Viking Cruises Ltd Announces Commencement of Consent Solicitations for its 6.250% Senior Notes due 2025 and 5.875% Senior Notes due 2027

LOS ANGELES, Jan. 24, 2018 /PRNewswire/ -- Viking Cruises Ltd ("Viking") today announced that it is soliciting consents (collectively, the "Consent Solicitations") from holders of its outstanding 6.250% Senior Notes due 2025 (the "2025 Notes") and 5.875% Senior Notes due 2027 (the "2027 Notes" and, together with the 2025 Notes, the "Notes") to approve certain proposed amendments to the indenture governing the 2025 Notes (the "2025 Indenture") and a proposed amendment to the indenture governing the 2027 Notes (the "2027 Indenture").  The proposed amendments to the 2025 Indenture would substantially conform certain covenants, definitions and other terms in the 2025 Indenture with those contained in the 2027 Indenture.  The proposed amendment to the 2027 Indenture would allow Viking, for purposes of certain calculations therein, to give cumulative effect to certain changes in accounting principles.

Each Consent Solicitation will expire at 5:00 p.m., New York City time, on January 31, 2018, unless Viking extends such Consent Solicitation (such date and time with respect to such Consent Solicitation, as the same may be extended, the "Expiration Date").  Only holders of record of the applicable series of Notes at 5:00 p.m., New York City time, on January 23, 2018 are eligible to deliver consents to the proposed amendments to the Indenture governing such series of Notes.  With respect to each Consent Solicitation, consents that have been validly delivered may be validly revoked until, but not after, the earlier of the time at which the Requisite Consents (as defined below) for the applicable series of Notes have been obtained and the applicable Expiration Date. 

The consummation of each Consent Solicitation is not conditioned on the consummation of the other Consent Solicitation. Each Consent Solicitation is contingent upon the satisfaction of certain conditions, including, without limitation, the receipt of consents of holders of at least a majority of the aggregate principal amount of the respective series of Notes outstanding (with respect to each series of Notes, the "Requisite Consents") to the proposed amendments by the applicable Expiration Time.  If the proposed amendments are approved, the amendments will be binding on all holders of the applicable series of Notes, including those that did not deliver or revoked their consent, but only holders validly delivering their consent will receive the Consent Fee (as defined below).  If any of the conditions to a Consent Solicitation are not satisfied, Viking is not obligated to accept any consent in such Consent Solicitation.  Viking may, in its sole discretion, terminate, extend or amend each Consent Solicitation without terminating, extending or amending the other Consent Solicitation.

The consent payment (the "Consent Fee") is $2.50 per $1,000 principal amount for the 2025 Notes and $1.25 per $1,000 principal amount for the 2027 Notes.  The applicable Consent Fee will be paid to holders of record who validly consent and do not revoke such consent prior to the applicable Expiration Date, subject to satisfaction or waiver of all conditions to the applicable Consent Solicitation. No Consent Fee will be payable with respect to any consents received after the applicable Expiration Date.

None of Viking, its subsidiaries or affiliates, the Solicitation Agent or the Information and Tabulation Agent or the Trustee makes any recommendation as to whether holders of either series of Notes should consent or refrain from consenting to the proposed amendments.

This press release is not a solicitation of consents with respect to either series of Notes. The Consent Solicitations are being made solely pursuant to the Consent Solicitation Statement dated January 24, 2018 with respect to the 2025 Notes (the "2025 Consent Solicitation Statement"), and the Consent Solicitation Statement dated January 24, 2018 with respect to the 2027 Notes (the "2027 Consent Solicitation Statement"), which set forth the complete terms of the Consent Solicitations.

For a complete statement of the terms and conditions of the Consent Solicitations and the proposed amendments, holders of a series of Notes should refer to the 2025 Consent Solicitation Statement or the 2027 Consent Solicitation Statement, as applicable, which are being sent to all holders of record of the applicable series of Notes as of the record date.

Viking has retained BofA Merrill Lynch to act as Solicitation Agent in connection with the Consent Solicitations. Questions concerning the terms of the Consent Solicitations should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-9534 (collect). 

Requests for assistance in completing and delivering a consent form or requests for additional copies of the 2025 Consent Solicitation Statement and the 2027 Consent Solicitation Statement and the related consent forms should be directed D.F. King & Co, Inc., the Information and Tabulation Agent, at (800) 628-8528 (toll-free), (212) 269-5550 (collect) or [email protected] (e-mail).

Forward-Looking Statements

This press release contains statements regarding beliefs and expectations of the outcome of future events that are forward-looking statements, including, without limitation, statements with respect to the proposed amendments, the receipt of the Requisite Consents and the outcome of the Consent Solicitations. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Viking takes no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

About Viking Cruises Ltd

Viking offers destination-focused itineraries designed for experienced travelers who have an interest in geography, culture and history. Viking plans on operating a fleet of 69 vessels, offering scenic cruising along the rivers and oceans of the Americas, Asia, Australia, Europe, Russia, and Egypt. By 2019 the company will operate six 930-passenger ocean cruise ships and will sail itineraries in Scandinavia and the Baltic, the Western and Eastern Mediterranean, Asia, Australia, North America and the Caribbean.  

SOURCE Viking Cruises Ltd