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NCL Reports It Has Agreed to Purchase PCH


rallydave
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I don'[t understand what you are saying. The buyer (NCL) will be operating the business all throughout 2015 (yes, they will likely keep existing management in place, but NCL will be making all decisions on budgets, etc.). That buyer will either (a) not have to pay an additional $50 million at the end of 2015 if things are not extremely profitable (measured by revenues reduced by, among other things, on-board expenses, as detailed in the merger agreement) or (b) have to pay an existing $50 million if the company exceeds certain profitability targets (I"m oversimplifying, as there is a formula, but $50 million is the maximum). For a buyer in this circumstance, the financial incentive is to not maximize profitability on a "book" basis in 2015, because they would have to give a significant chunk back to the sellers - they could sit on things (even improve the product) for a year to incentivize customers to book cruises in 2016 and following (the measurement period for the "earn-out" is only 2015, so improved profitability pushed from 2015 to 2016 flows right to the pocket of the buyer, not the seller). The $50 million payment requirement certainly doesn't make the buyer want to inflate profitability for 2015. Obviously, the sellers (and their lawyers) agree with me, as they put protective provisions in the merger agreement designed to deal with the exact buyer motivations that I'm describing - this is what I do for a living, by the way, and I've been opposite Apollo on numerous deals.

 

I assume you realize that the buyer and seller are both controlled by Apollo. Although Apollo currently owns only 20% of the outstanding NCLH shares they still control the NCLH board by reason of the agreement that was struck when they purchased 50% of NCL for $1 billion from Genting. After the sale of PCH closes, Apollo will actually own more of NCLH than it does now, since they will be receiving the lion's share, if not all, of the new NCLH shares that are being issued .

 

Yes, to satisfy regulations the deal had to be technically approved by a committee comprised of "independent" (non Apollo) NCLH directors (none of whom are public directors by the way...they are all affiliated with Apollo's partners Genting and TPG), but anyone who doesn't think that the "independent" committee wasn't by and large doing Apollo's bidding (and no doubt saw it as being to their own advantage to do so) is being seriously naive.

 

The deal was an easier way for Apollo to take PCH public and take some cash out of the deal quickly than the PCH IPO proposal they had already filed. They made clever use of the vehicle they already had in place and control, NCLH, and put lipstick on the pig by praising the synergies, etc.

 

This deal is so incestuous I have to wonder whether the SEC will have any questions about whether it has to be modified in some way to protect the interests of NCLH's general public shareholders.

Edited by njhorseman
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In the world, prices go up consistently. Food, salaries, fuel, services, etc. do not necessarily get better but prices still increase. This is the way of the world. Unfortunately, when you are retired, prices go up but your income does not always keep pace. I could go on and on about this subject as well but this is not the place.

 

Basically, all opinions are equal. And, thankfully, posters can express them as many times as they feel it is necessary. Agree with this part of your last paragraph "I'm still trying to figure out exactly what loyalty is all about. Some of it for me is familiarity. As we get older we want more of the familiar security blanket. That doesn't mean that everything works all the time....."

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This is an area where we disagree. I do not see cutbacks. I saw loyal customers booking elsewhere twice:

 

1. When the "Concierge" program was put into effect (still dislike this program intensely but understand why they did it)

 

2. When excursions became "free". They lost more customers with this than with the previous change (based upon posts on CC). It seems that they included excursions to keep sales up during the downturn of the economy but, IMO, should it have stopped it by now.

 

We were booked on two Asia cruises that were overbooked (2013 and 2014). They had to make offers to passengers to change to another cruise. When we changed to another cruise, that cruise ended up 100% full.

 

On our last cruise, there were well over 500 repeat customers (on the Voyager in July). Our upcoming cruise (next month) is approximately 90% full (and it is a fairly boring itinerary IMO).

 

The service on Regent (and Oceania) remains excellent. The food is usually excellent (except when a chef from Oceania is transferred onto a Regent ship. They are clueless as to what Regent customers are used to). We had a long time Regent Executive Chef on our last cruise (Jonathan Smid) and the food could not have been better. I did ask him why lamb chops from New Zealand are usually wonderful but occasionally disappointing. He said that the lamb comes from the same farm but some lambs may be less active, etc. and therefore the chops are not as good. However, they come in the same shipment. While they probably should notice the less than perfect chops, they do not.

