LIND 8-K
Lindblad Expeditions Holdings, Inc. (LIND)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On August 5, 2025, Lindblad Expeditions Holdings, Inc. (“Lindblad”) announced that its wholly-owned subsidiary Lindblad Expeditions, LLC (the “Issuer”) intends to offer senior secured notes, subject to market and customary conditions (the “Notes Offering”). The notes will be senior secured obligations of the Issuer and will be guaranteed by Lindblad and certain of its subsidiaries (other than the Issuer) (collectively, the “Note Guarantors”) and will be secured, subject to permitted liens and certain other exceptions, by a first-priority lien on substantially all the assets of the Issuer and the Note Guarantors.
The Issuer intends to use the net proceeds from the proposed offering, together with cash on hand, (i) to fund its concurrently announced tender offer (the “Tender Offer”) for any and all of its outstanding 6.750% Senior Secured Notes due 2027 (the “2027 Notes”) and (ii) to fund the redemption of all of Lindblad’s 9.000% Senior Secured Notes due 2028 (the “2028 Notes”), including, in each case, to pay fees and expenses in connection therewith. The Issuer also intends to call for redemption any 2027 Notes not tendered in the Tender Offer on or after February 15, 2026, at the then applicable redemption price of 100.000%.
A copy of the press release announcing the Notes Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the press release announcing the Tender Offer is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Neither this report nor the exhibits hereto shall constitute an offer to purchase or the solicitation of an offer to sell any securities. The Notes Offering is being made exclusively pursuant to the offering memorandum, which sets forth the terms and conditions of the Notes Offering. The Tender Offer is being made solely by means of the Offer to Purchase and Consent Solicitation Statement.
Concurrent with the Notes Offering, the Issuer intends to enter into an amendment (the “Revolving Credit Facility Amendment”) to the credit agreement governing its revolving credit facility (the “Revolving Credit Facility”) providing for, among other things, (i) an additional $15.0 million of commitments in addition to the $45.0 million of existing commitments under the Revolving Credit Facility, for a total of $60.0 million in commitments, (ii) an extension of the maturity date of the Revolving Credit Facility to be five years after the closing date of the Revolving Credit Facility Amendment and (iii) certain other changes thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release of Lindblad, dated August 5, 2025, related to the Notes Offering. | |
| 99.2 | Press Release of Lindblad, dated August 5, 2025, related to the Tender Offer. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LINDBLAD EXPEDITIONS HOLDINGS, INC. (registrant) | ||
| August 5, 2025 | By: | /s/ Rick Goldberg |
| Rick Goldberg, Chief Financial Officer | ||
Exhibit 99.1
Lindblad Expeditions Holdings, Inc. Announces Proposed Private Offering of Senior Secured Notes
NEW YORK, August 5, 2025 – Lindblad Expeditions Holdings, Inc. (Nasdaq: LIND) (“Lindblad”) today announced that its wholly-owned subsidiary, Lindblad Expeditions, LLC (the “Issuer”), intends to offer $650 million aggregate principal amount of senior secured notes due 2030 (the “New Notes”), subject to market and customary conditions. The New Notes will be senior obligations of the Issuer and will be guaranteed by Lindblad and certain of Lindblad’s subsidiaries (other than the Issuer) and will be secured, subject to permitted liens and certain other exceptions, by a first-priority lien on substantially all the assets of the Issuer and the guarantors.
The Issuer intends to use the net proceeds from the proposed offering, together with cash on hand, (i) to fund today’s concurrently announced tender offer for any and all of its outstanding 6.750% Senior Secured Notes due 2027 (the “2027 Notes”) and (ii) to fund the redemption of all of Lindblad’s 9.000% Senior Secured Notes due 2028 (the “2028 Notes”), including, in each case, to pay fees and expenses in connection therewith. The Issuer also intends to call for redemption of any 2027 Notes not tendered in the tender offer.
The New Notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state or foreign securities laws, and will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to persons outside the United States in compliance with Regulation S under the Securities Act. Unless so registered, the New Notes and the related guarantees may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any New Notes or any other securities. The offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. This press release shall not constitute a notice of redemption, an offer to purchase or an offer to sell either of the 2027 Notes or the 2028 Notes.
About Lindblad Expeditions Holdings, Inc.
