Royal Caribbean Cruises – Sandals Resorts International

WA-45037

The Proposed Transaction will be effected by Bracknell S. de R.L. (**Atlas JVCo**), a special purpose vehicle established for the purpose of the Acquisition. Royal Caribbean Cruises Ltd. (**RCL**) is proposing to enter agreements with Sandals Resorts International 2000, Inc. and Hospitality Purveyors, Inc. (Panama) (together, **Sandals Resorts**) and Majerem Limited under which RCL (through Atlas JVCo) will acquire a 50% interest in the combined hotel business operations and sales and marketing operations comprising the Sandals Resorts business (the **Acquisition**). RCL is a global cruise and vacation company, listed on the New York Stock Exchange, that provides ocean cruise holidays and cruise-related holiday experiences. It operates 71 ships through its three wholly owned brands, Royal Caribbean, Celebrity Cruises, and Silversea, and a 50% joint venture interest in TUI Cruises, which operates the Mein Schiff and Hapag-Lloyd brands. Through its wholly owned brands and joint ventures, RCL offers contemporary, premium and luxury cruise holidays, including onboard accommodation, dining, entertainment and recreational activities, as well as access to ports and private holiday destinations around the world. Sandals Resorts owns and operates all-inclusive luxury resorts and associated hospitality services in the Caribbean. Its brand portfolio consists of Sandals Resorts, its luxury adults-oriented resorts that provide premium accommodation, dining, beverages, recreation and entertainment. Sandals Resorts also operates Beaches Resorts, its all-inclusive family resort brand which provides family-focussed, all-inclusive holidays, including accommodation, dining, children’s programs, waterparks, entertainment and other recreational activities.