 

I know of at least one long time Regent loyalist that now sails on Oceania. For the life of me, I cannot understand the reasoning. While they have two excellent restaurants (on the Riviera and Marina only), the other restaurants were equal to or less than Regent. The only draw I can see (and is why we will sail them in November) is that you can get a huge suite for less $$$ than Regent.

 

I suppose a few Regent loyalists have switched to Crystal but most of us do not want to make daily reservations in order to avoid having set seating. Silversea was a big competitor - we sailed them three times (itineraries not offered by Regent). However, their ships are not being maintained. I could see a Regent loyalist giving them a try but not returning. Seabourn may have obtained a few Regent loyalists but their cost cutting has created some issues for Seabourn loyalists. I read their board periodically. When you board their larger ships, you are quarantined into a small area where sandwiches are served until the suites are ready. They are also very stingy with soap, shampoo, etc. You need to empty one before they give you more (I obviously do not know this as a fact -- only from what I've read on CC).

 

Anyway, the above is why I disagree with your statement regarding "cutbacks"

 

TC - are you aware that when you board the ship and your picture is taken, it is shown to ALL the crew, with remarks at to whom special attention should shown. NEWSFLASH - Regent is not stupid, they know that you will come back to CC and praise them to the end of the earth, therefore, you were the recipient of special attention. Your experience is no where near the experience of most passengers on Regent. I boarded the Voyager directly after you in Copenhagen and our experience was no where what you described. Rooms not serviced until after 3:00pm (they recently changed the policy of having one room attendant - there are now two, but they have many more rooms that they are responsible for). Service in CR was horrible, and again, not because of the crew, but because there are no longer assistants and one person has way too many table to properly serve them. One day we went to lunch at CR and after 45 minutes without getting our food, we left. Breakfast was hit or miss, some mornings we waited as long as 15 minutes before being offered coffee - again, the number of servers has decreased. This was not isolated - many people were complaining about the marked decline in service. It was so easy to identify the passengers who must have been identified for "special service", the staff was all over them and others just waited. On our cruise, there were quite a few "new" passengers and they all complained about the "6 star service". The powers that be that decided to add a $100 SBC to be used on the current cruise if another cruise is booked while on board was done so to increase bookings. On previous cruises, the cruise consultant was always busy with people waiting outside the door - this was not the case on our last cruise, often the office was empty. My clients are people who can afford luxury vacations and do cruise on Regent. However, lately I am hearing from more and more people that they are now exploring other options, and these are platinum members who have spent a considerable amount of money on Regent. The question becomes, is it worth the money. The one area that really annoys me is with airfare. We are not flying home from Tahiti and took the airfare allowance, which from Tahiti to NYC is a whopping $300. Are you kidding me? So my complaint is that I am paying twice because Regent charged me for airfare that I can't use and they are keeping the money and I am stuck paying for airfare a second time. I believe that passengers are also fed up with the lack of customer service from a "6 star luxury cruise line". As I said, in the past cruises ran full, not so sure about the future. I remember a time when you had to book one year in advance if you wanted a decent cabin - except for the rare exception, that is no longer the case.

 

BTW - a reason that many cruises eventually leave full is because apparently there is some type of private travel club who are offered great deals on last minute cruises. I have heard about this on two different Regent cruises. I have asked for details on membership and people told me they would email the information when they got home, but never did. I have tried locating information on this but have been unable to do so. Interestingly, I heard the exact same thing on Oceania. Has anyone else heard about this travel club? Everyone who I met who was a member of this club were Canadian citizens, although they claim it is an American outfit.

 

gnomie :)

Edited by gnomie1
It is late, I am still at work and have been here for 15 hrs
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I assume you realize that the buyer and seller are both controlled by Apollo. Although Apollo currently owns only 20% of the outstanding NCLH shares they still control the NCLH board by reason of the agreement that was struck when they purchased 50% of NCL for $1 billion from Genting. After the sale of PCH closes, Apollo will actually own more of NCLH than it does now, since they will be receiving the lion's share, if not all, of the new NCLH shares that are being issued .

