Hornblower Group to Be Acquired and Receive Significant New Equity Investment

Strategic Value Partners to Become Majority Owner of Company, with Crestview Partners Retaining Significant Ownership

Agreement with Investors Provides for $121 Million in New-Money Financing to Support Ongoing Operations and Total Debt Reduction of Approximately $720 Million

Company's Global Land- and Water-Based Experiences and Transportation Services Are Continuing as Usual and Performing Well with Strong and Growing Demand

American Queen Voyages, Hornblower's Overnight Cruise Business, Will Be Sold or Wound Down, as that Division Has Not Recovered from the Pandemic

Crestview Partners Will Become Sole Owner of Journey Beyond, the Leading Experiential Travel Group in Australia

NEW YORK, Feb. 21, 2024 /PRNewswire/ -- Hornblower Group ("Hornblower" or the "Company") today announced that it has entered into an agreement with its investors that will strengthen the Company's financial foundation and position Hornblower for a successful future. Under the terms of the agreement, funds managed by Strategic Value Partners, LLC and its affiliates (together, "SVP"), a global alternative investment firm, will acquire majority ownership of Hornblower and provide a significant equity investment in the business. Crestview Partners ("Crestview") will retain a significant minority position in Hornblower and become the sole owner of Journey Beyond, a stand-alone operating unit of Hornblower and the leading experiential travel provider in Australia. The agreement also provides for Hornblower to receive $121 million in new-money financing from SVP-managed funds and Crestview, and the Company's total debt will be reduced by approximately $720 million.

In connection with the agreement, Hornblower's overnight cruising business American Queen Voyages ("AQV") will be sold or, if a sale cannot be achieved, its operations will be wound down. Hornblower is taking this action because of the underperformance of AQV, which has not rebounded from the pandemic.

These collective actions will enable Hornblower to move ahead with a more focused portfolio, stronger balance sheet and additional financial flexibility, well-positioned to continue driving growth in its core land- and water-based experiences businesses. These core businesses are delivering excellent results and serving thousands of guests every day.

"Building on our commitment to deliver amazing experiences for our guests, Hornblower has grown to become a global leader in world-class experiences and transportation," said Kevin Rabbitt, Chief Executive Officer, Hornblower Group. "We have strong relationships with our government agency and business partners, and our core businesses are performing well with robust and growing demand."

Mr. Rabbitt added, "The steps we are taking today will enable us to address AQV and strengthen our financial foundation as we continue serving our guests and commuters around the world. With the support of our financial stakeholders, we will continue to advance our business initiatives and drive growth. We thank the entire Hornblower team for their hard work and dedication, as well as our vendors and partners across our businesses for their continued support."

David Geenberg, Co-Head of the North American Investment Team at SVP, said, "Hornblower is an outstanding company and a market leader in water-based transportation, tours and experiences, with complementary businesses and long-term contracts in attractive markets. With substantial growth potential in travel and tourism, we see significant opportunities ahead for Hornblower to further expand its leadership position. We look forward to working closely with the leadership team to help support the Company's strong operating staff, excellent service and exceptional guest experiences as we usher in Hornblower's next era of success."

Brian Cassidy, President of Crestview, added, "This transaction is an important step in ensuring Hornblower's future success, and we are enthusiastic about partnering with SVP on the Company's next growth chapter post-COVID. We are also excited about being the sole owner of Journey Beyond, which has incredible growth opportunities ahead."

Information for Guests, Commuters and Customers

Outside of AQV, Hornblower's current services will not be impacted in any way by the transaction:

• All services are operating as usual and running on their normal schedules.
• Booked trips, excursions, private events and charters, dining and sightseeing cruises, tours and activities and other experiences are continuing as planned.
• Guests and commuters can purchase tickets, make reservations, book groups and private events, participate in excursions and utilize transportation services as usual.

Hornblower is continuing to serve its B2B partners and customers as usual:

• The Anchortm all-in-one ticketing & operating system is supporting partners and customers in their seamless digital journey as normal. Anchor Operating System, LLC is a subsidiary of Hornblower Group and an independent entity.

Journey Beyond is operating normally and continuing to serve guests as usual.

Implementing the Agreement

To efficiently implement the agreement and ensure an orderly sale or wind-down of AQV, Hornblower and certain of its affiliates have initiated a voluntary court-supervised and pre-arranged process under Chapter 11 of the U.S. Bankruptcy Code. Due to the overwhelming support of its investors, Hornblower expects to move through this process on an accelerated basis and emerge from Chapter 11 in approximately four months.

In connection with this process, Hornblower has received a commitment for $300 million in debtor-in-possession ("DIP") financing from Deutsche Bank Private Credit & Infrastructure to refinance the Company's existing superpriority term loan, in addition to the $121 million in new-money financing from SVP-managed funds and Crestview. Following court approval, this new financing, combined with cash generated from ongoing operations, is expected to support the business during the court-supervised process.

Separately, the Company is commencing ancillary proceedings in Canada under the Companies' Creditors Arrangement Act (CCAA) seeking recognition of the U.S. Chapter 11 proceedings in Canada.

Journey Beyond is not included in the court-supervised process.

Additional Information

Additional information is available at www.HornblowerRestructuring.com. Court filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, Omni Agent Solutions, at https://omniagentsolutions.com/Hornblower; by calling Omni representatives toll-free at (888) 504-8055, or (747) 263-0163 for calls originating outside of the U.S. or Canada; or by emailing [email protected].

