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Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Angelo Butler
Senior Analyst, CFAL
Today’s Presenters
Anthony Ferguson
President, CFAL
Michael J. Maura Jr.
CEO, Nassau Cruise Port Ltd.
2
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
DisclaimerThis document is being delivered to a limited number of parties who, it is believed, meet certain qualifications and may be interested in acquiring the senior unsecured bonds (the “Bond
Facility”) described herein. This documetn is furnished to you on a confidential basis solely for the purpose of evaluating the investment offered hereby. Under no circumstances shall this
document constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the Bond Facility in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification.
Colina Financial Advisors Limited (“CFAL”) is acting as the Placement Agent (the “Agent”) of Nassau Cruise Port Limited (the “Issuer”) with regards to the Bond Facility for international
investors and Bahamian investors. This document is submitted in connection with the Bond Facility and may not be used for any other purpose and may not be redistributed or reproduced,
in whole or in part, without the prior written consent of the Issuer.
This document has been prepared solely for the purpose of soliciting expressions of interest in the Bond Facility from potential purchasers and is an indicative summary of the terms and
conditions of the transactions contemplated hereby or of the Issuer. Neither the delivery of this document nor any sale of the Bond Facility shall, under any circumstances, constitute a
representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof. No persons have been authorized to make any representations
other than as may be set forth in the Bond Subscription Agreement to be entered into in connection with the transactions contemplated hereby and, if given or made, such representations
should not be considered as authorized or relied upon.
It is expected that investors interested in participating in the Bond Facility will conduct (and will be deemed to have made) their own independent investigation of the financial condition and
creditworthiness of the Issuer and the terms of the Bond Facility, including the merits and risks involved. The Agent will provide qualified prospective purchasers with such additional
information as may be reasonably requested relating to the offering of the Bond Facility and representatives of the Issuer, GPH and BIF will be available to answer any questions
concerning the Issuer, GPH, BIF, or Yes Foundation and will, upon request, make available such other information as may be reasonably requested. Neither this document nor any related
enclosures, documents or additional information is intended to provide the sole basis of any credit or other evaluation of the Issuer. Except as indicated herein, you should not assume the
information in this document is accurate as of any date other than the date of this document. This document shall remain the property of the Issuer.
This document is not required to be registered with the Securities Commission of The Bahamas (the “Commission”) under the provisions of the Securities Act 2011. While this document
has not been registered with the Commission, a copy has been filed with the Commission as required by the Securities Industry Regulation 2012. However, the Commission has not
checked and will not check the accuracy of the statements made herein and accepts no responsibility therefore or for the financial soundness of the issuer or the value of securities
concerned and neither the Commission nor the Government of The Commonwealth of The Bahamas passes judgment on the merits of the offering and is therefore not liable for any
statements or omissions contained herein.
As such, the Bond Facility is suitable only as an investment for, and are being offered only to persons who have, directly or through qualified representatives, the ability to evaluate the
merits and risks of an investment in the Bond Facility and the ability to assume the economic risks involved in such investment. There is currently no trading market for the Bond Facility,
and it is not contemplated that one will develop in the foreseeable future. Each purchaser will be required in connection with the purchase of the Bond Facility to make representations
confirming its eligibility as a prospective investor and that it is purchasing the Bond Facility for its own account and not with a view to their resale or distribution.
Investors should be aware that they might be required to bear the financial risk of their investment for an indefinite period. The Issuer is not making an offer of the Bond Facility in any
jurisdiction where the offer is not permitted and no subscriptions will be accepted from investors unless the Issuer, upon consultation with its counsel, is satisfied that the offering is in
compliance with the laws of such jurisdiction.
This document contains estimates of anticipated or future performance of the Issuer which constitute “forward-looking statements” under Bahamian securities laws and reflect various
assumptions made by the Issuer that may or may not prove accurate, as well as the exercise of a substantial degree of judgment by the management of the Issuer as to the scope and
presentation of such information. When used in this document, No representations or warranties are made as to the accuracy of such forward-looking statements or estimates of anticipated
performance and such forward-looking statements and estimates are not guarantees of future performance and involve risks, uncertainties and other factors that may cause the Issuer’s
actual performance or achievements to be materially different from any future results, performance or achievements expressed or implied by those forward-looking statements or estimates.
The Issuer’s actual future results could differ materially from those predicted in such forward-looking statements or estimates. Accordingly, prospective investors are urged not to place
undue reliance on these forward-looking statements or estimates.
This document contains summaries of the Bond Facility, and of certain documents, agreements and opinions relating to this offering. Reference is hereby made to the actual documents for
complete information concerning the rights and obligations of the parties thereto. All such summaries are qualified in their entirety by this reference. Copies of the documents, agreements
and opinions referred to in this document are available from the Issuer.
The Agent may also provide (directly and through affiliates) other services to the Issuer, GPH, BIF, or Yes Foundation from time to time. The Agent is receiving a fee from the Issuer for its
role in placing the Bond Facility. The Issuer has agreed to indemnify the Agent with respect to any liability for material omissions or misstatements in this document excluding any such
claims, liabilities, losses and damages, arising from the Agent’s own gross negligence or wilful misconduct as determined by the final judgment of a court of competent jurisdiction and
special, indirect exemplary, punitive or consequential damages of any kind whatsoever.