 

Yes, to satisfy regulations the deal had to be technically approved by a committee comprised of "independent" (non Apollo) NCLH directors (none of whom are public directors by the way...they are all affiliated with Apollo's partners Genting and TPG), but anyone who doesn't think that the "independent" committee wasn't by and large doing Apollo's bidding (and no doubt saw it as being to their own advantage to do so) is being seriously naive.

 

The deal was an easier way for Apollo to take PCH public and take some cash out of the deal quickly than the PCH IPO proposal they had already filed. They made clever use of the vehicle they already had in place and control, NCLH, and put lipstick on the pig by praising the synergies, etc.

 

This deal is so incestuous I have to wonder whether the SEC will have any questions about whether it has to be modified in some way to protect the interests of NCLH's general public shareholders.

 

 

Seriously?? So, let me make sure I understand. Why did the sellers protect in the merger agreement against the buyer "minimizing" profits in 2015 if I'm wrong?? And TPG just "caved-in" to approve a deal to benefit Apollo at the expense of TPG?? And the transaction committee of the Board (which was designed to protect every interest holder other than Apollo, and whose members have personal liability if they don't do that) hired and was represented by Cravath, Swaine & Moore (the most prestigious corporate law firm in America), who just disregarded its duties and looked to benefit Apollo?? I don't think you've spent any time with David Bonderman, of TPG, if you believe any of that that for a nanosecond. I think this discussion is getting too esoteric for most of this cruise audience, but if you want to let me know your email, I will be happy to have a "corporate lawyer" discussion with you about the governance issues. NO Way that Texas Pacific Group (or Prestige or its other constituent interests) are getting screwed-over here to "assist" Apollo. I have no involvement in this transaction, but I have plenty of history with both Apollo and TPG (and others in similar situations).

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TC - are you aware that when you board the ship and your picture is taken, it is shown to ALL the crew, with remarks at to whom special attention should shown. NEWSFLASH - Regent is not stupid, they know that you will come back to CC and praise them to the end of the earth, therefore, you were the recipient of special attention. Your experience is no where near the experience of most passengers on Regent. I boarded the Voyager directly after you in Copenhagen and our experience was no where what you described...

IF you are correct in this analysis, could the reverse be true? After reading your collective comments, and assuming you have previously made similar ones, could it be any wonder you did not receive the same treatment as TC?

 

Mind you, I disagree with your premise of special treatment, but if it were true, I'm not sure I would go out of my way for such a negative attitude if if I were Regent...after all, they're not stupid...

Edited by hondorner
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Gnomie, you are quite right about the crew being able to see your photo and thus knowing who you are, what your status is, etc. On our last Regent cruise we made a nice contribution to the Crew Fund a few days before the cruise ended. Next thing we knew, crewmembers were thanking us for our contribution, and the service we received improved immensely. Prior to that, we saw servers in CR literally fawning over some guests, presumably because of their status (while we sat and waited). But here's the rub...all the cruise lines do this. When we took our one and only Crystal cruise, we were amazed at how some of the folks in the dining room fell all over themselves to make sure a certain guest was happy. It is just the nature of the beast...those who have the time and money to travel a lot, and put their travel dollars into just a few cruise lines, will reap the benefits of that ability. Those of us who can only afford to cruise once a year, well...I guess we just need to contribute to that Crew Fund a lot earlier in the cruise!!!!! :p

 

And Don, I agree with you as well...attitude is everything. Even when things didn't go perfectly on the cruise, we smiled and enjoyed the heck out of it anyway. We're not going to pay those kinds of prices to be unhappy...even if we aren't anything other than lowly Silver members just hoping to live long enough to make it to Gold!!!

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gnomie:

 

1. Do not dispute the fact that many Regent officers and crew know who we are -- not because of CC but because we know many of the officers on the ships and make a point to spend time with them. Also, we ask to have dinner with them. When the F&B Director, Donald, boarded the ship during the second segment of our cruise, we greeted him with a hug and immediately asked when we could have dinner together. How did we meet Donald? By complaining that the pastry and bread on our December 2013 cruise was horrible. We asked to speak with the F&B Director. We learned that the pastry chef was from Oceania (don't want to get off topic but he was clueless). We had dinner with him, discussed issues, hit it off with Donald and enjoyed spending time with him after our first meeting. Side note: We met Franck Galzy the same way on the Mariner many years ago and remain friends to this day.

