LOS ANGELES, Sept. 20, 2017 /PRNewswire/ -- Viking Cruises Ltd ("Viking") today announced that it has completed a private offering of $550 million aggregate principal amount of 5.875% Senior Notes due 2027 (the "New Notes"). Viking intends to use the net proceeds of the New Notes, together with available cash (if necessary), to fund its previously announced cash tender offer for any and all of its outstanding 8.50% Senior Notes due 2022 (CUSIP Nos. 92676XAA5, G9363BAA8) (the "2022 Notes"), the planned redemption of the 2022 Notes, the planned satisfaction and discharge of the indenture governing the 2022 Notes and related fees and expenses.
The New Notes were offered and sold in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act and may not be offered or sold without registration unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and all applicable state laws.
Viking also announced today the expiration and settlement of its previously announced cash tender offer for any and all of its outstanding 2022 Notes. The tender offer was made pursuant to the Offer to Purchase dated September 12, 2017 and a related Notice of Guaranteed Delivery (as they may be amended or supplemented from time to time, the "Tender Offer Documents").
The tender offer expired at 5:00 p.m., New York City time, on September 19, 2017 (the "Expiration Date"). An aggregate principal amount of $385,584,000 of 2022 Notes, representing approximately 73.4% of the aggregate principal amount of 2022 Notes outstanding, were validly tendered and not withdrawn in the tender offer, which amount excludes $19,000.00 of aggregate principal amount of 2022 Notes that remain subject to guaranteed delivery procedures. Viking accepted all 2022 Notes validly tendered and not withdrawn in the tender offer on September 20, 2017. Viking paid cash consideration of $1,047.70 per $1,000 principal amount of 2022 Notes tendered in the tender offer, plus accrued and unpaid interest from and including the most recent interest payment date, up to, but excluding, the settlement date for the tender offer.
In addition, Viking plans to deliver a notice of redemption for any 2022 Notes that were not tendered and accepted for purchase pursuant to the tender offer. Any redemption would be made solely pursuant to the notice of redemption delivered pursuant to the indenture governing the 2022 Notes and the information in this press release is qualified in its entirety by such notice.
This press release is for informational purposes only and does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 2022 Notes, nor does it constitute an offer or solicitation to sell or buy any security. No such offer or solicitation will be made in any jurisdiction in which such offer or solicitation would be unlawful.
Information Relating to the Tender Offer
Wells Fargo Securities, LLC ("Wells Fargo Securities") acted as Dealer Manager for the tender offer. Questions regarding the terms of the tender offer may be directed to Wells Fargo Securities, toll-free at (866) 309-6316 or collect at (704) 410-4759. D.F. King & Co., Inc. acted as the Information Agent for the tender offer. The Tender Offer Documents may be obtained from D.F. King & Co., Inc., free of charge, by calling toll-free at (800) 628-8528 (bankers and brokers can call collect at (212) 269-5550) or by email at email@example.com. The full details of the tender offer are included in the Tender Offer Documents, which are available at http://www.dfking.com/vcl.
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 use of proceeds of the New Notes, the tender offer of the 2022 Notes and the redemption of the 2022 Notes. 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 currently operates a fleet of 60 vessels, offering scenic cruising along the rivers and oceans of the Americas, Europe, Russia, Egypt, China, and Southeast Asia. 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.
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SOURCE Viking Cruises Ltd