HX Finance II AS - Announcement of comprehensive recapitalisation transaction

28 Nov 2024 22:59 CET

Hurtigruten Newco AS, HX Finance II AS (formerly known as Explorer II AS) (the
"Company") and Hurtigruten Group AS (together with its subsidiaries (including
the Company), the "Group") have entered into lock-up agreements with certain of
their 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, including a majority of bondholders under
the 3.375% senior secured EUR 300,000,000 bonds 2020/2025 with ISIN NO0010874548
originally issued by the Company (the "Existing SSNs").

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 standalone
entities, with both businesses being owned by a consortium of existing
investors;
iv. full reinstatement of 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.

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

The Company intends to issue a summons under the Existing SSNs for a
bondholders' meeting or written resolution in connection with the Transaction in
due course.

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 an ad hoc group of
Existing SSN holders supporting the Transaction (the "AHG"). Milbank LLP and
Advokatfirmaet Thommessen AS act as legal advisers to the AHG.

***

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

633457_OSE_press_release_E2_28_11_2024.pdf
633457_2024_11_28_Business_Update.pdf