 

2. We have also had our room cleaned in the afternoon. However, after speaking with our Stewardess or Steward and asking them to clean the room earlier, it has happened.

 

3. Agree that service in CR can be hit or miss. If we are in a hurry, we ask the server (at breakfast/lunch) if the meal can be served within xx amount of time. This usually works. At dinner we sit in the area of a server we know and we dine at 6:30 p.m. While knowing the server does not make the service faster, the server anticipates what we will be drinking and gets started on it right away. Also, dining early insures that the servers won't be hit with 200+ passengers arriving at the same time (as happens after the Captain's Reception, the Seven Seas Society party, etc.) Servers actually spend less time with us than with other passengers. I am really confused about servers in CR no longer having assistants. We were introduced to our servers assistant. There is someone who goes into the kitchen to get the food and take it to the servers' station. Then, either our server or one of his assistants delivered the food to tables. IMO, this is the same as it has always been.

 

4. "Private Travel Club". Yes -- those of us who use certain TA's do get notice of offers very quickly. Unfortunately, we are not able to share TA information on CC. I can say that we started seeing offers when we changed TA's. We did not see them with our previous TA.

 

5. Will address airfare a the risk of being blasted for defending Regent once again. I'll simply say that airfares have skyrocketed. Trips to England (my DH's homeland) are so high that we haven't been there in four years. I assume that Regent passes the cost on to passengers and has also decreased the amount of credit for passengers not using their air. It appears that they are making cut-backs in areas that do not affect the onboard experience but may affect air, hotel, etc.

 

Keep in mind that the extraordinary level of service that we received on our last cruise had to do with being part of a group that did not have luggage.

 

On our upcoming cruise, we do not know the G.M. but will be in his office the second day because Sunprince on CC has questions about PH suites. This is how our cruise life is. I research the hell out of things, ask questions, compliment when it is warranted and criticize when necessary.

 

It is almost ironic that people comment on things that I defend Regent for and rarely ask anymore about things I have slammed them for. Oh well, that is life. IMO, anyone can have the same onboard experience that we do. It just takes a real interest in the crew, their families, the company, etc.

Edited by Travelcat2
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This is an area where we disagree. I do not see cutbacks. I saw loyal customers booking elsewhere twice:

 

1. When the "Concierge" program was put into effect (still dislike this program intensely but understand why they did it)

 

2. When excursions became "free". They lost more customers with this than with the previous change (based upon posts on CC). It seems that they included excursions to keep sales up during the downturn of the economy but, IMO, should it have stopped it by now.

 

We were booked on two Asia cruises that were overbooked (2013 and 2014). They had to make offers to passengers to change to another cruise. When we changed to another cruise, that cruise ended up 100% full.

 

On our last cruise, there were well over 500 repeat customers (on the Voyager in July). Our upcoming cruise (next month) is approximately 90% full (and it is a fairly boring itinerary IMO).

 

The service on Regent (and Oceania) remains excellent. The food is usually excellent (except when a chef from Oceania is transferred onto a Regent ship. They are clueless as to what Regent customers are used to). We had a long time Regent Executive Chef on our last cruise (Jonathan Smid) and the food could not have been better. I did ask him why lamb chops from New Zealand are usually wonderful but occasionally disappointing. He said that the lamb comes from the same farm but some lambs may be less active, etc. and therefore the chops are not as good. However, they come in the same shipment. While they probably should notice the less than perfect chops, they do not.

 

I know of at least one long time Regent loyalist that now sails on Oceania. For the life of me, I cannot understand the reasoning. While they have two excellent restaurants (on the Riviera and Marina only), the other restaurants were equal to or less than Regent. The only draw I can see (and is why we will sail them in November) is that you can get a huge suite for less $$$ than Regent.

 

I suppose a few Regent loyalists have switched to Crystal but most of us do not want to make daily reservations in order to avoid having set seating. Silversea was a big competitor - we sailed them three times (itineraries not offered by Regent). However, their ships are not being maintained. I could see a Regent loyalist giving them a try but not returning. Seabourn may have obtained a few Regent loyalists but their cost cutting has created some issues for Seabourn loyalists. I read their board periodically. When you board their larger ships, you are quarantined into a small area where sandwiches are served until the suites are ready. They are also very stingy with soap, shampoo, etc. You need to empty one before they give you more (I obviously do not know this as a fact -- only from what I've read on CC).