The Agent and its affiliates, and employees are not in the business of providing tax or legal advice to any taxpayer outside of the Agent, and its affiliates. These materials and any tax
related statements are not intended or written to be used, and cannot be used or relied upon, by any such taxpayer for the purpose of avoiding tax penalties. Tax-related statements, if any,
may have been written in connection with the "promotion or marketing" of the transaction(s) or matter(s) addressed by these materials, to the extent allowed by applicable law. Any such
taxpayer should seek advice based on the taxpayer's circumstances from an independent tax advisor.
3
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Table of Contents
1. Executive Summary
2. Project Overview
3. Cruise Market
4. NCP and its Shareholders
5. Project Financial Forecast
6. Transaction Summary
Appendix:
A. Term sheet
B. Detailed Financial Summary
C. NCPL Financial KPIs
D. GPH Portfolio
4
Executive Summary
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Executive SummaryNassau Cruise Port Limited (“NCP”, or the “Issuer”), as a special purpose company, has been granted the right to the
redevelopment, operation and maintenance of the Nassau Cruise Port at Prince George Wharf (the “Port”) under the Port
Operation and Lease Agreement (“POLA”) entered into with the Government of the Commonwealth of The Bahamas (“GOB”) as
of August 28, 2019
Sole cruise port facility of Nassau and one of the world’s largest transit cruise ports
3.8 million passengers in 2019.
Exclusive long-term operational rights to NCP for a period of 25-years plus construction period (extension option of 15-years)
Design, construct, manage, operate and maintain the Port (“Project”) as a modern and environmentally friendly cruise port terminal
(expected completion April 2022)
Operations started in October 2019
NCP is organized and led by Global Ports Holding Plc (“GPH”), the world’s largest independent cruise port operator,
Short-term adverse impact arising from the corona virus, but due to Nassau’s unique location in the proximity to main Florida homeports
NCP expects relatively limited impact, and strong fundamentals of the cruise industry will prevail in the mid- to long-term
NCP is presently seeking a financing package totalling B$80,000,000 and US$50,000,000 (“Bond Facility”), which will provide
partial funding for the Project.
Situation Overview
Expected capital investment of c. $ 250,000,000 excluding
financing costs:
$204m Construction Cost
$20m Development, Design & Engineering and
Inspections
$26m Ancillary Community Contributions under POLA
Financing cost of $34.3m including upfront fees and
interest expenses during construction
Strong revenue and high margin EBITDA post
construction of US$44m and US$29m, respectively (2025)
Investment Overview Bond Facility Overview
20-year final maturity (June 30, 2040)
Principal payment in 10 equal, annual instalments, beginning on June
30, 2031
Interest of 8.0% p.a. paid semi-annually (first interest payment on June
30, 2021)
Colina Financial Advisors Limited (“CFAL”) is acting as placement agent
Total debt financing of up to $210m (including this Bond Facility),
remainder to be raised both from the international and local lenders in
H1 2021
6
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
• Strategic asset for The Bahamas, and it is essential to the Bahamas’s economy
• Project to improve economic activities, increase tourism activities, and promote participation by local
stakeholders and job creation
• Benefits from the strong support of the GOB
• 113 new cruise vessels on order (March 2020) with a total passenger capacity of 232,172 scheduled for
delivery through 2027 – increasing current cruise capacity by ca. 50%
• High resilience of cruise industry with a proven track record for quick recovery from recessions and other
shocks
• Sponsor GPH: world's largest cruise port operator which operates 18 ports in 12 countries and provides
services to over 15 million passengers.
• Improve operations at the Port through capital expenditures and know-how transfer based on GPH’s
experience from its other award-winning facilities
• The Caribbean is the most popular cruise destination in the world
• Politically stable and in high demand, particularly because its proximity to the United States
• NCP has the right to increase the port charges by inflation
• Right to introduce additional services and charge for the same in NCP’s commercial discretion
• Major growth in the cruise industry expected from smaller players
• Enable growth from all cruise lines and retains no preferred berthing right with any cruise line
Safe and Sustainable InvestmentThe Nassau Cruise Port has extensive operating history, strong place in the Caribbean cruise industry, predictable,
long term business plan and cash flow profile
Strategic National
Infrastructure
Asset
Attractive
Caribbean Cruise
Market
Rate-Setting
Flexibility
Open Access
Regime
Long-term Cruise
Industry Growth
Experienced Port
Operator
7
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Key Parties for the Project and Bond Issuance
Global Ports Holding (“NCP”) - Shareholder
The Project is being undertaken by a combination of high caliber sponsors, contractors and advisors
Bond Agents and Advisors
Lennox Paton — Legal CounselColina Financial Advisors Limited (“CFAL”) – Placement Agent
Issuer and its Shareholders
Nassau Cruise Port Limited (“NCP”) — Issuer
Bahamas Investment Fund (“NCP”) - Shareholder Yes Foundation — Shareholder
Construction & Design
ENKA — EPC Contractor WSP — Marine Side Design & Engineering
8
KPMG – Auditor CIBC First Caribbean International Bank — Bankers
Bermello Ajamil & Partners — Land Side Design & Engineering
Project Overview
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Project Overview – Development of a Critical Asset
Overview – The Government of the Commonwealth of The
Bahamas (“GOB”) has awarded exclusive long term operational
rights to the Nassau Cruise Port Ltd. (“NCP”) for a period of 25
Years + construction period with an 15-years extension period
with mutual agreement between parties.
Process – In August 2019, NCP signed the Port Operation
and Lease Agreement (“POLA”) with the GOB, and started
operating the Port as of 9th October 2019
Project – Redevelop the Port to increase capacity and
reclaim land to provide the required room for expansion of
the Port area
Design / Build – Design works are well advanced,
construction works are commenced on March 2020, and it is
expected completed by April 2022. The construction will not
interrupt the existing operation of the Port.
