectory is promising and is seen as America’s MSA of the future. With this expectation, the region continues to invest billions and billions of dollars into creating world-class infrastructure through airport, port, rail, and road expansion. Paired with an advantageous tax structure, the business community has taken note with an improving and diversifying employment base.

Miami-Dade Economy Miami is quickly becoming a world-class city that some have dubbed the Manhattan of the South. The city has long been considered the Gateway to Latin America within the U.S. Many overseas companies use the Miami area as their base for U.S. operations. More than 1,200 multinational companies have been lured to the area over the past 25 years, thanks in part to the multilingual workforce. With Florida’s relatively low taxes, including no state income tax, and diverse workforce, Miami-Dade and the region are becoming more attractive to companies seeking year-round sunshine and a lower cost of living. A combination of other factors ranging from advantageous currency exchange rates to economic and political stability have contributed to a new flood of international investors in the market. Defined by the Wall Street Journal as “The New Global City,” Miami continues to appeal to young professionals who are pursuing true urban lifestyles in a tropical waterfront city. It continues to evolve into a major world class city and an epicenter of business. Miami has had a long history of having unmatched accessibility and international infrastructure with world class facilities. Thus, this megaregion has become a center for international trade for the Americas.

MIAMI DADE FACTS Global Business Hub: » #2 international banking center in US » 1,000+ multinational companies » #2 Foreign Consulates and Trade Offices in US » #1 Container Port in Florida (Port Miami) » #1 Cruise Terminal » #2 in US for International Passengers (MIA) » #1 in US for Tons of Int’l Freight (MIA) Talent Pipeline: » 250,000+ College Students » 2 Research Universities » 4th Largest School District in US Innovation Economy: » #1 Startup Activity in US


» 5,400 People Move into the South Florida MSA every Month » Gateway to Latin America » America’s Metro of the Future

12.1% 5-Year Projected Cumulative Job Growth

139,400 5-Year Job Projections

5.6% MSA Unemployment Rate


Moody’s Analytics, December 2020

Moody’s Analytics, December 2020

Bureau of Labor Statstics, July 2021

» Fastest growing state for first time since 1957 with population increasing 1.9% to 22.6M » 14th largest Global Economy if Florida were a country » #1 State in new high-tech establishments » 4th best Tax climate in the US – No personal income Tax

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Macro Economic Overview SFL MIGRATION – BUSINESS & LABOR

South Florida Business Boom Unmatched

No better region in the country to invest & benefit from significant near term & long term growth

Companies Relocating HQ, Opening New Offices, Expanding Recently Opened Offices, Or Principals relocated Full-Time

West Palm Beach

Prior to the Covid-19 pandemic, the South Florida economy was firing on all cylinders with record low unemployment at 2.2%. Undoubtedly, the pandemic and forced business shutdowns had a temporarily damaging effect. But since offices and businesses have began to fully reopen across the state, activity has roared back at a fervent pace. Coming out of the pandemic, there is proving to be no better region in the country to invest and benefit from significant near term and long term growth than South Florida. As a result of the shift in white collar jobs moving to more remote work, large numbers of professionals are flocking to South Florida due to its quality of life, lack of state income taxes, and business friendly government policies. In addition to individuals moving to South Florida, a large number of companies have recently moved to or announced plans to move to the area. Cushman & Wakefield has tracked nearly 100 companies that have recently moved or announced plans to relocate their headquarters, relocated a division of their company, opened or expanded an office, or heads of companies have moved their permanent residence to South Florida. News of job relocations is happening at a rapid pace with new announcements occurring on a weekly basis.

Palm Beach County

Miami-Dade County

AeroClean Technologies Amazon Colony Capital Elliot Management Finfrock Goldman Sachs Moving Minds Neptune Wellness NewDay USA Point72 Asset Management (Steve Cohen) PulteGroup

Accelerator Ventures Adi Dassler Int’l Family Office Apollo Global Management Appaloosa Management Atomic Baker McKenzie Balysny Asset Mgt Bit Digital Blackstone Blumberg Capital Boston Private C3

Maple Capital Management Marathon Asset Management Marco Financial Microsoft Millenium Management Moore Capital Nirvana Technologies North Equity Novo Nucleus Research Palm Drive Capital Pipe Technologies Plug & Play PNC Bank Point72 Asset Management (Steve Cohen) Purple Red 6 Reef Technology Schonfeld Strategic Advisors

Boca Raton


& Over 1.5 MSF of Publicly Announced Office Space

7,500+ New Jobs

Retro Fitness SIW Solutions V2 Tech Virtu Financial, Inc.

Cano Health Chase Bank CI Financial Citadel D1 Capital Partners dd’s Discounts Driveshack Exist Inc.


