Silversea Cruises Announces Consent Solicitation With Respect To Silversea Finance's 7.250% Senior Secured Notes Due 2025

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Jan 28, 2019, 16:47 ET

MIAMI, Jan. 28, 2019 /PRNewswire/ -- Silversea Cruises announced today that its subsidiary, Silversea Cruise Finance Ltd. ("Silversea Finance"), has commenced a consent solicitation ("Consent Solicitation") with respect to its 7.250% Senior Secured Notes due 2025 (CUSIP Nos. 82845LAA8 (Rule 144A) and P9000L AA5 (Reg S)) (the "Notes").

On July 31, 2018, Royal Caribbean Cruises Ltd. ("Royal Caribbean") acquired a 66.7% equity stake in Silversea Cruises from Silversea Cruises Group Ltd.

The purpose of the Consent Solicitation is to amend the indenture governing the Notes (the "Indenture") so that in the event that, and for as long as, (i) the Notes are given and maintain an investment grade rating from both Moody's Investors Service, Inc. and Standard & Poor's Ratings Group and (ii) Royal Caribbean beneficially owns, directly or indirectly, in excess of 50% of the outstanding shares of Silversea Cruises, certain covenants in the Indenture will be suspended which, upon satisfaction of such conditions, will more closely align the Indenture with the Royal Caribbean indenture (the "Proposed Amendment").

Full details of the terms and conditions of the Consent Solicitation are included in the consent solicitation statement, dated January 28, 2019.

Subject to receiving the requisite consents and satisfaction or waiver of all of the conditions to the Consent Solicitation, each holder of record as of 5:00 p.m., New York City time, on January 25, 2019 (the "Record Date") who validly delivers (and does not validly revoke) its consent prior to the expiration of the Consent Solicitation will receive a cash payment of $2.50 for each $1,000 in aggregate principal amount of Notes it has consented (the "Consent Fee"). The Consent Fee will be paid promptly following the Expiration Date and the satisfaction or waiver of the other conditions.

Adoption of the proposed amendments requires the consent of the holders of at least a majority of the aggregate principal amount of the Notes. In order to participate in the Consent Solicitation, a holder must deliver its consent in advance of the expiration time, which is 5:00 p.m., New York City time, on February 1, 2019 (as it may be amended or extended by Silversea Finance, the "Expiration Date").

Beneficial owners who wish to participate in the consent solicitation must promptly instruct their brokers, dealers, custodians or other intermediaries to deliver a consent on its behalf to the tabulation agent in accordance with The Depository Trust Company's Automated Tender Offer Program's procedures, in advance of the expiration time as such brokers, dealers, custodians or other intermediaries will require an earlier deadline to receive their instructions.

The Proposed Amendment will be effected through a supplemental indenture, to be executed promptly after receipt of the requisite consents. Holders will not be able to revoke their consents after the supplemental indenture is executed, which may occur prior to the Expiration Date. The Proposed Amendment will become effective immediately upon execution of the supplemental indenture, but will not become operative until payment of the Consent Fee.

Silversea Finance in its sole discretion may terminate the Consent Solicitation without the obligation to make any cash payment at any time, whether or not the requisite consents have been received.

Silversea Finance has engaged BofA Merrill Lynch to act as solicitation agent and Global Bondholder Services Corporation to act as the information and tabulation agent in connection with the Consent Solicitation. Additional information concerning the terms and conditions of the Consent Solicitation may be obtained from BofA Merrill Lynch by calling (888) 292-0070 (toll-free) or (980) 388-3646. Requests for assistance in submitting consents or requests for additional copies of the consent solicitation statement and related documents should be directed to Global Bondholder Services Corporation by calling (212) 430-3774 (banks and brokers collect) or (866) 794-2200 (all others toll-free) or by email at [email protected].

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This press release is also not a solicitation of consents with respect to the Proposed Amendment or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this release constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements regarding (i) the Proposed Amendment and the execution of the supplemental indenture giving effect thereto and (ii) the expected payment of the Consent Fee. Words such as "anticipate," "believe," "could," "driving," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek," "should," "will," "would," and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management's current expectations, are based on judgments, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to us on the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Silversea

Silversea Cruises, in which Manfredi Lefebvre d'Ovidio serves as Executive Chairman, is recognized as an innovator in the ultra-luxury cruise line industry, offering guests large-ship amenities aboard its intimate, all-suite vessels: Silver Wind, Silver Shadow, Silver Whisper, Silver Spirit and Silver Muse – all designed to offer an atmosphere of conviviality and casual elegance. With the inclusion of the expedition ships Silver Explorer, Silver Galapagos, Silver Discoverer, and with Silver Cloud recently joining the Expedition fleet, Silversea's itineraries encompass all seven continents and feature worldwide luxury cruises to the Mediterranean, Caribbean, both Polar Regions and hundreds of fascinating destinations in between. Silversea is also looking forward to the launch of five new ultra-luxury ships.

SOURCE Silversea Cruises