Capital Investment – estimated $250 million including $204
million construction cost for the redevelopment of (marine
and landside works)
Nassau Cruise Port Background
10
Location: Nassau, The Bahamas
United States
Mexico
Jamaica
Cuba
Bahamas
Haiti
Nicaragua
Belize
Guatemala
El Salvador
Honduras
Prince George Wharf Cruise Port
Key Investment Highlights
Development of a critical asset: Cruise industry is essential to
The Bahamas’ economy. Cruise tourist arrivals totalled 3.8
million in 2019
Strategic location in the Caribbean (proximity to Florida
homeports and major airport facility)
Port capacity of up to 6 million passengers annually
Create a world class waterfront park and green space in the
centre of Nassau along with the extended berthing
capacity.
Opportunities exist to optimize operations, increase
passenger volumes and spending
Categories Estimated Amount
Construction Cost $ 204,000,000
Ancillary Community Contributions under
POLA$ 26,000,000
Development, Design & Engineering and
Inspections$ 20,000,000
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Project TimelineThe timeline below shows historical and forecasted development of the Project
11
2022 20472019
Handover of the Port
October, 2019
End of Concession
End of Construction
April, 2022
25 years
Commencement of
Construction
March, 2020
2020 2021
Signing of POLA
August, 2019
2018
Issuance of RFP
October, 2018
Bridge Finance
December, 2019
Bond Facility
May, 2020
Additional Long
Term Debt Facility
H1, 2021
BIF Equity Raising
H1, 2021
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Creating of New Landmark
Construction Period
Creation of New Waterfront
Project Rationale for Redevelopment
New Waterfront will include:
A new cruise passenger terminal,
A waterfront park,
Amphitheatre,
Shops,
Restaurants, and
Junkanoo museum.
Design to mirror and be centred around Bahamian culture,
rented to local artisans, entrepreneurs and merchants
12
Extending Berth Capacity and New Inner Harbour
Extension of berthing capacity by adding additional piers:
Dredging to accommodate largest cruise vessels,
Extending the cruise pier 800 feet to the east to create an
additional berth;
Creating a berth for mega-yachts; and
Rehabilitating the existing cruise piers and other structures.
Creation of a new inner harbour for the transfer of cruise
passenger by sea for excursion or to Paradise Island
Insufficient berth capacity for the medium-to-long term
Underwhelming passenger’s experience due to worn-out facilities
Current operational and physical set up separates Downtown and the port due to series of buildings, blocked with walls and fences
Competition due to new port of call options and major infrastructure improvements in other ports
June 2020 April 2022
Construction Works
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Current Customs Warehouse
7
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Festival Place
7
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
7
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Mirroring Bahamian Culture with a New Waterfront
13
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Ensuring Maximum Efficiency with a New Arrivals Center
14
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Enhancing Cruise Experience
15
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Providing Community and Passengers the Best Possible Experience through New Inner Harbour
16
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Bringing Prosperity for the Bahamas with Pier Extension and Seabed Reclamation
17
Pier Extension
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Key Project Agreements
• Special Purpose Vehicle
Project Company
Nassau Cruise
Port Limited
Equity SponsorsContracting Authority
Shareholder
Agreement
Port
Operation
and Lease
Agreement
Engineering, Procurement
and Construction Agreement
EPC Contractor for Marine Works
18
Government of the Bahamas
Concession Period - Construction
Period + 25 Years (+15-year extension
option)
Passenger Fee - Passenger Facility
Charge of US$ 3.00/passenger and Port
Facility Charge of US$ 5.50/passenger –
both to increase by inflation
Scope of Services – Exclusivity for all
essential cruise terminal and cruise port
Payment to GOB - US$ 0.50 per
passenger (but not less than US$ 2.0
million p.a. during construction and US$
2.5 million p.a. post-construction)
Key Terms
Contract Type - FIDIC - General Conditions of the
Silver Book 1999 Edition
Price - $108,885,000 – lump sum committed price
Duration - 20 calendar months
Security Package: comprehensive and market-
standard package including Parent Company
Guarantee and liquid performance security
Key Terms
Initial Shareholding – NCP’s issued
share capital of B$5000 divided into 4,900
class A (2450 for GPH and 2450 for BIF)
voting shares and 100 class B non-voting
shares (for Yes Foundation)
Board of Directors - the Board shall not
exceed seven Directors.
• GPH: four directors:
• BIF: two directors.
• GOB: one director
Voting - Board shall decide on matters by
simple majority vote and each Director
shall have one vote
Key Terms
Cruise Market
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Why Do People Cruise?
___________________________Source: Quora, BBC
20
“The service is better than what you would get in a hotel for the same money, and when you
wake-up you are introduced to a new country or city. Cruising is the most affordable way to
see parts of the world that many people only read about”
“We love to cruise as a
family. Life is so hectic,
and it gives our large
family a chance to
reconnect”
Cruise Tourism offers a Value Proposition that is very difficult to beat, and this Value Proposition is the reason that the
industry has been so resilient for the past 30+ years
“We middle class American’s don’t get first class treatment very often;
pampering is not something we are used to, fine dinning and shows! We have
cabin turndown service twice a day”
“Before we have even finished our cruise the cruise line offers us incredible deals on future
cruises and the deposits are significantly discounted”
“ It’s the most stress free vacation possible. Once you are on board, you’re there. No
traffic, no tickets to buy, no hotel miscues. About the most weighty decision to be
made it which restaurant to eat dinner at.”