Fort Lauderdale

New York City


Broward County

Exuma Biotech Florida Funders Founders Fund General Catalyst Globant GoPuff Hidden Lake Asset Management Icahn Enterprises JPM Kaseya Loupe Tech Machinist

Shiftpixy SoftBank Starwood Capital


Alpha 2 Benefytt Technologies Chetu Future Tech Enterprise


San Francisco

Subway SwagUp Testd Thoma Bravo Uber Universa Investments Various Windstar Cruises XBTO Group


Labor Migration 1,218 people Moving into Florida Daily

GameStop PJ Solomon

Project Beecham Project Disembark Project Eterias Project Midnight

Los Angeles


Brightline Tri-Rail

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Port of Palm Beach

West Palm Beach


West Palm Beach Brightline Station

Palm Beach Intl. Airport



#1 Cruise Port in the World - contributes over $43 Billion to local economy.



Everglades to Coast 13 mi.

Future connectivity to all Florida’s Major msa’s

Boca Raton Brightline Station

Boca Raton

Boca Raton Airport



#1 International Freight, #1 International Passengers, and fastest growing airport in the world



Everglades to Coast 16 mi.

Fort Lauderdale


Port Everglades


Fort Lauderdale Brightline Station

high-speed passenger rail that connects SFL major cities with additional stations connecting State in Orlando, eventually Tampa and Port Miami.

Fort Lauderdale / Hollywood int. Airport

South Florida MSA

Aventura Brightline Station

Geography Limitations & Land Scarcity

Everglades to Coast 26 Miles



SFL is narrow with geographical barriers for development between Ocean and Everglades resulting in limited land for development


Miami Intl. Airport

Miami Central Brightline Station



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The South Florida Surge has culminated in record Low Vacancy and thus Rapid Rent Growth

Miami One of Few Markets Recording Positive Absorption Office Net Absorption since 19Q4

Due to a number of factors that include a favorable tax structure, a temperate climate and quality of life, and a strategic geographic location on an international level, Miami has attracted a significant number of businesses and investment from across the Globe. Though the region has experienced consistent nation-leading growth for decades, recent changes to the U.S. tax system have increased the rate of domestic investment. Paired with the region’s comparable lower cost of living and doing business versus domestic gateway alternatives, the region is seeing a boom in office demand.






Millions SF



South Florida & Sun Belt Markets Lead The Way In Post Covid Leasing Activity



Miami / South FL Atlanta Raleigh-Durham San Diego Houston New Jersey Nashville Dallas-Fort Worth Los Angeles Austin Silicon Valley SF Peninsula Minneapolis Denver Salt Lake City Phoenix Philadelphia Washington, D.C.











-13.9% -14.0%






-16.5% -16.5% -16.8%







Gateway Market

Net Absorption since 2019 Q4

Net Absorption as % of Inventory (RHS)


New York Charlotte Boston


Growth Markets

Miami-Dade #1 in Absorption

-46.7% -46.9%

Orange County San Francisco Chicago Seattle Oakland-East Bay Portland

Gateway Markets

-48.2% -48.4%










2022 vs. 2017-2019 Average Leasing Activity (%)

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Minutes from Property




3 Minutes

3 Minutes

8 Minutes

16 Minutes

Consistent & Strong Rent Growth

#1 in Leasing Activity


Since 2019 Airport West has consistently ranked as the #1 office submarket in Miami-Dade for Leasing Activity


10 Minutes

20 Minutes

27 Minutes


Miami-Dade Submarket Leasing Activity 2019-2023

















2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023





» Submarket experienced 42.9% rent growth from 2013-2023 » Average annual rent growth of 4.29% » From outset of pandemic in 2020 through 2023 Airport West recorded impressive rent growth of 8.1%

Drive Times

Coral Way


South Dade

Miami Lakes

Airport West

Coral Gables

Miami Beach

30 Minutes

45 Minutes

60 Minutes

Coconut Grove

Brickell Avenue

Northeast Dade

East Airport/Central Dade

South Gables/South Miami


43% of South Florida Population

67% of South Florida Population

80% of South Florida Population

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Confidential Offering Memorandum

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Transaction Structure (continued)

