LINDBLAD EXPEDITIONS HOLDINGS, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes are guaranteed on a senior secured basis by (i)
The Notes bear interest at a rate of 9.000% per year, accruing from
The Issuer may redeem some or all of the Notes at any time prior to
The Indenture contains covenants that, among other things, restrict the ability of the Issuer and its restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain dividend payments, distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make certain payments to the Issuer or any of its restricted subsidiaries, create certain liens, merge, consolidate or sell all or substantially all of the Issuer's assets, enter into certain transactions with affiliates or designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications set forth in the Indenture. The Indenture also contains customary events of default provisions.
The Issuer used a portion of the net proceeds from the offering to prepay in full all outstanding borrowings under its existing Export Credit Facilities (as defined herein) on the Closing Date. The remaining net proceeds will be used to fund the costs of the offering and for working capital and general corporate purposes, which may include strategic growth initiatives.
The Notes and the related guarantees were issued in a private offering exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), to qualified institutional buyers in accordance with
Rule 144A under the Securities Act and to persons outside of
The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture and the Notes, copies of which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2 and are incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the issuance and sale of Notes as described in Item 1.01 of
this Current Report on Form 8-K, on the Closing Date, the Issuer prepaid in full
all obligations under, and terminated, (i) that certain Senior Secured Credit
Agreement, dated
A description of the material terms of the Export Credit Facilities is contained
under the heading "Senior Secured Credit Agreements" contained in Part I Item 7
of the Issuer's Annual Report on Form 10-K for the year ended
Certain of the initial purchasers of the Notes and/or their affiliates participate in, or are agents and lenders under the Export Credit Facilities and, as a result, will receive a portion of the net proceeds from the offering of the Notes.
Item 2.03. Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 4.1 Indenture, dated as ofMay 2, 2023 , among the Issuer, each of the guarantors named therein andWilmington Trust, National Association , as trustee and collateral agent, relating to the 9.000% Senior Secured Notes due 2028. 4.2 Form of 9.000% Senior Secured Notes due 2028 (included in Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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