“ The one common thread
is that cruising is easy -
you pack and unpack
once, see multiple
destinations, and have to
worry about nothing.”
Despite the negative impact of the pandemic to cruise industry, NCP believes that cruise industry would recover in
upcoming years and does not foresee any material negative impact on mid to long-term growth projection
BBC - Will we ever take cruise holidays again? – April 9, 2020 - David Reece and his wife
Caroly, as a 20-years cruises, say that the ongoing coronavirus outbreak is "not going to put
us off at all". He is instead looking forward to rescheduling their trip "in the next 12 months".
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Global Cruise Market – Proven Track Record for Resilience
Global Cruise Passengers, 1995 – 2018 (000’s)
0
5,000
10,000
15,000
20,000
25,000
30,000
1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018North America Europe Asia
(00
0’s
)
___________________________Source: Cruise Industry News Annual.
1995 - 2018 Global CAGR: 5.9%
1995 - 2018 North America CAGR: 4.5%
Kosovo
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ia
Highly resilient to economic crisis, passenger volume largely unaffected by major disruptive events.
In the short-term, it is anticipated that the corona pandemic will adversely impact the cruise industry, in particular
longer itineraries and occupancy of vessels might decrease considering health, proximity concerns of passengers.
However, in the closest proximity Florida homeports, Nassau is expected be less severely affected.
21
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Cruise Vessel Deliveries – Commitment to Sustainable Growth for Industry
Cruise Vessel Deliveries and On Order, 1990 – 2027
___________________________Source: Assumption made by Issuer and Seatrade Cruise Community.
As of March 1, 2020, there are 113 new cruise vessels on order with a total berth capacity of 232,172 scheduled for
delivery over the next 7 years. For comparison purposes, in spring 2006, the forward cruise vessel order book
contained 29 vessels with a berth capacity of approximately 85,000
22
14
1112
6
4
6
9
7
10
12
1413
9
12
10
56
8
1011 11
87
65
7
1011
15
24
21
19
15
11
9
5 5
20
5
10
15
20
25
Ne
w B
uild
Ve
sse
ls
Vessels Delivered Vessels On Order
113 vessels
232,172 berth capacity29 vessels
85,000 berth capacity
Existing capacity at the end of 2019:
404 Vessels with 601,777 berth capacity
Cruise Vessel Deliveries graph had not considered the current pandemic effects on shutting down of shipyards , and it is expected that
cruise companies might delay the debut of their orders.
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Worldwide Cruise Passenger Growth - Well Poised to Extend Its Success into the Next Decade
Worldwide Cruise Passenger Growth Projections, 2019 – 2038 (in Millions)
___________________________Source: Assumption made by Issuer and Seatrade Cruise Community.
• The potential development of shipyards with the technical
capabilities to build and deliver cruise vessels in China and Asia
• Additional capacities in a relatively short timeframe once the
industry accepts the standards of the vessels.
23
4.36% CAGR
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
North America Cruise Source Market – Primary Target Market Overall
___________________________Source: Assumption made by Issuer and Seatrade Cruise Community.
24
7.69
14.60
0
2
4
6
8
10
12
14
16
Mill
ion
North American Cruise Source Market Growth, 2000 - 2018
Last 15 year growth 3.3%
Last 10 year growth 3.0%
Last 5 year growth 3.9%
North American Cruise Source Market Growth Projection, 2019 – 2038
Accounting for more than
57 %cruise tourism market
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
4.78
10.25
0
2
4
6
8
10
12
Mill
ion
Caribbean Cruise Market - Caribbean Remains as the Leading Destination
___________________________Source: Assumption made by Issuer
25
Caribbean Cruise Market Size, 2000-2018
Last 15 year growth 3.7%
Last 10 year growth 5.1%
Last 5 year growth 6.2%
Caribbean Cruise Market Projections, 2019 – 2048
• Deployment of majority of primary brands in Caribbean Region.
• New entrants to Caribbean cruise market sourcing passenger from Europe (e.g. MSC)
3.76% - 5.79% CAGR
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Project Overview – Historical and Forecasted Traffic
Historical Cruise Passenger Traffic at Nassau Cruise Port with Passenger Penetration within The Bahamas
26
3.6 3.63.3 3.5 3.6 3.6 3.9
7.3 7.46.9 6.9 7.0
7.3
8.1
49%48% 48%
51% 51%50%
47%
0%
10%
20%
30%
40%
50%
60%
0
1
2
3
4
5
6
7
8
9
Mill
ion
Nassau The Bahamas Penetration
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
NCP Cruise Passenger Forecast, 2019 – 2040
27
Key Assumptions of the Traffic Forecast
• Revised passenger forecast for 2020 and 2021 according to CDC’s No Sail Order
• In 2020, NCP does not expect any cruise passenger until mid-September, despite CDC’s No Sail Order will be effective until mid-July
• Decreased traffic expectation in 2021 even though Nassau will be the first destination that would host cruise passengers post-COVID
• Nassau being first destination among almost every itinerary departing from Florida homeports
• Expectation for cruise sector to return to its fundamentals and historical growth pattern in medium-term.
• Nassau is best poised and will be ready post-CAPEX to a new high-demand era.
