Hornblower Group to Be Acquired by SVP and Receive New Equity Investment

Paul, Weiss is advising Hornblower Group, a global leader in experiences and transportation, in its chapter 11 cases, under which Strategic Value Partners, LLC and its affiliates (SVP) will acquire majority ownership of the company. According to the terms of the deal, existing investor Crestview Partners 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 Hornblower $121 million in new-money financing from SVP-managed funds and Crestview to support ongoing operations, and a reduction of the company's total debt by approximately $720 million.

As part of the transaction, Hornblower and its affiliates have initiated a voluntary court-supervised and pre-arranged chapter 11 process, under which they will sell or wind down operations of its overnight cruising business American Queen Voyages (AQV). The company expects to emerge from chapter 11 on an accelerated basis in approximately four months. In connection with the chapter 11 proceedings, Hornblower has received a commitment of $300 million in debtor-in-possession financing from Deutsche Bank Private Credit & Infrastructure to refinance the company's existing superpriority term loan. Separately, Hornblower has begun ancillary proceedings in Canada under the Companies' Creditors Arrangement Act, seeking recognition of the U.S. chapter 11 proceedings in Canada.

The Paul, Weiss team includes restructuring partners Jacob Adlerstein, John Weber, Kyle Kimpler and Paul Basta and counsel Sarah Harnett; corporate partners David Tarr, Neil Goldman, Megan Spelman, David Huntington, John Kennedy and Robert Zochowski and counsel Adam Longenbach; tax partners Matthew Jordan and David Mayo and counsel Sarah Katz and Patrick Karsnitz; executive compensation partner Lawrence Witdorchic and counsel Lisa Krausz Eisenberg, Jake Glazeski and Reuven Falik; litigation partners Gregory Laufer and Andrew Ehrlich and counsel Robert Kravitz; intellectual property partner Claudine Meredith-Goujon; and antitrust counsel Yuni Sobel.