Ambassadors International Announces Restructuring Plan

[mercedes]

Ambassadors International, Inc. (NASDAQ:AMIE), which operates Windstar Cruises, announced a restructuring plan this week designed to reduce its outstanding debt by up to $70.5 million. The restructuring plan involves:

• A planned exchange offer for up to all of the Company's $97.0 million of outstanding 3.75% convertible senior notes due 2027 ("Convert Notes").

• Assuming 100% of the holders of the Convert Notes accept the offer and elect to exchange their Convert Notes, the proposed exchange consideration to be offered will be comprised of:

-- $26.5 million aggregate principal amount of newly issued 10% senior secured notes due 2012 ("New Notes") on which interest will be paid in kind (or in cash at the Company's election); and

-- approximately 22.3 million shares of newly issued common stock, which will represent approximately 66.67% of the Company's outstanding common stock, immediately following the exchange offer.

• Holders of approximately 59.5% of the aggregate principal amount of the Convert Notes have entered into separate exchange offer commitment and support agreements with the Company pursuant to which the definitive terms of the exchange offer will be agreed and such holders have agreed to exchange their Convert Notes for the newly issued New Notes and shares of common stock in the exchange offer.