___________________________Source: Assumption made by Issuer
Positive Trends for the Nassau Cruise Market
Temprorary decrease in the cruise
passenger traffic in 2020 and 2021
Materialization of market trend for
the traffic growth
Additional berthing capacity
post-construction
Attraction of new tourist in
revitalized downtown area
Improved cruise
passenger experience
3.81
1.47
2.60
3.70 3.88 4.06 4.25 4.46 4.67 4.89 5.125.37 5.57 5.78 6.00 6.22 6.46
6.706.95
7.217.48
42.3%
4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 4.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8% 3.8%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
-
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
Mill
ion
Passenger Traffic Growth
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Crisis Management with GPH: Corona Virus Outbreak
Measures Taken
• Regular coordination with the local Health
Authorities, and following attentively the
communications being issued by the World Health
Organization (WHO)
• Extending its communication with Cruise Lines in
order to share and receive best practices in
preventive and/or mitigating measures for outbreak
• GPH formulating an Emergency Response Plan
(ERP) in order to apply in its all ports if the virus
emerges
• In order to increase awareness, Guest Information
Centers have been actively informing cruise
passengers and crew members in GPH ports
• WHO’s protective measures against new
coronavirus are shared with the port employees
Following the emerging news on the Corona
Virus Outbreak, GPH has been actively working
with all stakeholders in order to prevent and/or
mitigate any possible outbreak
28
CDC issued a “No-Sail Order” to ban cruise ship operations in light of the
pandemic on March 14, 2020.CDC subsequently announced the
extension of the “No Sail Order” on April 9, 2020 . Hence, the CDC order
will be effective until the earliest of any of three conditions met:
• If the Secretary of Health and Human Services declares that the
COVID-19 public health emergency has expired; or
• If the CDC Director rescinds or modifies the order, based on public
health or other considerations; or
• 100 days from the date of publication (April 9) of the order in the
Federal Register.
NCP believes that health control measures will be critical in the cruise
environment post-COVID, and NCP is working with the Government of the
Bahamas for preparations.
___________________________1. CDC: The Center for Disease Control and Prevention, as one of the major operating components of the Department of Health and Human Services of the US
CDC1’s “No-Sail Order”
NCP and its Shareholders
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Key Project Parties
Project Role
• A special purpose company organized under the laws of The Bahamas
• NCP has been granted the right to the redevelopment, operation and maintenance of
the Nassau Cruise Port
• As the world largest cruise port operator, GPH retains full operational control of NCP
• Lead role in the Project including managing the design, operation & maintenance of
the Port
• 49% ownership
• Equity interests in BIF will be offered solely to Bahamians and Bahamian residents.
• 49% ownership
• As a non-profit company to fund causes promoting youth, sports and education for
Bahamian young people
• 2% ownership
Issuer
Shareholder
Shareholder
Shareholder
30
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
GPH at a Glance
Ownership structure
• 59.3% owned by Global Investment Holdings (GIH): GIH is a diversified investment holding with investments in infrastructure, real estate, energy,
and financial services. GIH operates with a total asset size of about USD 1.5 billion and shareholders’ equity of USD 400 million.
• 40.7% is floating on
World’s Largest Independent Cruise Port Operator with Dominant Position in the Mediterranean Cruise Port Landscape
and Established Foothold in Asia and Caribbean
31
50.1 54.9 63
66.3 69.9 54.8
116.4 124.8 117.9
2017 2018 2019
Cruise Revenue Commercial Revenue
Revenue (in US$m)
Segmental EBITDA (in US$m)
32.2 37.6 44.4
48.353.1 39.4
80.5 90.7 83.4
2017 2018 2019
Cruise EBITDA Commercial EBITDA
70.8%67.6%
73.4%
Segmental EBITDAMargin (%)
Cruise EBITDAMargin
CommercialEBITDA Margin
EBITDA Margin
12
Countries
34%
Market share inthe
Mediterranean
Listed in 2017
18
Passengers
15mm
2
Operating commercial
ports
20 nationalities
working at GPHA Truly Global Company
Operating cruiseports
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GPH - Strong Partner of Governments and Cruise Lines
Cooperative
Partner to
Governments
B2G
Leverage global cruise line relationships and know how to drive growth of the destinations
B2G
Generating value for destinations
Social Responsibility Global Run initiative
Track record as a dependable
and professional partner
Representing governments:
Spain Italy Turkey
Portugal Montegaro Malta Singapore
Augmented
Passenger
Experience
Preferred
Partner
for Cruise
Lines
B2CB2B
B2C
Continuous passenger
research
Owning the experience in
city
Turning ports into a
‘’point of interest’’
Replicating best-in-class
airport experiences
B2B
A professional counterpart and
partner
Solution oriented approach
Integrated marketing
Operational excellence
High-level relationships with
cruise lines
Strong relationship with over 70 Cruise Lines including new entrants to the market
The Bahamas
Antigua and Barbuda
32
Extensive Network – Marketing Capability
Global Consolidated Marketing
‒ Leverage GPH brand to drive traffic to
developing ports
‒ Economies of scale in marketing through
centralization
Direct Access to Cruise Lines
‒ High Level Relationship w/ Cruise Lines
‒ Periodic meetings with cruise line
executives
‒ Itinerary planning know-how
Tariff and Offer Management
‒ Bundle offers / tailored itinerary solutions for
mutual gains
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May 2020
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GPH’s Holistic and Professional Cruise Port Management
33
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Bahamas Investment Fund
34
• Accommodate Bahamian interest and create an opportunity for Bahamians to be vested in the Project
• Bahamas Investment Fund Limited is established as an investmenf fund for Bahamians on December 6, 2019 under the
Companies Act, 1992
Key Structure in BIF:
• Equity interests in BIF will be offered solely to Bahamians;
• Allocation of investments will be made based on a bottom-up to ensure maximum participation;
• NCP will provide financing to Bahamians so that the ownership base in BIF is as widely distributed as possible;
• BIF’s equity interest in NCP is 49% and it will contribute half of the required equity capital injection;
• CFAL acts as Administrator, Advisor and Promoter of BIF, utilizing local investment brokerage firms.
