Latham & Watkins Advises Initial Purchasers in Viking Cruise Lines’ US$675 Million Senior Secured Note Financing

Latham & Watkins represented the initial purchasers in a US$675 million offering of 13% senior secured five-year notes by Viking Cruise Lines. Viking, one of the world’s leading providers of destination-focused travel experiences, is the largest operator of river cruises in Europe, Russia, and China for North American passengers, and offers ocean, lake, and river cruises worldwide.

The notes were sold by a Bermuda-incorporated issuer and are guaranteed by subsidiaries organized in Bermuda, Cyprus, Delaware, California, Luxembourg, Portugal, Russia, Switzerland, and the United Kingdom. The issuer and certain subsidiaries pledged material intellectual property, certain passenger databases and a New York law-governed proceeds loan made to a Swiss subsidiary as collateral for the notes. The notes are also secured indirectly through the collateral for the proceeds loan, which consists of twenty Swiss river vessels and an English law-governed assignment of the issuer’s rights in insurance policies and certain payments relating to the river vessels.

Latham & Watkins LLP represented the initial purchasers in the offering with a deal team led by Chicago and London capital markets partners Christopher Lueking, Roderick Branch, and Fritz Ernemann, with Chicago counsel Manasi Bhatacharyya and associates Jonathan Sarna, Ben Winnett, and Samantha Jackson. Advice was also provided on finance matters by Chicago partner Noah Weiss, with Chicago counsel Ryan LaFevers and associates Sravani Nichamatlu and Daniel Ruvolo; on English law and vessel financing matters by London partner Matthew Brown, with associate Rachel Croft; and on tax matters by New York partner Jiyeon Lee-Lim, with associate Amy Robertson.