Item 1.01 Entry into a Material Definitive Agreement.
On August 20, 2021, Lindblad Expeditions Holdings, Inc.'s subsidiary, LEX Esprit
Ltd., (the "Company") entered into an agreement with Esprit Holdings Limited, a
company incorporated in the Isle of Man, (the "Seller") to purchase the Crystal
Esprit yacht (the "Vessel") for a purchase price of $13.3 million (the "Purchase
Price"). Notice of readiness of delivery will be provided by the Seller not
before September 1, 2021, with a closing anticipated within three days of such
notice.
The Seller will bareboat charter the Vessel from the date of delivery to
November 1, 2021, for nominal consideration during which time the Seller will
bring the Vessel into class with the Vessel's class certificates valid for at
least three months and fix and repair the engine (the "Redelivery Condition
Requirements"). The Purchase Price will be paid into escrow pursuant to a
Completion Services Agreement with the first installment of $11.0 million
released to the Seller in accordance with the Completion Services Agreement, and
the remaining $2.3 million held in escrow to be released to the Seller upon
redelivery of the Vessel in accordance with the bareboat charter and subject to
the Vessel satisfying the Redelivery Condition Requirements.
The Company expects to modify the Vessel for eventual replacement of the
National Geographic Islander, and it will operate in the Galápagos with a
capacity of 48 guests per expedition.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Memorandum of Agreement between LEX Esprit Ltd. and Esprit
Holdings Limited, dated August 20, 2021.
Exhibit 10.2 Memorandum of Agreement Additional Clauses between LEX Esprit
Ltd. and Esprit Holdings Limited, dated August 20, 2021.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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