• NCP, along with the GPH, recognize and prioritize the involvement of local Bahamians in the Project.
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
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Yes Foundation - Empowering Generations of Bahamians
35
The Yes Foundation has been established as a non-profit
company under the Companies Act, 1992 to fund causes
promoting youth, sports and education for Bahamian young
people.
Key Structure in Yes Foundation:
• Ownership interest of The Yes Foundation was set as 2% in
NCP, however, Yes Foundation will not contribute to the
equity capital injection of NCP;
• The Yes Foundation will focus to help young people succeed
in The Bahamas through dividend proceeds it receives from
NCP ensuring that the local youth develops the leadership,
technical, and life skills to earn a livelihood;
• The Yes Foundation is governed by a board of directors and
advisory committee to review and allocate distributions in
keeping with the objectives of the entity.
• Rooted in the belief of youth as problem-solvers, change-
makers, and leaders, The Yes Foundation’s initiatives are
catalysts for change.
Project Financial Forecasts
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May 2020
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Well Structured and Integrated Revenues
Passenger Revenues
Ancillary Revenues2
1
Leasable area of 86,100 sq. ft.
Priority to Bahamian small business owners and entrepreneurs and
for current tenants
Sufficient space for new tenants
NCP will have three primary sources of revenue: Passenger Revenues, Rental Revenues and
Ancillary Revenues
Passenger Revenues = Passenger Facility Charge + Port Facility Charge (on a per-passenger basis)
NCP has the right to apply combined US$ 8.50 charge per passenger, however, NCP plans to apply a phased increase in tariffs to give enough
time to cruise lines to adjust:
POLA allows NCP to increase its tariffs annually in line with US CPI up to a maximum of 5%, any additional increase require GOB’s approval
Mainly consisting of water sales, garbage collection and cleaning
services
Rate-setting flexibility: introduce additional services and charge for
the same in its commercial discretion.
Additional Ancillary Revenue Considerations
To mitigate the material effect of current pandemic, Port is used as
temporary docking point by cruise vessels
Berthing revenues during corona lockdown until traffic restarts.
Rental Revenues3
37
US$ per passenger 2019 2020 2021 2022
Total Passenger Charge 4.00 5.50 8.50 8.86
Revenue Breakdown (in 2025E)
Passenger Revenues,
85.40%
Ancillary Revenues, 6%
Retail Revenues,
8.60%
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
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Highly Visible Revenue Forecasts
Project Revenue Forecast – Concession Period (in $m) (2020 – 2030)
Project revenue forecasts are provided by NCP in line with projected traffic
38
11.5
22.1
32.8 34.3 36.039.6
41.543.4
47.850.1
52.4
1.42.3
2.4
2.72.8
2.9
3.2
3.4
3.6
1.3
2.8
3.9
4.04.0
4.1
4.2
4.2
4.3
11.5
22.1
35.5
39.4
42.3
46.248.3
50.5
55.257.7
60.3
Passenger Revenues Ancillary Revenue Retail Revenues Total Revenue
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Highly Visible Revenue Forecasts
Project Revenue Forecast – Concession Period (in $m) (2031 – 2040)
Project revenue forecasts are provided by NCP in line with projected traffic
39
57.1 59.3 61.567.0 69.5 72.1
78.6 81.6 84.692.2
3.94.0
4.2
4.54.7
4.9
5.35.5
5.7
6.2
4.34.4
4.5
4.54.6
4.7
4.74.8
4.9
5.0
65.367.7
70.1
76.178.8
81.7
88.791.9
95.2
103.4
Passenger Revenues Ancillary Revenue Retail Revenues Total Revenue
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
High Margin Business in Nature due to Limited OPEX
Revenue & EBITDA Profile (in $m) (2020 -2030)
40
11.5
22.1
35.5
39.4
42.3
46.248.3
50.5
55.257.7
60.3
3.7
10.8
20.6
24.326.8
30.232.0
33.8
37.839.8
41.9
32%
49%
58%
62%63%
65% 66% 67%69% 69% 70%
0%
10%
20%
30%
40%
50%
60%
70%
80%
0
20
40
60
80
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030
Revenue EBITDA EBITDA Margin
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
High Margin Business in Nature due to Limited OPEX
Revenue & EBITDA Profile (in $m) (2031 – 2040)
41
65.367.7
70.1
76.178.8
81.7
88.791.9
95.2
103.4
46.147.8
50.0
54.957.2
59.5
65.367.9
70.6
77.5
71% 71% 71% 72% 73% 73% 74% 74% 74% 75%
0%
10%
20%
30%
40%
50%
60%
70%
80%
0
20
40
60
80
100
120
2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Revenue EBITDA EBITDA Margin
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Strong Cash Flow Waterfall - High Yield Cash ConversionThe post-construction period cash flows are sufficient to meet all forecasted O&M, Concession
Payments and Debt Service.
Cash Flow Profile1 (in $m) (2022 – 2030)
42
___________________________1. Interest rate of 8.00% has been used for both the Bond Facility and Additional Long Term Debt Facility in Financial Projections and Cash Flow Projection sections.
