We advised Crestview in connection with Hornblower’s chapter 11 proceedings

Davis Polk advised Crestview Advisors, LLC. and its affiliated funds in connection with the restructuring of Hornblower Holdings LLC. Prepetition, Crestview held the majority of Hornblower’s existing equity as well as substantial amounts of its funded indebtedness. On February 21, 2024, Hornblower and certain of its subsidiaries filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the Southern District of Texas. Shortly before the filing, Crestview and certain other prepetition consenting stakeholders holding in the aggregate approximately 98% of the company’s first-lien obligations executed a restructuring support agreement with Hornblower. The restructuring support agreement, among other things, contemplated a $285 million debtor-in-possession financing, a $345 million equity rights offering, the equitization of Hornblower’s first-lien indebtedness, the wind-down of Hornblower’s American Queen business and the separation of the Journey Beyond business from Hornblower. Crestview participated in the DIP financing and backstopped the equity rights offering along with the other consenting stakeholders. Following emergence, Crestview now owns the Journey Beyond business as well as a minority stake in reorganized Hornblower.

The restructuring and plan of reorganization were supported by all of Hornblower’s secured creditors as well as the unsecured creditors’ committee. Hornblower received confirmation of its plan on June 7, 2024 and emerged from chapter 11 on July 3, 2024.

Headquartered in San Francisco, California, Hornblower provides travel and transportation experiences and services, including dining, sightseeing and overnight cruises, railway excursions, walking and food tours, and ferry and other transportation services. Among other business lines, prepetition Hornblower owned Journey Beyond, Australia’s leading experiential travel group. Hornblower serves over 30 million guests each year in over 100 countries and 125 U.S. cities.

The Davis Polk restructuring team included partners Brian M. Resnick and Adam L. Shpeen, counsel Stephanie Massman and associates David Kratzer and Luke F. Porcari. Partner Michael Davis and associate Kristy Choi provided corporate advice. Partner Robert F. Smith provided finance advice. Partner Ethan R. Goldman and associate Alanna Phillips provided tax advice. The litigation team consisted of partner Elliot Moskowitz and associate Adam M. Greene. All members of the Davis Polk team are based in the New York office.

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