 

Anyway, the above is why I disagree with your statement regarding "cutbacks"

 

Perhaps, TC, you should also read responses to the Seabourn "complaints" you read on Seabourn's CC board. The wait for suites to be ready was in the main lounge of the SMALLER ships, where sandwiches, sweets and drinks were served. On the larger ships the Collonade restaurant is open for lunch.There has been NO cutback on suite amenities and toiletries, as the sole poster claimed--and later reneged. Does Regent offer as much caviar (and champagne if you wish) any time, anywhere? On my last cruise repeaters accounted for 80% of the passengers.

 

It is useless to argue with someone who has not experienced a cruise line yet seems to know so much about it. I do not like "included" air fare and 'included" shore excursions and at this time will stay with Seabourn. (and,yes, I have sailed on Regent)

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Seriously?? So, let me make sure I understand. Why did the sellers protect in the merger agreement against the buyer "minimizing" profits in 2015 if I'm wrong?? And TPG just "caved-in" to approve a deal to benefit Apollo at the expense of TPG?? And the transaction committee of the Board (which was designed to protect every interest holder other than Apollo, and whose members have personal liability if they don't do that) hired and was represented by Cravath, Swaine & Moore (the most prestigious corporate law firm in America), who just disregarded its duties and looked to benefit Apollo?? I don't think you've spent any time with David Bonderman, of TPG, if you believe any of that that for a nanosecond. I think this discussion is getting too esoteric for most of this cruise audience, but if you want to let me know your email, I will be happy to have a "corporate lawyer" discussion with you about the governance issues. NO Way that Texas Pacific Group (or Prestige or its other constituent interests) are getting screwed-over here to "assist" Apollo. I have no involvement in this transaction, but I have plenty of history with both Apollo and TPG (and others in similar situations).

 

I never said TPG "caved in". I guess you didn't see the following in my post: "and no doubt saw it as being to their own advantage to do so" in reference to TPG and Genting.

 

By the way, of the three principal owners of NCLH, (Apollo, TPG and Genting), TPG owns the smallest percentage of NCLH and Genting the largest. TPG was actually brought into NCL by Apollo almost immediately after Apollo bought its original 50% interest in NCL from Genting, and has always been considered to be closely allied with Apollo in the management of NCL.

 

As far as PCH getting "screwed over" by Apollo, how can you think that I would be thinking that when Apollo controls PCH. How do you get screwed over by yourself?

 

Apollo never went through with the PCH IPO, because they realized that this deal was a better way to accomplish their objective to take PCH public. If you think about it, although it's technically a purchase of PCH by NCLH, in reality it's a merger of two companies controlled by Apollo.

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Perhaps, TC, you should also read responses to the Seabourn "complaints" you read on Seabourn's CC board. The wait for suites to be ready was in the main lounge of the SMALLER ships, where sandwiches, sweets and drinks were served. On the larger ships the Collonade restaurant is open for lunch.There has been NO cutback on suite amenities and toiletries, as the sole poster claimed--and later reneged. Does Regent offer as much caviar (and champagne if you wish) any time, anywhere? On my last cruise repeaters accounted for 80% of the passengers.

 

It is useless to argue with someone who has not experienced a cruise line yet seems to know so much about it. I do not like "included" air fare and 'included" shore excursions and at this time will stay with Seabourn. (and,yes, I have sailed on Regent)

 

Very well said.

