Lindblad Expeditions Holdings, Inc S-3, filed Jun 1, 2020

Lindblad Expeditions Holdings, Inc. (LIND)

S-3 2020-06-01

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	Delaware			27-4749725
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
	96 Morton Street, 9th Floor New York, New York (212) 261-9000
	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

	With a copy to:
	Sven-Olof Lindblad President and Chief Executive Officer Lindblad Expeditions Holdings, Inc. 96 Morton Street, 9th Floor New York, New York 10014 (212) 261-9000			Steven B. Chameides, Esq. John J. Wolfel, Esq. Foley & Lardner LLP 3000 K Street, N.W., Suite 600 Washington, D.C. 20007-5109 (202) 672-5300
	(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Large accelerated filer ☐			Accelerated filer ☒
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	ABOUT THIS PROSPECTUS					1
	RISK FACTORS					2
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					3
	OUR COMPANY					5
	USE OF PROCEEDS					6
	DILUTION					6
	SECURITIES TO BE OFFERED					6
	DESCRIPTION OF DEBT SECURITIES					7
	DESCRIPTION OF CAPITAL STOCK					20
	DESCRIPTION OF WARRANTS					25
	DESCRIPTION OF SUBSCRIPTION RIGHTS					26
	DESCRIPTION OF SECURITIES PURCHASE CONTRACTS					27
	DESCRIPTION OF UNITS					28
	PLAN OF DISTRIBUTION					29
	WHERE YOU CAN FIND MORE INFORMATION					31
	LEGAL MATTERS					32
	EXPERTS					32

	Amount to be paid
SEC Registration Fee		$	38,940
Accounting Fees and Expenses			*
Legal Fees and Expenses			*
Miscellaneous Expenses (including any applicable listing fees, printing fees, and transfer agent fees and expenses)			*
Total		$	*

EXHIBIT NUMBER			DESCRIPTION
1.1			Form of Underwriting Agreement.*
4.1			Second Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Definitive Merger Proxy Statement filed on June 24, 2015).
4.2			Amended Bylaws of the Company (incorporated by reference to Company’s Form 8-K filed on March 26, 2020).
4.3			Specimen Common Stock Certificate (incorporated by reference to the Company’s Form 8-K filed on July 10, 2015).
4.4			Form of Indenture.
4.5			Form of Debt Securities.*
4.6			Form of Certificate of Designations.*
4.7			Form of Warrant.*
4.8			Form of Warrant Agreement.*
4.9			Form of Securities Purchase Contract.*
4.10			Form of Unit Agreement.*
5			Opinion of Foley & Lardner LLP (including consent of counsel).
10.1			Registration Rights Agreement between the stockholders of Lindblad Expeditions, Inc. and Capitol Acquisitions Corp. II. (incorporated by reference to the Company’s Form 8-K filed on July 10, 2015).
10.2			Registration Rights Agreement among the Company and each of Capitol Acquisition Management 2 LLC, Lawrence Calcano, Richard C. Donaldson, Piyush Sodha and L. Dyson Dryden. (incorporated by reference to the Company’s Form 8-K filed May 15, 2013).
23.1			Consent of Marcum LLP.
23.2			Consent of Foley & Lardner LLP (included in Exhibit 5 filed herewith).
24			Powers of Attorney (included on the signature page to this Registration Statement).
25			Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939.**

	Signature			Title
	/s/ Sven-Olof Lindblad Sven-Olof Lindblad			President, Chief Executive Officer and Director (Principal Executive Officer)
	/s/ Craig Felenstein Craig I. Felenstein			Chief Financial Officer (Principal Financial and Accounting Officer)
	/s/ Mark D. Ein Mark D. Ein			Chairman of the Board of Directors
	/s/ Bernard W. Aronson Bernard W. Aronson			Director
	/s/ Elliott Bisnow Elliott Bisnow			Director
	/s/ Daniel J. Hanrahan Daniel J. Hanrahan			Director
	/s/ L. Dyson Dryden L. Dyson Dryden			Director
	/s/ John M. Fahey John M. Fahey			Director

	Signature			Title
	/s/ Catherine B. Reynolds Catherine B. Reynolds			Director
	/s/ Thomas S. (“Tad”) Smith, Jr. Thomas S. (“Tad”) Smith, Jr.			Director
	/s/ Sarah Farrell Sarah Farrell			Director

Trust Indenture Act Section		INDENTURE Section
Section 310(a)(1)		Section 6.9
(a)(2)		Section 6.9
(a)(3)		Not Applicable
(a)(4)		Not Applicable
(b)		Section 6.8
		Section 6.10
Section 311(a)		Section 6.13
(b)		Section 6.13
Section 312(a)		Section 7.1
		Section 7.2
(b)		Section 7.2
(c)		Section 7.2
Section 313(a)		Section 7.3
(b)		Section 7.3
(c)		Section 7.3
(d)		Section 7.3
Section 314(a)		Section 7.4
(a)(4)		Section 10.4
(b)		Not Applicable
(c)(1)		Section 1.2
(c)(2)		Section 1.2
(c)(3)		Not Applicable
(d)		Not Applicable
(e)		Section 1.2
Section 315(a)		Section 6.1
(b)		Section 6.2
(c)		Section 6.1
(d)		Section 6.1
(e)		Section 5.13
Section 316(a)		Section 5.11
(a)(1)(A)		Section 5.2 Section 5.11
(a)(1)(B)		Section 5.12
(a)(2)		Not Applicable
(b)		Section 5.8
(c)		Section 1.4
Section 317(a)(1)		Section 5.3
(a)(2)		Section 5.4
(b)		Section 10.3
Section 318(a)		Section 1.7

Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
1.1 Definitions	1
1.2 Compliance Certificates and Opinions	6
1.3 Form of Documents Delivered to Trustee	6
1.4 Acts of Holders; Record Dates	7
1.5 Notices, Etc., to Trustee and Company	8
1.6 Notice to Holders; Waiver	9
1.7 Conflict with Trust Indenture Act	9
1.8 Effect of Headings and Table of Contents	9
1.9 Successors and Assigns	9
1.10 Separability Clause	9
1.11 Benefits of Indenture	10
1.12 Governing Law	10
1.13 Legal Holidays	10
1.14 No Recourse Against Others	10
1.15 WAIVER OF JURY TRIAL	10
1.16 Submission to Jurisdiction	10
Article II SECURITY FORMS	11
2.1 Forms Generally	11
2.2 Form of Legend for Global Securities	11
2.3 Form of Trustee’s Certificate of Authentication	12
Article III THE SECURITIES	12
3.1 Amount Unlimited; Issuable in Series	12
3.2 Denominations	15
3.3 Execution, Authentication, Delivery and Dating	15
3.4 Temporary Securities	16
3.5 Registration, Registration of Transfer and Exchange	16
3.6 Mutilated, Destroyed, Lost and Stolen Securities	18
3.7 Payment of Interest; Interest Rights Preserved	18
3.8 Persons Deemed Owners	19
3.9 Cancellation	19
3.10 Computation of Interest	19
3.11 CUSIP Numbers	20
3.12 Original Issue Discount	20
Article IV SATISFACTION AND DISCHARGE	20
4.1 Satisfaction and Discharge of Indenture	20
4.2 Application of Trust Money	21
Article V REMEDIES	21
5.1 Events of Default	21
5.2 Acceleration of Maturity; Rescission and Annulment	22
5.3 Collection of Indebtedness and Suits for Enforcement by Trustee	23
5.4 Trustee May File Proofs of Claim	23
5.5 Trustee May Enforce Claims Without Possession of Securities	24
5.6 Application of Money Collected	24
5.7 Limitation on Suits	24
5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities	25
5.9 Rights and Remedies Cumulative	25

5.10 Delay or Omission Not Waiver	25
5.11 Control by Holders	25
5.12 Waiver of Past Defaults	26
5.13 Undertaking for Costs	26
5.14 Waiver of Usury, Stay or Extension Laws	26
5.15 Restoration of Rights and Remedies	26

Article VI THE TRUSTEE	26
6.1 Certain Duties and Responsibilities of Trustee	26
6.2 Notice of Defaults	27
6.3 Certain Rights of Trustee	27
6.4 Not Responsible for Recitals or Issuance of Securities	29
6.5 May Hold Securities	29
6.6 Money Held in Trust	29
6.7 Compensation and Reimbursement	29
6.8 Conflicting Interests	30
6.9 Corporate Trustee Required; Eligibility	30
6.10 Resignation and Removal; Appointment of Successor	30
6.11 Acceptance of Appointment by Successor	31
6.12 Merger, Conversion, Consolidation or Succession to Business	32
6.13 Preferential Collection of Claims Against Company	32
6.14 Appointment of Authenticating Agent	32
Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	33
7.1 Company to Furnish Trustee Names and Addresses of Holders	33
7.2 Preservation of Information; Communications to Holders	34
7.3 Reports by Trustee	34
7.4 Reports by Company	34
Article VIII CONSOLIDATION, MERGER AND SALE OF ASSETS	34
8.1 Company May Merge or Transfer Assets Only on Certain Terms	34
8.2 Successor Corporation Substituted	35
Article IX SUPPLEMENTAL INDENTURES	35
9.1 Supplemental Indentures Without Consent of Holders	35
9.2 Supplemental Indentures With Consent of Holders	36
9.3 Execution of Supplemental Indentures	37
9.4 Effect of Supplemental Indentures	37
9.5 Conformity with Trust Indenture Act	37
9.6 Reference in Securities to Supplemental Indentures	38
Article X COVENANTS	38
10.1 Payment of Principal, Premium, if any, and Interest	38
10.2 Maintenance of Office or Agency	38
10.3 Money for Securities Payments to Be Held in Trust	39
10.4 Statement by Officers as to Default	39
10.5 Waiver of Certain Covenants	39
Article XI REDEMPTION OF SECURITIES	40
11.1 Applicability of Article	40
11.2 Election to Redeem; Notice to Trustee	40
11.3 Selection by Trustee of Securities to Be Redeemed	40
11.4 Notice of Redemption	41
11.5 Deposit of Redemption Price	41
11.6 Securities Payable on Redemption Date	42
11.7 Securities Redeemed in Part	42

Article XII SINKING FUNDS	42
12.1 Applicability of Article	42
12.2 Satisfaction of Sinking Fund Payments with Securities	43
12.3 Redemption of Securities for Sinking Fund	43
Article XIII DEFEASANCE AND COVENANT DEFEASANCE	43
13.1 Company’s Option to Effect Defeasance or Covenant Defeasance	43
13.2 Defeasance and Discharge	43
13.3 Covenant Defeasance	44
13.4 Conditions to Defeasance or Covenant Defeasance	44
13.5 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	45
13.6 Reinstatement	46
Article XIV REPAYMENT AT THE OPTION OF HOLDERS	46
14.1 Applicability of Article	46
14.2 Repayment of Securities	46
14.3 Exercise of Option	46
14.4 When Securities Presented for Repayment Become Due and Payable	47
14.5 Securities Repaid in Part	47

Dated: __________________		[Name of Trustee],
		As Trustee

		By:
		As Authenticating Agent

		By:
		Authorized Officer

	LINDBLAD EXPEDITIONS HOLDINGS, INC.


	By:
	Name:
	Title:


	[____________________________],
	as Trustee


	By:
	Name:
	Title: