Genting Hong Kong, the Hong Kong listed company, and its creditors have agreed on a restructuring plan of the company, which remains subject to internal approval by certain stakeholders.

Genting Hong Kong owns Star Cruises and Crystal Cruises in full and is the biggest shareholders in Dream Cruise. 

“The Transaction is expected to be implemented as soon as practicable within the coming months following execution of long form documentation and satisfaction of certain commercial and legal conditions precedent specified therein,” the company said in a statement.]

It is based on the improved liquidity available to the group following the successful subscriptions by each of Ocean World Limited, a direct wholly-owned subsidiary of the company, and Darting Investment Holdings Ltd. for new shares in Dream Cruises Holding Limited, which is an indirect non-wholly owned subsidiary of the company.

Pursuant to this, $59,000,000 of new cash was raised and $247,927,911.75 of intercompany loans were set-off, as previously detailed.

Key terms of the settlement agreed include:

 (i) a new €215,000,000 subordinated secured loan facility and a €85,000,000 silent participation (being a form of lending which takes effect via provision of a limited-recourse equity stake to the lender in exchange for contribution of funding).

These will be provided by the Wirtschaftsstabilisierungsfonds (the “WSF”), being the German Economic Stablisation Fund, to MV Werften Holdings Limited (MVWH) , an indirect wholly-owned subsidiary of the company, and/or certain of its subsidiaries in order to fund the completion of the partially- completed Crystal Endeavor and Global Dream vessels and certain overhead costs.

This new €300,000,000 WSF Funding will be guaranteed by the company and certain wholly-owned subsidiaries of MVWH and secured by way of a composite security and guarantee package;

(ii) amendments to $981,050,000 of existing financial indebtedness of the Company (which represents all material existing financial indebtedness of the Company) to reflect the following:

(a) a material extension of maturity of the facilities; and

(b) a reduction in, and the harmonisation of, interest margins for up to 24 months;

(iii) suspension of amortisation payment requirements under $1,496,897,825 of separate secured financing arrangements entered into by Dream Cruises, Crystal Cruises and Star Cruises entities until the earlier of (a) 29 June 2023 and (b) the date falling 24 months after the date of implementation of the Transaction (the “Implementation Date”) along with consequential adjustments to each affected amortisation schedule,

(iv) retention of all guarantees and security under the Group’s existing financing arrangements, along with the implementation of appropriate limited credit enhancement arrangements including granting of new security and assignment of rights;

(v) continued provision for drawdowns under existing pre-delivery financing arrangements available to the Group in order to fund completion of construction of the partially-completed Global Dream vessel;

(vi) provision of a new committed €280,000,000 post-delivery financing facility on substantially standard market terms in respect of the Crystal Endeavor vessel by certain existing lenders to the Group. This facility will be guaranteed by the company;

(vii) suspension of financial covenant testing under all of the Group’s existing financing arrangements which contain financial covenants until the earlier of (a) 29 June 2023 and (b) the date falling 24 months after the Implementation Date, other than in respect of a minimum liquidity covenant which will be reset to an appropriate level; and

(viii) a full reset of all existing financial covenants with effect from 29 June 2023 to reflect appropriate ratios for the purposes of facilitating a fully funded business plan aligned with anticipated market recovery.

In addition, pursuant to the terms of the Transaction, the Company and/or its subsidiaries shall seek to raise at least $154,000,000 of additional liquidity by 31 December 2021. Should the Company and/or its subsidiaries be unsuccessful in raising this additional liquidity, the Company will pursue additional liquidity-raising transactions, including:

(i) an equity financing of the Company for a value of not less than $30,000,000; and

(ii) entry by the Company and certain wholly-owned subsidiaries of MVWH into conditional, committed standby loan facilities provided by the State of Mecklenburg Vorpommern and the WSF in an aggregate amount of $124,000,000.

“Implementation of the Transaction is conditional upon execution by all relevant parties of definitive documentation and satisfaction of certain commercial and legal conditions precedent.The Company and its advisers are working diligently towards the implementation and consummation of the Transaction as soon as practicable and will continue to keep the Company’s shareholders, creditors, other stakeholders and potential investors updated by way of further announcement(s) as and when appropriate,” Genting Hong Kong said.