Hurtigruten Newco AS – Announcement of comprehensive recapitalisation transaction

28 Nov 2024 23:00 CET

Hurtigruten Newco AS (the “Company”, and Hurtigruten Group AS together with its
subsidiaries, the “Group”) have entered into lock-up agreements with certain of
its investors for a comprehensive recapitalisation transaction for the Group
(the “Transaction”), which, subject to satisfaction of certain conditions
precedent and obtaining requisite creditor support, is targeted to be
implemented in January 2025.

As at 28 November 2024, the Transaction has the support of a significant
majority of the Group’s stakeholders.

Key highlights of the Transaction include:

(i) injection of over EUR 250m of new money into the HX and HRN groups (as
defined below);

(ii) completion of the legal separation of the Group’s expeditions business
(“HX”) and Norwegian cruise business (“HRN”) into two separate businesses and
groups, with new independent legal and governance structures at each business;

(iii) the HX and HRN groups will have new ownership operating as a standalone
entities, with both businesses being owned by a consortium of existing
investors;

(iv) full reinstatement of the 3.375% senior secured EUR 300,000,000 bonds
2020/2025 with ISIN NO0010874548 originally issued by HX Finance II AS (formerly
known as Explorer II AS) (the “Existing SSNs”) by a new entity incorporated in
UK with improved pricing and enhanced credit support from the HX group; and

(v) extension of debt maturities to 2030 and beyond.

As part of the Transaction it is contemplated that the Company will relinquish
ownership of the Group. The Transaction will not result in any disposal proceeds
being paid to the Company. Investors of the Company will, on certain terms and
for a certain period following closing of the Transaction (the details of which
are still under negotiation), have an option to acquire the HRN and HX groups
from the new owners. Please contact the Company for further details on such
option.

The Group has obtained an EUR 50m interim financing to provide the Group with
sufficient time to implement the Transaction in January 2025.

The Transaction and related contemplated transactions are permitted under the
Company’s financing agreements.

For further information, please see the presentation published together with
this announcement and the Company’s website for further information.

PJT Partners acts as financial adviser to the Group. Kirkland & Ellis
International LLP and Advokatfirmaet BAHR AS act as legal advisers to the Group.


Perella Weinberg Partners acts as financial adviser to the consortium of
investors acquiring the Group. Milbank LLP and Advokatfirmaet Thommessen AS act
as legal to the acquiring consortium of investors acquiring the Group.

***

For further information, please contact:

Investor Relations team: Investor.Relations@hurtigruten.com

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act.

More information:
Access the news on Oslo Bors NewsWeb site

633458_2024-11-28 - Business Update.pdf
633458_OSE press release - Newco - 28.11.24.pdf