The surface parking lot is located on a separate tax parcel, containing 5.45 acres, and its ownership shall be retained by W-Crocker LAM Office Owner VII, L.L.C., subject to a ground lease with Lessor as described below. The ground lease will be subleased to Lessee on the same terms, with Lessee responsible for payment of ground lease rent and maintenance. The initial Ground Lease rental payment shall be calculated pursuant to the following formula and memorialized in the Ground Lease, applied to 5.45 acres contained on the surface parking lot site.: $5,000,000 multiplied by the number of acres being ground leased multiplied by 6.0%, and shall be subject to annual 3.0% rent increases beginning one year after the Ground Lease Rent Commencement Date, as defined below. The term of the Ground Lease would commence simultaneously with the date on which the Third-Party Buyer closes on the Property and would have an initial expiration date that coincides with the initial expiration date of the Lease Back. The Ground Lease would also have renewal options that would align with the renewal options granted to NCLH under the Lease Back. The rent commencement date under the Ground Lease would be the date that NCLH has completed its renovations for the building located at 7600 Corporate Center Drive and the lease for the space in 7300 Corporate Center Drive has been terminated (the “Ground Lease Rent Commencement Date”). All rent due under the Ground Lease would be abated from the Ground Lease commencement date through the Ground Lease Rent Commencement Date. The Ground Lease would grant the tenant thereunder or its assignee (“Tenant”) the option (so long as no event of default is ongoing under the Ground Lease) to send written notice to Seller (or its affiliate) as the landlord under the Ground Lease (“Landlord”) of its desire to purchase the fee interest in the land subject to the Ground Lease (the “Ground Leased Land”) at least one hundred twenty (120) days prior to the initial expiration date of the Lease Back (which date shall coincide with the initial expiration date under the Ground Lease) or, if any renewal options have been timely exercised under each of the Lease Back and the Ground Lease, then at least one hundred twenty (120) days prior to any such extended expiration date (such purchase option, the “Ground Lease Purchase Option”). The “Ground Lease Purchase Price” would be an amount sufficient for Landlord to achieve an internal rate of return (“IRR”) of nine percent (9.0%), assuming an initial investment of U.S. $5,000,000 per acre as an “outflow” as of the date on which the Ground Lease is executed and accounting for all rental payments thereunder received by Landlord prior to Tenant exercising the Ground Lease Purchase Option (each as an “inflow” as of the date received by Landlord). The IRR shall be calculated using the then most current version of Microsoft Excel software’s “XIRR” function using monthly compounding. In the event that the Lessor receives an offer from a bona fide third party to purchase the Property, prior to accepting the offer, the Lessor must grant the Lessee the right to purchase the Property on the same terms as those offered by the third party (the “Right of First Refusal”). The Lessee will have not less than sixty (60) days to exercise the Right of First Refusal. If the Lessee does not elect to purchase the Property, the Lessor will be free for a period of not more than one hundred eighty (180) days to sell the Property on terms no more advantageous than those offered to the Lessee. In the event that the Property has not been sold by the Lessor within the time periods described above, than all such offers and rights granted will be deemed to have lapsed, and the Lessee’s Right of First Refusal will apply to any subsequent offers. The Right of First Refusal will survive any initial or subsequent transfers of the Property.

Participants to The Transaction


An investor, to be determined (the “Lessor”).


Norwegian Cruise Line Holdings, Ltd. (the “Lessee”).

Lessee Advisor

Cushman & Wakefield, Inc. (the “Lessee Advisor”)

Additional Rent on Surface Parking Lot

Transaction Structure

Norwegian Cruise Line Holdings, Ltd. (“NCLH”) is soliciting proposals from qualified investors to fund acquisition of the of the Properties and agreed-upon renovations and improvements pursuant to Tenant’s design and budget. NCLH will enter into a to-be-negotiated 23-year triple-net lease subject to the terms and conditions outlined herein.


The Purchase Price shall be equal to the Total Project Cost, currently estimated to be $180 million, consisting of the acquisition of the existing Properties, as well as any and all approved improvements and modifications, and transaction costs.

Purchase Price / Funding

The Lease must satisfy the requirements of ASC 842 for treatment by the Lessee as either an operating lease or finance lease subject to the determination by Lessee of desired lease accounting treatment.

Net Lease

Twenty-Three (23) years (the “Base Lease Term”). The Base Lease Term for Buildings 7650 and 7665 will commence upon closing, while the Base Lease Term for Building 7600 will commence upon completion of tenant improvements and base building work enabling lessee’s occupancy of that building, with the lease end date co-terminus with 7650 and 7665. The Annual Base Rent will be paid in advance for each of the three buildings per lease commencement as described above, subject to approved improvements and modifications, and transaction costs at a to-be-negotiated cap rate. Net Rent Payments will increase by 2.50% per annum beginning in Year 2 of the Lease.

Lease Term

Right of First Refusal

Net Rent Payments

The Lease will contain four (4) 5-year renewal options at Fair Market Value, (each, a “Renewal Option” collectively the “Renewal Options”). Lessee must provide notice of its intent to exercise each Renewal Option no later than eighteen (18) months prior to the then applicable expiration date.

Renewal Options

The Lease will include events of default and cure periods for the failure to pay rent and for breaches of other covenants and conditions. The Lease will include reasonable remedies to address events of default.

Events of Default

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