HX Finance II AS - Summons for a written resolution to amend existing bond terms

05 Dec 2024 17:50 CET

Oslo, 5 December 2024

Reference is made to the stock exchange notice by HX Finance II AS (formerly
known as Explorer II AS) (the "Company") on 28 November 2024 (the "Stock
Exchange Notice") regarding the comprehensive recapitalization transaction of
the Group (as defined in the Stock Exchange Notice).

The Company announces that it has issued a summons for a written resolution in
respect of the 3.375% senior secured EUR 300,000,000 bonds 2020/2025 with ISIN
NO0010874548 originally issued by the Company (the "Bonds"), to request the
consent if holders of the Bonds (the "Bondholders") to make amendments to the
bond agreement (the "Bond Transaction") in connection with this recapitalization
transaction, as further set out in the attached summons.

The key highlights of the Bond Transaction include:

i. full reinstatement of the Bonds with improved pricing, improved call
protection and enhanced credit support;
ii. completion of the legal separation of the Group's expeditions business
("HX") and Norwegian cruise business ("HRN") into two separate businesses and
groups (the "HRN Group" and "HX Group" respectively);
iii. the Bonds to be issued by a new entity incorporated in UK within HX Group,
the vessels that currently secure (and will continue to secure) the Bonds to be
obligations of the HX Group with the Bonds being supported by additional
collateral and guarantees from HX Group companies;
iv. injection of over EUR 140m of new money into the HX Group, ranking behind
the Bonds;
v. release of guarantees held by creditors to the HRN Group over the new Bond
issuer and other HX Group companies (corresponding release of guarantees of
Bonds from HRN Group companies); and
vi. extension of debt maturities within the HX Group.

The Bondholders who consent to the Bond Transaction by submitting a duly
executed voting undertaking by 5.00pm (London time) on 18 December 2024 will
receive a cash consent fee equal to 0.50% of the nominal amount of outstanding
bonds held by each such consenting Bondholder, as further set out in the
attached summons.

For further background and details of the proposed resolution, please see the
attached summons.

Please also contact PJT Partners at projectorca@pjtpartners.com for access to
(i) a management presentation setting out the commercial rationale for the Bond
Transaction; and (ii) a conference call, hosted by James McArthur (HX Group
CFO), at 09:00 GMT / 10:00 CET on Tuesday, 10 December 2024.

Evidence of Bond holding will need to be provided to PJT Partners prior to
receiving access to the management presentation and the management call.

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 Bond Transaction (the "AHG"). Milbank LLP
and Advokatfirmaet Thommessen AS act as legal advisers to the AHG.

More information:
Access the news on Oslo Bors NewsWeb site

633992_OSE_press_release_HX_Finance_II_AS_Summons_05_12_2024.pdf
633992_NO0010874548_SB_20241205.pdf