Lindblad is an expedition travel company that focuses on ship-based voyages through its Lindblad Expeditions brand and on land-based travel through its subsidiaries, Natural Habitat Adventures, Off the Beaten Path, DuVine Cycling + Adventure Co., Classic Journeys and Wineland-Thomas Adventures.
Lindblad works in partnership with National Geographic to inspire people to explore and care about the planet. The organizations work in tandem to produce innovative marine expedition programs and promote conservation and sustainable tourism around the world. The partnership’s educationally oriented voyages allow guests to interact with and learn from leading scientists, naturalists and researchers while discovering stunning natural environments, above and below the sea, through state-of-the-art exploration tools.
Forward-Looking Statements
Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the intended use of proceeds for the offering of New Notes and may also generally be identified as such because the context of such statements will include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or words of similar import. Similarly, statements that describe Lindblad’s financial guidance or future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected. It is not possible to predict or identify all such risks. There may be additional risks that Lindblad considers immaterial or which are unknown. These factors include, but are not limited to, the following: (i) adverse general economic factors, including the impact of geopolitical, macroeconomic conditions, tariffs, changes in trade policies or capital markets volatility, that decrease the level of disposable income of consumers or consumer confidence and negatively impact the ability or desire of people to travel; (ii) suspended operations, cancelling or rescheduling of voyages, the denial and/or unavailability of ports of call and other potential disruptions to Lindblad’s business and operations related to health pandemics, political or civil unrest, war, terrorism, or other similar events; (iii) increases in fuel prices, changes in fuels consumed and availability of fuel supply in the geographies in which Lindblad operates or in general; (iv) the loss of key employees, Lindblad’s inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs; (v) the impact of delays or cost overruns with respect to anticipated or unanticipated drydock, maintenance, modifications or other required construction related to any of Lindblad’s vessels; (vi) unscheduled disruptions in Lindblad’s business due to civil unrest, travel restrictions, weather events, mechanical failures, pandemics or other events; (vii) management of our growth and Lindblad’s ability to execute on its planned growth, including Lindblad’s ability to successfully integrate acquisitions; (viii) Lindblad’s ability to maintain its relationships with National Geographic and/or World Wildlife Fund; (ix) compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions; (x) Lindblad’s substantial indebtedness and its ability to remain in compliance with the financial and/or operating covenants in such arrangements; (xi) the impact of material litigation, enforcement actions, claims, fines or penalties on Lindblad’s business; (xii) the impact of severe or unusual weather conditions, including climate change, on Lindblad’s business; (xiii) adverse publicity regarding the travel and cruise industry in general; (xiv) loss of business due to competition; (xv) the inability to meet or achieve Lindblad’s sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them; (xvi) the result of future financing efforts; and (xvii) those risks described in Lindblad’s filings with the Securities and Exchange Commission (the “SEC”). Stockholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release, and Lindblad undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect Lindblad’s performance may be found in its filings with the SEC, which are available at http://www.sec.gov.
Contact:
Bradley Norman, Public Relations Manager, Lindblad Expeditions, [email protected]
Exhibit 99.2
Lindblad Expeditions Holdings, Inc. Announces Cash Tender Offer and Consent Solicitation for any and all Outstanding 6.750% Senior Secured Notes due 2027 of Lindblad Expeditions, LLC
NEW YORK, August 5, 2025 – Lindblad Expeditions Holdings, Inc. (Nasdaq: LIND) (“Lindblad”) announced today that its wholly-owned subsidiary, Lindblad Expeditions, LLC (the “Issuer”), has commenced an offer to purchase for cash (the “Tender Offer”) any and all of the Issuer’s outstanding 6.750% Senior Secured Notes due 2027 (the “Notes”), of which $360 million aggregate principal amount is currently outstanding.
In conjunction with the Tender Offer, the Issuer is also soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Notes (the “Indenture”) to (1) eliminate substantially all of the restrictive covenants and certain affirmative covenants and events of default and related provisions therein (the “Proposed Amendments”) and (2) release the Notes as secured debt under the collateral trust agreement governing the collateral for the Notes, the result of which will be that the trustee and the holders of the Notes shall cease to receive the benefit of the collateral currently securing the Notes and the guarantees thereof (the “Collateral Release”). The Proposed Amendments require the consent of holders of a majority in aggregate principal amount of the then outstanding Notes (the “Covenant Requisite Consent”) and the Collateral Release requires the consent of holders of at least 75% in aggregate principal amount of the outstanding Notes (the “Collateral Release Requisite Consent” and, together with the Covenant Requisite Consent, the “Requisite Consents”).