19.4
23.826.6
29.931.8
33.7
37.439.6
41.7
17.1 17.1 17.1 17.1 17.1 17.1 17.1 17.1 17.1
1.4x
1.6x
1.8x
1.9x
2.0x
2.2x
2.3x
2.4x
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
0
20
40
60
80
Cafds Debt Service DSCR
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Strong Cash Flow Waterfall - High Yield Cash ConversionThe post-construction period cash flows are sufficient to meet all forecasted O&M, Concession
Payments and Debt Service.
Cash Flow Profile1 (in $m) (2031 – 2040)
43
___________________________1. Interest rate of 8.00% has been used for both the Bond Facility and Additional Long Term Debt Facility in Financial Projections and Cash Flow Projection sections.
45.7 44.049.8
54.5 56.9 59.264.7
67.770.4
76.8
37.2 35.6 33.8 32.1 30.4 28.7 27.0 25.3 23.6 21.9
1.2x 1.2x
1.5x
1.7x
1.9x
2.1x
2.4x
2.7x
3.0x
3.5x
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
3.5x
0
20
40
60
80
100
120
140
160
Cafds Debt Service DSCR
Transaction Summary
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Project Financing Plan
45
Comprehensive and long-term financing plan suitable and aligned to long-term POLA
• Total of up to $210 million of debt
• Senior, unsecured fixed rate institutional bond (this “Bond Facility”) of up to $130 million
To be completed in May 2020
Expected currency mix: B$80 million (local investors) and US$50 million (international investors)
NCP has the right to change the issue size of the Bond Facility in case of oversubscription
• Use of proceeds: Fund the development and construction activities of the Project, and repayment / exchange of the
outstanding Bridge Loan ($30 million)
• Additional, senior debt facility (” Additional Long Term Debt Facility”) of up to $80 million
Completion in H1-2021
Pari-passu to the Bond Facility
Expected to be provided by both international and local lenders (in addition to the international tranche of the
Bond Facility)
Preliminary sources and uses structure
___________________________1. Includes interest during construction and other financing expenses on the Bond Facility.
Sources and Uses
Uses: $m % Sources: $m %
Construction cost 204.0 71.8% Bond Facility 130.0 45.7%
Development, Design &
Engineering, Inspections20.0 7.0%
Additional Long Term Debt
Facility80.0 28.1%
Ancillary Community
Contributions under POLA26.0 9.1% Equity 74.3 26.1%
Financing expenses1 34.3 12.1%
Total 284.3 100.0% Total 284.3 100.0%
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Debt Structure
Key Debt Facilities
46
Bond Facility
Amount B$80,000,000 and US$50,000,000
Interest Rate 8.00% fixed
Tenor 240 Months
Principle Repayment Start Period 132 Months after first issuance
Expected Closing Date May, 2020
Additional Long Term Debt Facility
Amount $80,000,000
Interest Rate [TBD]
Tenor 232 Months
Principle Repayment Start Period 120 Months after first issuance
Expected Closing Date H1 2021
Appendix A: Termsheet
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Termsheet of Bond Facility
48
Terms Description
Issuer Nassau Cruise Port Limited
Issue Type Senior Unsecured Bonds
Issue Size B$80,000,000 and US$50,000,000
Opening Date May 4, 2020
Closing Date May 15, 2020
Legal Counsel Lennox Paton
Auditor KPMG
Escrow Agent / Placement Agent Colina Financial Advisors Limited (“CFAL”)
Paying Agent / Registrar Colina Financial Advisors Limited (“CFAL”)
Bankers CIBC FirstCaribbean International Bank
Corporate Trustee None
Listed Exchange None
Ranking
With respect to the payment of interest and principal payments upon
liquidation, the Bond Facility will be an unsecured obligation of the Issuer.
The Bond Facility will rank equally among themselves and with all other
future unsecured financial debt of the Issuer.
Security/CollateralThe issuance of the Bond Facility will create a general obligation of the
Issuer and are not secured by any specific collateral or guarantee.
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Termsheet of Bond Facility
49
Terms Description
Interest Rate & Frequency
The Bond Facility will make semi-annual payments of interest in arrears
on the principal balance outstanding at the time of such payment based
on 1/2 of the following annual percentage rate: 8.00%. Interest payments
will accrue until and begin on June 30, 2021, and will be paid at the end
of every June and December afterwards until maturity.
Principal Repayment
Principal payment will occur in 10 equal installments, beginning on June
30, 2031 and each end of June afterwards through to the Maturity date,
unless earlier redeemed as set out herein.
Early Redemption
The Issuer may not redeem the Bond Facility prior to the second
anniversary after the Closing Date. After such second anniversary, the
Issuer may at its option redeem the Bond Facility in whole or in part in
their Par Amount (100%) upon the provision of 90 days’ written notice to
the bondholders.
Maturity The Bond Facility will mature on June 30, 2040.
Debt Service Reserve Account (“DSRA”)
The DSRA shall be funded in six (6) equal monthly installments
immediately prior to the next scheduled interest payment and twelve (12)
equal monthly installments immediately prior to the next scheduled
principal repayment.
Each principal repayment and/or interest payment shall be payable with
priority from the accumulated amounts in the Debt Service Reserve
Account at the scheduled payment date.
Sinking Fund None
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Termsheet of Bond Facility
50
Terms Description
Minimum Subscription B$50,000 and in increments of B$10,000 thereafter.
Par Amount/ Issue Price Issued at 100% of Par. No fractional amounts will be issued.
Conversion Rights None
Use Of Proceeds
The proceeds of the Bond Facility will be used to fund the development
and construction activities of the Project at the Port in accordance with
the POLA, and repayment / exchange of the outstanding nominal amount
under the Bridge Loan ($30,000,000).
