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Published on 4/15/2024 in the Prospect News Distressed Debt Daily.

Hornblower Cruises seeks approval of amended exit financing

By Sarah Lizee

Olympia, Wash., April 15 – Hornblower Cruises and Events, Inc. is seeking approval of amended and restated exit financing, according to a motion filed Friday with the U.S. Bankruptcy Court for the Southern District of Texas.

The company said that as a result of negotiations between the debtors, an informal group of creditors and Deutsche Bank AG New York Branch, the debtors entered into amended and restated facility letters.

Hornblower said it can now upsize the exit term loan facility to $320 million from $300 million via the amendment.

The incremental starter prong was increased to 100% EBITDA. It was previously 75% EBITDA under the original exit term sheet.

The junior debt ratio basket was loosened to no greater than the secured net leverage ratio that is 0.25x greater than the closing date secured net leverage ratio. It was previously limited to no greater than the secured net leverage ratio as of the closing date.

The amendment also removed the right of first offer with respect to any incremental term loan facility.

The use of proceeds was expanded to any general corporate purpose. It was previously limited to capital expenditures and permitted investments.

The guarantor package was narrowed to specifically exclude certain subsidiaries in some foreign jurisdictions and limited to material subsidiaries.

The interest rate now includes a reduction of 25 basis points upon achieving a first-lien net leverage ratio of 0.50x inside of the first-lien net leverage ratio as of the closing date.

The amendment also provides for expanded reinvestment rights and negotiated covenant baskets agreed among the parties.

Hornblower is a San Francisco-based cruise and event company. The company filed bankruptcy on Feb. 21 under Chapter 11 case number 24-90087.


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