The Tender Offer and the Consent Solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated August 5, 2025 (the “Offer to Purchase and Consent Solicitation Statement”).
Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.
|
Title of Security |
CUSIP Nos.
/ |
Principal Amount Outstanding |
UST Reference Security |
Bloomberg Reference Page(1) |
Fixed Spread (bps) |
Early Tender Payment(2)(3) |
|||||||
| 6.750% Senior Secured Notes due 2027 |
CUSIP: 53523LAA8 (144A) and ISIN: US53523LAA89 (144A) and USU5347LAA99 (Reg S) |
$360 million | 1.625% due February 15, 2026 | FIT3 | +50 | $30.00 |
| (1) | The page on Bloomberg from which the dealer manager will quote the bid side price of the U.S. Treasury Security. In the table above “UST” denotes a U.S. Treasury Security. |
| (2) | Per $1,000 principal amount of Notes tendered and accepted for purchase |
| (3) | Included in the Total Consideration (as defined below) for Notes tendered and accepted for purchase on or prior to the Early Tender Deadline (as defined below) |
The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on September 3, 2025 (such time and date, as it may be extended, the “Expiration Time”). Holders of Notes who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on August 18, 2025 (such time and date, as it may be extended, the “Early Tender Deadline”) will be eligible to receive the Total Consideration for such Notes, which includes the Early Tender Payment set forth in the table above. Holders of Notes who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Payment.
In addition, the Issuer will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable Settlement Date (as defined below). Validly tendered Notes may be validly withdrawn at any time prior to the Early Tender Deadline but not thereafter, except as may be required by applicable law.
The Total Consideration payable by the Issuer for the Notes (the “Total Consideration”) will be a price per $1,000 principal amount intended to result in a yield equal to the bid side yield to maturity of the U.S. Treasury reference security specified in the table above, as determined at 10:00 a.m., New York City time, on August 19, 2025 (unless otherwise extended by us as described in the Offer to Purchase and Consent Solicitation Statement), plus the fixed spread specified in the table above, calculated in accordance with the Offer to Purchase and Consent Solicitation Statement.
The settlement date for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase is expected to occur on August 20, 2025, which will be within two business days following the Early Tender Deadline or as promptly as practicable thereafter, unless extended or earlier terminated (the “Early Settlement Date”). The settlement date for the Notes validly tendered after the Early Tender Deadline but at or prior to the Expiration Time and accepted for purchase is expected to occur on September 5, 2025, which will be within two business days following the Expiration Time or as promptly as practicable thereafter, unless extended or earlier terminated (the “Final Settlement Date”).
Assuming receipt of the Requisite Consents, the Issuer, Lindblad and the other guarantors party to the Indenture (collectively, the “Guarantors”), the trustee and the collateral trustee expect to execute and deliver a supplemental indenture to the Indenture, which will become effective immediately upon execution but (1) the Proposed Amendments will not become operative until the Issuer accepts for purchase the Notes satisfying the Covenant Requisite Consents in the Tender Offer and (2) the Collateral Release will not become operative until the Issuer accepts for purchase the Notes satisfying the Collateral Release Requisite Consent in the Tender Offer.
The Issuer’s obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of a number of conditions as described in the Offer to Purchase and Consent Solicitation Statement, including the Financing Condition (as defined in the Offer to Purchase and Consent Solicitation Statement). The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. In the event of a termination of the Tender Offer, neither the Total Consideration nor the Tender Offer Consideration will be paid or become payable to the holders of the Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders. The Issuer has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate the Tender Offer at any time.
Additionally, the Issuer intends to call for redemption on or after February 15, 2026, any Notes that are not validly tendered and accepted for purchase pursuant to the Tender Offer, at the then applicable redemption price of 100.000% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, and to satisfy and discharge the Issuer’s and the Guarantors’ remaining obligations under the Indenture and the Notes on the Early Settlement Date by irrevocably depositing with the trustee cash and/or U.S. government securities sufficient to pay the applicable redemption price.
Neither this press release nor the Offer to Purchase and Consent Solicitation Statement (or anything contained therein) is a notice of redemption in respect of the Notes.