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I don'[t understand what you are saying. The buyer (NCL) will be operating the business all throughout 2015 (yes, they will likely keep existing management in place, but NCL will be making all decisions on budgets, etc.). That buyer will either (a) not have to pay an additional $50 million at the end of 2015 if things are not extremely profitable (measured by revenues reduced by, among other things, on-board expenses, as detailed in the merger agreement) or (b) have to pay an existing $50 million if the company exceeds certain profitability targets (I"m oversimplifying, as there is a formula, but $50 million is the maximum). For a buyer in this circumstance, the financial incentive is to not maximize profitability on a "book" basis in 2015, because they would have to give a significant chunk back to the sellers - they could sit on things (even improve the product) for a year to incentivize customers to book cruises in 2016 and following (the measurement period for the "earn-out" is only 2015, so improved profitability pushed from 2015 to 2016 flows right to the pocket of the buyer, not the seller). The $50 million payment requirement certainly doesn't make the buyer want to inflate profitability for 2015. Obviously, the sellers (and their lawyers) agree with me, as they put protective provisions in the merger agreement designed to deal with the exact buyer motivations that I'm describing - this is what I do for a living, by the way, and I've been opposite Apollo on numerous deals.

 

Do you really think NCL agreed to the $50M incentive if their intention was to reduce profitablability to avoid paying it? They just paid $3B for PCH, if they wanted to save $$$ then they would have negotiated a lower price and not included an incentive clause. The business case/return of offering the incentive to PCH must far exceed the cost of paying it, otherwise they wouldn't have offered it.

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When you board their larger ships, you are quarantined into a small area where sandwiches are served until the suites are ready. They are also very stingy with soap, shampoo, etc. You need to empty one before they give you more

 

This is definitely NOT TRUE.

You are certainly entitled to your own opinions. You are not entitled to your own facts. You do a disservice to readers by posting misinformation. Some naïve readers may think that you know what you are talking about & believe you based on the quantity of your posts & your self proclaimed expertise.

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This is definitely NOT TRUE.

You are certainly entitled to your own opinions. You are not entitled to your own facts. You do a disservice to readers by posting misinformation. Some naïve readers may think that you know what you are talking about & believe you based on the quantity of your posts & your self proclaimed expertise.

 

Really blowing a simple comment out of proportion. I read this on the Seabourn board and made a casual reference to it regarding cruise lines cutting back. Also read about the shampoo issue (which Winner confirmed but said it was posted only once -- I had the misfortune to read it and remember it). Never claimed to have sailed on Seabourn and, based on posts on the Seabourn board, we probably never will. If Host Dan is reading this thread, he will probably remember the posts that I am supposedly making up.

 

Can we now get back on topic?

 

P.S. Since you were so adamant that what I posted was "NOT TRUE". Do you deny that they have been passengers that were put into a room and served sandwiches while waiting for the cabins to be ready? If so, you are not only disputing what another Seabourn passenger, Winner, stated but what my friend experienced on her Seabourn cruise. You could dispute the term "room" vs. lounge or bar. I viewed the largest lounge I could find on the Legend, "The Club", and while it is a lovely space, it still is a room.

Edited by Travelcat2
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Really blowing a simple comment out of proportion

 

I do apologize. It was a simple untruthful comment. Of course you would never blow a negative comment about Regent out of proportion or threaten legal action or cause a thread to melt down.

 

Since you were so adamant that what I posted was "NOT TRUE". Do you deny that they have been passengers that were put into a room and served sandwiches while waiting for the cabins to be ready?

 

I deny that this has happened on the larger ships as you stated. I can’t imagine that you ever read that on the Seabourn board. I maintain that your statement was not true.

 

On the smaller ships, if you boarded early, you were asked to wait in the show lounge (not The Club as you stated which is much smaller) where drinks & sandwiches were served. Those ships will soon be gone from the Seabourn fleet. (Regretfully for us.)

Your comment referred to the larger ships. On the larger ships, you are welcome to have lunch in the Colonnade. I believe this is the same policy as Regent's.

On the smaller ships, we preferred to have lunch on shore, board at 2 or 3pm & often went straight to our suite.

 

Unlike you, I have sailed Regent & Seabourn. There was no comparison in food & service as I have indicated on this board. I have never experienced a bad meal or service on Seabourn. Bad & mediocre food and service were the norm of our experience on Regent.

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TC - are you aware that when you board the ship and your picture is taken, it is shown to ALL the crew, with remarks at to whom special attention should shown. NEWSFLASH - Regent is not stupid, they know that you will come back to CC and praise them to the end of the earth, therefore, you were the recipient of special attention.

 

I’ll bet the Regent executives are really upset with her for exposing the clandestine activities of their lawyers. Maybe she won’t get such good service next time.

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