HX Finance II AS – Announcement of comprehensive recapitalisation transaction

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:

1. injection of over EUR 250m of new money into the HX and HRN groups (as defined below);
2. 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;
3. the HX and HRN groups will have new ownership operating as standalone entities, with both businesses being owned by a consortium of existing investors;
4. full reinstatement of Existing SSNs by a new entity incorporated in UK with improved pricing and enhanced credit support from the HX group; and
5. 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. 

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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.