Further Issue/Upsizing
The Issuer reserves the right to increase the size of the Bond Facility
issue at the Closing Date, or anytime thereafter, without the consent of
the bondholders.
Basis Of Allotment
The Directors reserve the right to allocate the Bonds in their sole
discretion including in the event of oversubscription. Any subscriptions
that are not allocated will be refunded without interest within 10 business
days.
In the event of under-subscription by the closing date, the Directors of
NCP may in their sole discretion extend the offering period for additional
subscriptions until such time as the Bond Facility is fully subscribed.
No Voting Rights or Equity OwnershipBondholders will not have an equity interest in the Issuer, nor will they
have any voting rights.
Default
Include without limitation, failure to pay principal and interest when due,
cross default against the POLA and breach of representations, warranties
and covenants by the Issuer, subject to grace periods, thresholds and
remedy rights to be agreed.
Restrictive CovenantsNCP must maintain a minimum debt service coverage ratio of 1.30x prior
to the distribution of any dividends to shareholders.
Special Rights/Privileges None
Evidence of Ownership Book Stock
Governing Law The Laws of The Commonwealth of The Bahamas
Appendix B: Detailed Cash Flow
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
Operational and Debt Service Cash Flow
52
___________________________1. Interest after construction period only. Interest during construction period is capitilized and included in Uses & Sources table as part of CAPEX.
Cash Flow Statement 2019-Q4 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Revenue $ m 2.6 11.5 22.1 35.5 39.4 42.3 46.2 48.3 50.5 55.2 57.7
OPEX $ m (1.7) (6.9) (8.6) (12.2) (12.6) (13.0) (13.5) (13.8) (14.1) (14.7) (15.0)
Government lease fee $ m (0.5) (0.9) (2.7) (2.7) (2.5) (2.5) (2.6) (2.5) (2.5) (2.7) (2.8)
EBITDA $ m 0.4 3.7 10.8 20.6 24.3 26.8 30.2 32.0 33.8 37.8 39.8
Change in NWC $ m 0.6 0.4 (2.1) (1.2) (0.4) (0.2) (0.3) (0.2) (0.2) (0.4) (0.2)
Cash flow available for debt service
(Cafds) $ m
1.0 4.1 8.7 19.4 23.8 26.6 29.9 31.8 33.7 37.4 39.6
Interest payment – Bond Facility1) $ m - - - (10.6) (10.6) (10.6) (10.6) (10.6) (10.6) (10.6) (10.6)
Principal repayment - Bond Facility $ m - - - - - - - - - - -
Interest payment – Additional Facility $ m - - - (6.5) (6.5) (6.5) (6.5) (6.5) (6.5) (6.5) (6.5)
Principal repayment - Additional Facility $ m - - - - - - - - - - -
Total Debt Service $ m - - - (17.1) (17.1) (17.1) (17.1) (17.1) (17.1) (17.1) (17.1)
Senior Credit Metrics
DSCR x 1.40x 1.55x 1.75x 1.86x 1.97x 2.19x 2.32x
Cash Flow Statement 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Revenue $ m 60.3 65.3 67.7 70.1 76.1 78.8 81.7 88.7 91.9 95.2 103.4
OPEX $ m (15.4) (16.0) (20.1) (16.7) (17.4) (17.8) (18.2) (18.9) (19.4) (19.8) (20.7)
Government lease fee $ m (3.0) (3.2) (3.3) (3.5) (3.8) (3.9) (4.1) (4.4) (4.6) (4.8) (5.2)
EBITDA $ m 41.9 46.1 44.2 50.0 54.9 57.2 59.5 65.3 67.9 70.6 77.5
Change in NWC $ m (0.2) (0.4) (0.2) (0.2) (0.5) (0.2) (0.2) (0.6) (0.3) (0.3) (0.7)
Cash flow available for debt service
(Cafds) $ m
41.7 45.7 44.0 49.8 54.5 56.9 59.2 64.7 67.7 70.4 76.8
Interest payment – Bond Facility $ m (10.6) (10.0) (9.0) (7.9) (6.9) (5.8) (4.8) (3.7) (2.6) (1.6) (0.5)
Principal repayment - Bond Facility $ m - (13.0) (13.0) (13.0) (13.0) (13.0) (13.0) (13.0) (13.0) (13.0) (13.0)
Interest payment – Additional Facility $ m (6.5) (6.2) (5.5) (4.9) (4.2) (3.6) (2.9) (2.3) (1.6) (1.0) (0.3)
Principal repayment - Additional Facility $ m - (8.0) (8.0) (8.0) (8.0) (8.0) (8.0) (8.0) (8.0) (8.0) (8.0)
Total Debt Service $ m (17.1) (37.2) (35.6) (33.8) (32.1) (30.4) (28.7) (27.0) (25.3) (23.6) (21.9)
Senior Credit Metrics
DSCR x 2.44x 1.23x 1.24x 1.47x 1.70x 1.87x 2.06x 2.40x 2.68x 2.99x 3.52x
Appendix C: NCPL Financial KPIs
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
NCPL Financial KPIs as of March, 2020
54
Revenue
$5.3m
EBITDA
Margin48.2%
Total
Asset
Size $24.5m
Cash
Position$10.4m
Appendix D: GPH Portfolio
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
GPH Portfolio
56
Nassau Cruise Port: Bond Facility Roadshow Presentation
May 2020
Strictly Confidential
9
Pier Extension