Business Combination

On July 31, 2018, we acquired a 66.7% equity stake in Silversea Cruises enhancing our presence in the ultra-luxury and expedition markets and providing us with an opportunity to drive long-term capacity growth in these markets.

The purchase price consisted of $1.02 billion in cash, net of assumed liabilities, and contingent consideration that can range from zero up to a maximum of approximately 472,000 shares of our common stock, and is payable upon achievement of certain 2019-2020 performance metrics by Silversea Cruises. The fair value of the contingent consideration at the acquisition date was $44.0 million and was recorded within Other liabilities in our consolidated balance sheets. Subsequent changes to the fair value of the contingent consideration are recorded in our results of operations in the period of the change. Refer to Note 17. Fair Value Measurements and Derivative Instruments for further information on the valuation of the contingent consideration.

To finance a portion of the purchase price, we entered into and drew in full on a $700 million credit agreement. Refer to Note 9. Debt for further information on the credit agreement. The remainder of the transaction consideration was financed through the use of our revolving credit facilities.

We have accounted for this transaction under the provisions of ASC 805, Business Combinations. The purchase price for the Silversea Cruises acquisition was allocated based on preliminary estimates of the fair value of assets acquired and liabilities assumed at the acquisition date, with the excess allocated to goodwill. Goodwill is not deductible for tax purposes and consisted primarily of the opportunity to expand our cruise operations in strategic growth areas.

For reporting purposes, beginning with our fourth quarter 2018, we included Silversea Cruises’ results of operations on a three-month reporting lag from the acquisition date through September 30, 2018. We have included Silversea Cruises' balance sheet as of September 30, 2018 in our consolidated balance sheet as of December 31, 2018. Refer to Note 1. General for further information on this three-month reporting lag.

The following table summarizes the purchase price allocation based on preliminary estimated fair values of the assets acquired and liabilities assumed related to the Silversea Cruises acquisition as of July 31, 2018. We have not finalized the allocation of the purchase price as it requires extensive use of accounting estimates and valuation methodologies in the determination of such fair values.



(in thousands)	Estimated Fair Value as of Acquisition Date (as Previously Reported)		Measurement Period Adjustments ⁽¹⁾			Estimated Fair Value as of Acquisition Date (as Adjusted)
Assets
Cash and cash equivalents	$	103,865	$	—		$	103,865
Trade and other receivables, net	5,640		1,523			7,163
Inventories	19,004		(673		)	18,331
Prepaid expenses and other assets⁽²⁾	119,920		576			120,496
Derivative financial instruments	2,886		—			2,886
Property and equipment, net⁽³⁾	1,109,467		4,803			1,114,270
Goodwill	1,086,539		3,471			1,090,010
Other assets⁽⁴⁾	494,657		3,800			498,457
Total assets acquired	2,941,978		13,500			2,955,478
Liabilities
Current portion of long-term debt⁽⁵⁾	26,851		—			26,851
Accounts payable	36,960		—			36,960
Accrued interest	1,773		—			1,773
Accrued expenses and other liabilities	80,571		1,960			82,531
Customer deposits	453,798		—			453,798
Long-term debt⁽⁵⁾	727,935		—			727,935
Other long-term liabilities	12,320		11,540			23,860
Total liabilities assumed	1,340,208		13,500			1,353,708
Redeemable noncontrolling interest⁽⁶⁾	537,770		—			537,770
Total purchase price	$	1,064,000	$	—		$	1,064,000


(1)	As a result of additional information obtained about facts and circumstances that existed as of the acquisition date, we recorded measurement period adjustments during the fourth quarter of 2018, which resulted in a net increase to Goodwill of $3.5 million.


(2)	Amount includes $32.0 million of cash held as collateral with credit card processors as of July 31, 2018.


(3)	Property and equipment, net includes two ships under capital lease agreements amounting to $156.0 million as of July 31, 2018. The respective capital lease liabilities are reported within Long-term debt. Refer to Note 9. Debt for further information on the capital lease financing arrangements.


(4)	Amount includes $494.6 million of intangible assets. Refer to Note 6. Intangible Assets for further information on the intangible assets acquired.


(5)	Refer to Note 9. Debt for further information on long-term debt assumed.


(6)	Refer to Note 10. Redeemable Noncontrolling Interest for further information on the redeemable noncontrolling interest recorded.

Similar to our other ship-operating and vessel-owning subsidiaries, Silversea Cruises is currently exempt from U.S. corporate tax on U.S. source income from the international operation of ships pursuant to Section 883 of the Internal Revenue Code. Additionally, the deferred tax liability recognized in connection with the acquisition of Silversea Cruises was not material to our consolidated financial statements and there were no net operating losses recognized as of December 31, 2018.

For the year ended December 31, 2018, Total revenues and Net Income in our consolidated statements of comprehensive income (loss) include $130.1 million and $3.3 million, respectively, of revenues and net income from Silversea Cruises since the date of acquisition through September 30, 2018. For the year ended December 31, 2018, our results of operations also include transaction-related costs of $31.8 million, which were included primarily within Marketing, selling and administrative expenses in our consolidated statements of comprehensive income (loss).

Pro-forma financial results relating to the Silversea Cruises acquisition are not presented, as this acquisition is not material to our consolidated results of operations.