Lindblad Expeditions Holdings Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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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 | ||