Hornblower has ensured that appropriate information and resources are available for AQV customers. For information about AQV refunds, please visit www.AQVrefunds.com. Additional information, including FAQs, is available at www.AQVinfo.com, or by calling toll-free (888) 202-5784, or (747) 288-6437 for calls originating outside of the U.S. or Canada.

For EPK media assets, including photos and b-roll, click here.

Advisors

Guggenheim Securities, LLC is serving as investment banker to Hornblower, Alvarez & Marsal North America, LLC is serving as financial advisor, Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel and Porter Hedges LLP is serving as co-counsel.

Perella Weinberg Partners LP is serving as investment banker to SVP and other Hornblower lenders, FTI Consulting, Inc. is serving as financial advisor and Milbank LLP is serving as legal advisor.

PJT Partners is serving as financial advisor to Crestview, Davis Polk & Wardwell LLP is serving as legal counsel and Vinson & Elkins LLP is serving as co-counsel.

About Hornblower Group

Hornblower Group is a global leader in experiences and transportation.?Hornblower Group's corporate businesses are comprised of two premier experience divisions: City Experiences,?its land- and water-based experiences as well as ferry and transportation services; and?Journey Beyond, Australia's leading experiential travel group. Spanning a 100-year history, Hornblower Group's portfolio of international offerings includes water-based experiences (dining and sightseeing cruises), land-based experiences (walking tours, food tours and excursions), overnight experiences (cruises and railways) and ferry and transportation services.?Hornblower Marine, a subsidiary of Hornblower Group, provides vessel outhaul and maintenance services at Bridgeport Boatworks in Bridgeport, Connecticut. Additionally, Anchor Operating System, LLC, a subsidiary of Hornblower Group and independent entity, provides reservation, ticketing and website integration services for clients in the transportation, tourism and entertainment industries. Today, Hornblower Group's global portfolio covers 114 countries and territories, 125 U.S. cities and serves more than 30 million guests annually. Headquartered in San Francisco, California, Hornblower Group's additional corporate offices reside in Adelaide, Australia; Boston, Massachusetts; Chicago, Illinois; London, United Kingdom; New York, New York; Dublin, Ireland; and across Ontario, Canada.??For more information, visit hornblowercorp.com.

About SVP

SVP is a global alternative investment firm that focuses on special situations, private equity, opportunistic credit, and financing opportunities. The firm uses a combination of sourcing, financial and operational expertise to help its portfolio companies unlock value and accelerate their businesses. SVP has significant influence or control with respect to more than 15 businesses around the world, which have approximately 100,000 employees and over $12 billion in revenues. The firm invests in a broad range of sectors including significant experience in travel and transportation, with influence or control of leading global businesses including major toll roads, an aircraft manager and lessor, and an airport services company. Today, SVP manages over $18 billion in assets under management, and since inception, has invested more than $47 billion of capital. The firm has approximately 200 employees, including more than 90 investment professionals, across its main offices in Greenwich (CT) and London, and additional offices in New York and Tokyo. Learn more at www.SVPGlobal.com.

About Crestview

Founded in 2004, Crestview is a private equity firm focused on the middle market. The firm is based in New York and manages funds with approximately $10 billion of aggregate capital commitments. The firm is led by a group of partners who have complementary experience and distinguished backgrounds in private equity, finance, operations and management. Crestview has senior investment professionals focused on sourcing and managing investments in each of the specialty areas of the firm: media, industrials and financial services. For more information, please visit www.crestview.com.

About DB PCI

Deutsche Bank Private Credit & Infrastructure business is Deutsche Bank's US-based balance sheet lending platform. DB PCI provides financing to bank clients including corporates, projects and alternative investment managers using bank capital. DB PCI has a wide mandate to underwrite loan facilities including bridge, term and construction loans, as well as letters of credit, with a focus on middle market direct lending, digital and conventional infrastructure, operational real estate, venture debt and fund finance. In the last 8 years PCI has underwritten transactions in excess of $30bn and currently maintains over $18Bn in balances outstanding.

Forward-Looking Statements

This press release contains various forward-looking statements within the meaning of US federal securities laws, that reflect management's current expectations or beliefs regarding future events and results of operations, including Hornblower's Chapter 11 proceedings, statements concerning the ultimate impact of the proposed restructuring on the Company and its business, and ongoing business prospects. They include statements that include words such as "expect," "intend," "believe" "anticipate" and similar words or expressions. Forward-looking statements in this press release include, but are not limited to, statements regarding Hornblower's ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 proceedings; Hornblower's intention to continue operations during the Chapter 11 proceedings and its ability to fund its post-petition operations; statements about Hornblower's plans to sell assets of AQV pursuant to Chapter 11 of the Bankruptcy Code and the extent and timing of any such sales and wind-down; Hornblower's ability to fulfil its obligations under the statute contract; and other statements regarding Hornblower's strategy and future operations, performance and prospects, among others. These statements are based on numerous assumptions and are subject to known and unknown risks and uncertainties. Actual future results may vary materially from those expressed or implied in these forward-looking statements, and our business, financial condition and results of operations could be materially and adversely affected by numerous factors. As a result, forward-looking statements should be understood to be only predictions and statements of our current beliefs and are not guarantees of performance. Hornblower undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Hornblower

Melissa Gunderson
Senior Vice President, Global Communications and Brand
Hornblower Group
[email protected] 

OR

Michael Freitag / Aaron Palash / Aura Reinhard
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

SVP

Liz Bruce
Managing Director, Head of Communications and Brand
[email protected]

Crestview

Jeffrey Taufield / Daniel Yunger
Kekst CNC
212-521-4800
[email protected] / daniel.yunger@kekstcnc.com

SOURCE Hornblower Group