Copies of the Offer to Purchase and Consent Solicitation Statement are available to holders of the Notes from Global Bondholders Services Corporation, the information agent for the Tender Offer (the “Tender and Information Agent”). Requests for copies of the Offer to Purchase and Consent Solicitation Statement should be directed to the Tender and Information Agent at (855) 654-2014 (toll free) and (212) 430-3774 (banks and brokers) or by e-mail to [email protected]. The Issuer has engaged Citigroup Global Markets Inc., as sole dealer manager for the Tender Offer and sole solicitation agent for the Consent Solicitation. Questions regarding the terms of the Tender Offer and Consent Solicitation may be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).
None of the Issuer, the Guarantors, the dealer manager, the Tender and Information Agent, the trustee for the Notes or any of their respective affiliates is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase and Consent Solicitation Statement for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and the Consent Solicitation.
This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase and Consent Solicitation Statement. The Issuer is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About Lindblad Expeditions Holdings, Inc.
Lindblad is an expedition travel company that focuses on ship-based voyages through its Lindblad Expeditions brand and on land-based travel through its subsidiaries, Natural Habitat Adventures, Off the Beaten Path, DuVine Cycling + Adventure Co., Classic Journeys and Wineland-Thomas Adventures.
Lindblad works in partnership with National Geographic to inspire people to explore and care about the planet. The organizations work in tandem to produce innovative marine expedition programs and promote conservation and sustainable tourism around the world. The partnership’s educationally oriented voyages allow guests to interact with and learn from leading scientists, naturalists and researchers while discovering stunning natural environments, above and below the sea, through state-of-the-art exploration tools.
Forward-Looking Statements
Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements as to the expected timing of the Tender Offer and the Consent Solicitation and the Issuer’s ability to obtain the Requisite Consents and may also generally be identified as such because the context of such statements will include words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or words of similar import. Similarly, statements that describe Lindblad’s financial guidance or future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from those expected. It is not possible to predict or identify all such risks. There may be additional risks that Lindblad considers immaterial or which are unknown. These factors include, but are not limited to, the following: (i) adverse general economic factors, including the impact of geopolitical, macroeconomic conditions, tariffs, changes in trade policies or capital markets volatility, that decrease the level of disposable income of consumers or consumer confidence and negatively impact the ability or desire of people to travel; (ii) suspended operations, cancelling or rescheduling of voyages, the denial and/or unavailability of ports of call and other potential disruptions to Lindblad’s business and operations related to health pandemics, political or civil unrest, war, terrorism, or other similar events; (iii) increases in fuel prices, changes in fuels consumed and availability of fuel supply in the geographies in which Lindblad operates or in general; (iv) the loss of key employees, Lindblad’s inability to recruit or retain qualified shoreside and shipboard employees and increased labor costs; (v) the impact of delays or cost overruns with respect to anticipated or unanticipated drydock, maintenance, modifications or other required construction related to any of Lindblad’s vessels; (vi) unscheduled disruptions in Lindblad’s business due to civil unrest, travel restrictions, weather events, mechanical failures, pandemics or other events; (vii) management of our growth and Lindblad’s ability to execute on its planned growth, including Lindblad’s ability to successfully integrate acquisitions; (viii) Lindblad’s ability to maintain its relationships with National Geographic and/or World Wildlife Fund; (ix) compliance with new and existing laws and regulations, including environmental regulations and travel advisories and restrictions; (x) Lindblad’s substantial indebtedness and its ability to remain in compliance with the financial and/or operating covenants in such arrangements; (xi) the impact of material litigation, enforcement actions, claims, fines or penalties on Lindblad’s business; (xii) the impact of severe or unusual weather conditions, including climate change, on Lindblad’s business; (xiii) adverse publicity regarding the travel and cruise industry in general; (xiv) loss of business due to competition; (xv) the inability to meet or achieve Lindblad’s sustainability related goals, aspirations, initiatives, and our public statements and disclosures regarding them; (xvi) the result of future financing efforts; (xvii) Lindblad’s ability to satisfy the Financing Condition; and (xviii) those risks described in Lindblad’s filings with the Securities and Exchange Commission (the “SEC”). Stockholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release, and Lindblad undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect Lindblad’s performance may be found in its filings with the SEC, which are available at http://www.sec.gov.
Contact:
Bradley Norman, Public Relations Manager, Lindblad Expeditions, [email protected]