Lindblad Expeditions Enters Material Definitive Agreement

TL;DR

Lindblad Expeditions just signed a big deal, likely involving debt or financing.

AI Summary

Lindblad Expeditions Holdings, Inc. entered into a Material Definitive Agreement on August 18, 2025, related to a direct financial obligation. The company, formerly known as Capitol Acquisition Corp. II, is incorporated in Delaware and headquartered in New York.

Why It Matters

This filing indicates a significant financial commitment or obligation for Lindblad Expeditions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements often involve financial obligations that carry inherent risks for the company.

Key Players & Entities

• Lindblad Expeditions Holdings, Inc. (company) — Registrant
• August 18, 2025 (date) — Date of earliest event reported
• Capitol Acquisition Corp. II (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• New York (location) — Business address city

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share LIND The NASDAQ Stock Marke
• $675.0 million — "), governing the terms of the Issuer's $675.0 million aggregate principal amount of 7.000% Se
• $60,000,000 — s under the Amended Credit Agreement to $60,000,000 and (ii) an extension of the maturity d

Filing Documents

• tm2523966d1_8k.htm (8-K) — 44KB
• tm2523966d1_ex4-1.htm (EX-4.1) — 1068KB
• tm2523966d1_ex4-3.htm (EX-4.3) — 77KB
• tm2523966d1_ex10-1.htm (EX-10.1) — 1250KB
• tm2523966d1_ex99-1.htm (EX-99.1) — 25KB
• tm2523966d1_ex99-2.htm (EX-99.2) — 20KB
• tm2523966d1_ex99-1img001.jpg (GRAPHIC) — 5KB
• tm2523966d1_ex99-2img001.jpg (GRAPHIC) — 5KB
• 0001104659-25-081021.txt ( ) — 3143KB
• lind-20250818.xsd (EX-101.SCH) — 3KB
• lind-20250818_lab.xml (EX-101.LAB) — 33KB
• lind-20250818_pre.xml (EX-101.PRE) — 22KB
• tm2523966d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Indenture for 7.000% Senior Secured Notes due 2030 On August 20, 2025, Lindblad Expeditions Holdings, Inc. (the "Company" or "Lindblad"), entered into an Indenture, dated as of August 20, 2025 (the "Indenture"), by and among Lindblad Expeditions, LLC (the "Issuer"), Lindblad and the other guarantors named therein (collectively, the "Guarantors") and Wilmington Trust, National Association, as trustee (in such capacity, the "Trustee") and collateral trustee (in such capacity, the "Collateral Trustee"), governing the terms of the Issuer's $675.0 million aggregate principal amount of 7.000% Senior Secured Notes due 2030 (the "Notes"). The Notes were issued on August 20, 2025 (the "Closing Date"). The Notes are senior secured obligations of the Issuer and are (i) guaranteed on a senior secured basis by the Company and certain of the Company's subsidiaries (other than the Issuer) that also guarantee the Amended Credit Agreement (as defined below) and (ii) secured by first-priority liens (subject to permitted liens and certain other exceptions set forth in the Indenture), on a pari passu basis with the obligations under the Amended Credit Agreement, on substantially all the assets of the Issuer and the Guarantors, whether owned on the Closing Date or thereafter acquired (subject to certain exclusions). The Notes bear interest at a rate of 7.000% per year, accruing from August 20, 2025. Interest on the Notes is payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2026. The Notes will mature on September 15, 2030, subject to earlier repurchase or redemption in accordance with the terms of the Indenture. The Issuer may redeem some or all of the Notes at any time prior to September 15, 2027, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a "make-whole" premium set forth in the Indenture, plus accrued and unpaid interest and additio

01. Other Events

Item 8.01. Other Events. On August 18, 2025, the Issuer announced the early results of its previously announced offer to purchase for cash any and all of its outstanding 6.750% Senior Secured Notes due 2027 (the "2027 Notes") and related consent solicitation (collectively, the "Tender Offer"). A copy of the press release announcing the early results is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In addition, on August 19, 2025, the Issuer announced the pricing of the Tender Offer. A copy of the press release announcing the pricing of the Tender Offer is filed with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference. Pursuant to the Tender Offer, the Issuer received the consent of holders of at least a majority in aggregate principal amount of the then outstanding 2027 Notes to the proposed amendments to the indenture governing the 2027 Notes (the "2027 Notes Indenture") and, as a result, on August 18, 2025, the Issuer, the Company, the other Guarantors party to the 2027 Notes Indenture and Wilmington Trust, National Association, as trustee and collateral trustee, entered into a supplemental indenture to the 2027 Notes Indenture (the "Third Supplemental Indenture") to eliminate substantially all of the restrictive covenants in the 2027 Notes Indenture. The foregoing summary of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Third Supplemental Indenture, a copy of which is filed with this Current Report on Form 8-K as Exhibit 4.3 and incorporated herein by reference. On August 20, 2025, the Issuer issued a notice of full redemption for all remaining 2027 Notes outstanding following the expiration of the Tender Offer. The redemption date for the 2027 Notes is February 17, 2026, and the 2027 Notes will be redeemed at a redemption price of 100.000% of the principal amount of the 2027

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of August 20, 2025, among the Issuer, the Company, the other Guarantors named therein, the Trustee and the Collateral Trustee, relating to the 7.000% Senior Secured Notes due 2030. 4.2 Form of 7.000% Senior Secured Notes due 2030 (included in Exhibit 4.1). 4.3 Third Supplemental Indenture, dated as of August 18, 2025, to Indenture, dated as of February 4, 2022 among the Issuer, the Company, the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral trustee, relating to the 6.750% Senior Secured Notes due 2027. 10.1 Amendment to the Revolving Credit Agreement, dated as of February 4, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, including by the Amendment), by and among the Issuer, as borrower, the Company, JPMorgan Chase Bank, N.A., as administrative agent, the lenders from time to time party thereto and certain other parties thereto 99.1 Press Release announcing the early results of the Tender Offer, dated August 18, 2025. 99.2 Press Release announcing the pricing of the Tender Offer, dated August 19, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 20, 2025 By: /s/ Rick Goldberg Rick Goldberg, Chief Financial Officer

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View this 8-K filing on SEC EDGAR