Viking Cruises Ltd Announces Commencement of Consent Solicitations for 6.250% Senior Notes due 2025, 13.000% Senior Secured Notes due 2025 and 5.875% Senior Notes due 2027 issued by Viking Cruises Ltd and 5.000% Senior Secured Notes due 2028 issued by Viking Ocean Cruises Ltd

LOS ANGELES, Oct. 25, 2021 /PRNewswire/ -- Viking Cruises Ltd ("VCL") today announced that it and its wholly owned subsidiary Viking Ocean Cruises Ltd ("VOC") are soliciting consents (collectively, the "Consent Solicitations", and each, a "Consent Solicitation") from holders of the outstanding 6.250% Senior Notes due 2025 (the "2025 Notes"), 13.000% Senior Secured Notes due 2025 (the "2025 Secured Notes") and 5.875% Senior Notes due 2027 (together with the 2025 Notes and the 2025 Secured Notes, the "VCL Notes") issued by VCL and the outstanding 5.000% Senior Secured Notes due 2028 (the "VOC Notes", and together with the VCL Notes, the "Notes") issued by VOC.  References to "Viking" refer in the alternate to, in the context of the VCL Notes, VCL, and in the context of the VOC Notes, VOC.

Viking seeks to approve certain proposed amendments to the indentures governing each series of Notes (collectively, the "Indentures").  The proposed amendments would conform certain definitions in the Indentures with those contained in the indentures governing the 7.000% Senior Notes due 2029 recently issued earlier this year by VCL and the 5.625% Senior Secured Notes due 2029 recently issued earlier this year by Viking Ocean Cruises Ship VII Ltd, a wholly owned subsidiary of VCL, which will allow Viking to more efficiently operate its business, remove administrative burden relating to accounting changes and expand its business, particularly with respect to the Viking Mississippi River product. Specifically, the proposed amendments would extend an existing category of permitted indebtedness to include charter liabilities associated with Mississippi River vessels and other ships that are operated under the Viking brand.  The proposed amendments would also give effect to IFRS 16 for accounting for leases for purposes of certain calculations in the Indentures.

Each Consent Solicitation will expire at 5:00 p.m., New York City time, on November 1, 2021, 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 October 22, 2021 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 conditioned on the consummation of the other Consent Solicitations. Each Consent Solicitation is contingent upon the satisfaction of certain other 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, waive any condition, extend or amend each Consent Solicitation without terminating, extending or amending the other Consent Solicitation.

The consent payment (the "Consent Fee") is $1.00 per $1,000 principal amount for each series of 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, the Information and Tabulation Agent, the Trustee or the Notes Collateral Agent makes any recommendation as to whether holders of any 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 any series of Notes. The Consent Solicitations are being made solely pursuant to the Consent Solicitation Statement, dated October 25, 2021, which sets forth the complete terms of each Consent Solicitation.

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 Consent Solicitation Statement, which is being sent to all holders of record of the applicable series of Notes as of the record date.

Viking has retained Wells Fargo Securities, LLC ("Wells Fargo Securities") to act as Solicitation Agent in connection with the Consent Solicitations. Questions concerning the terms of the Consent Solicitations should be directed to Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4759 (collect) or via email at [email protected].

Requests for assistance in completing and delivering consents or requests for additional copies of the Consent Solicitation Statement 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

Viking was founded in 1997 and provides destination-focused journeys on rivers, oceans and lakes around the world. Designed for experienced travelers with interests in science, history, culture and cuisine, Chairman Torstein Hagen often says Viking offers guests The Thinking Person's Cruise® in contrast to mainstream cruises. With more than 250 awards to its name, Viking has been rated the #1 River Cruise Line and #1 Ocean Cruise Line by Condé Nast Traveler in the publication's 2021 Readers' Choice Awards. Viking has also been consistently rated the #1 ocean cruise line and one of the best river cruise lines in Travel + Leisure's "World's Best" Awards.

SOURCE Viking Cruises Ltd