SCHEDULE
14A
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by
the Registrant ☒
Filed by
a Party other than the Registrant ☐
Check the
appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
☐
Definitive Additional Materials
☒
Soliciting Material Under Rule 14a-12
CAPITOL
ACQUISITION CORP. II
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒ | No
fee required. |
| |
☐ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title
of each class of securities to which transaction applies: |
| | |
| | |
| (2) | Aggregate
number of securities to which transaction applies: |
| | |
| | |
| (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined): |
| | |
| | |
| (4) | Proposed
maximum aggregate value of transaction: |
| | |
| | |
☐ | Fee paid previously with preliminary materials: |
☐ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing. |
| (1) | Amount
previously paid: |
| (2) | Form,
Schedule or Registration Statement No.: |
Lindblad
Expeditions, Inc. Completes the Successful
Syndication and Upsize of Its New Term Loan
WASHINGTON,
D.C. and NEW YORK, June 22, 2015 – Capitol Acquisition Corp. II (NASDAQ: CLAC; “Capitol”) and Lindblad
Expeditions, Inc. (“Lindblad” or the “Company”), a global provider of expedition cruises and adventure
travel experiences, today announced the successful syndication of the Company's $175 million senior secured term loan (the "Term
Loan") under the credit agreement with Credit Suisse AG, as Administrative Agent and Collateral Agent, dated as of May 8,
2015. The Term Loan was increased to $175 million from its initial size of $150 million and the interest rate applicable to the
Term Loan was significantly reduced.
As
announced previously, Lindblad and Capitol, a publicly traded investment vehicle, intend to merge in a transaction valued at approximately
$439 million. The combined company expects to be listed on the NASDAQ Stock Market and be renamed Lindblad Expeditions Holdings,
Inc.
“We
are pleased to announce the successful syndication, increased size and reduced rate of Lindblad’s new term loan, which we
believe reflects the confidence of our new lender group in the business and its future prospects,” said Mark Ein, Chairman
and Chief Executive Officer of Capitol.
Sven-Olof
Lindblad, President and Chief Executive Officer of Lindblad added, “The increased proceeds from our facility represent another
important step for us. This financing, together with the equity capital and public currency from our merger with Capitol, will
give us significant resources to capitalize on the substantial demand for our expeditions by expanding the fleet and opportunistically
seeking accretive strategic acquisitions.”
The
Term Loan will bear interest at an annual rate of LIBOR (subject to a minimum of 1.00%) plus 4.50%, which represents a decrease
of 100 basis points from the annual rate set upon the initial funding of the Term Loan on May 8, 2015. In addition, the upsized
credit facility will provide greater flexibility to the Company to, among other things, make acquisitions, pay dividends, repurchase
stock and incur additional debt.
Credit
Suisse AG acted as Sole Bookrunner and Sole Lead Arranger, with respect to the transaction.
ADDITIONAL
INFORMATION ABOUT THE MERGER BETWEEN CAPITOL AND LINDBLAD AND WHERE TO FIND IT
In
connection with the proposed business combination with Lindblad, Capitol has filed a preliminary proxy statement with the SEC
to be used at its special meeting of stockholders to approve the proposed business combination and certain other related matters.
Stockholders are advised to read the preliminary proxy statement and, when available, the definitive proxy statement in connection
with the solicitation of proxies for such meeting because the proxy statement will contain important information. Such persons
can also read Capitol’s final prospectus, dated May 10, 2013, and Capitol’s annual report on Form 10-K for the fiscal
year ended December 31, 2014 for a description of the security holdings of the Capitol officers and directors and their interests
as security holders in the successful consummation of the proposed business combination. The definitive proxy statement will be
mailed to stockholders as of a record date established for the meeting. Stockholders will also be able to obtain a copy of the
proxy statement, without charge, by directing a request to: Capitol Acquisition Corp. II, 509 7th Street, N.W., Washington, D.C.
20004. The preliminary proxy statement and definitive proxy statement, once available, can also be obtained, without charge, at
the SEC’s internet site (http://www.sec.gov).
About
Lindblad Expeditions
Lindblad
Expeditions is an expedition travel company that 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 to 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.
About
Capitol Acquisition Corp. II
Capitol
Acquisition Corp. II is a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business
combination. Capitol is led by Chairman and Chief Executive Officer Mark D. Ein, and Director and Chief Financial Officer L. Dyson
Dryden. Capitol's securities are quoted on the NASDAQ stock exchange under the ticker symbols CLAC, CLACW and CLACU. The company,
which raised $200 million of cash proceeds in an initial public offering in May 2013, is Mark Ein's second publicly traded acquisition
vehicle. The first, Capitol Acquisition Corp., created Two Harbors Investment Corp. (NYSE: TWO), a leading mortgage real estate
investment trust (REIT), which combined with the spin-out of Silver Bay Realty Trust Corp. (NYSE: SBY) have a combined current
market capitalization of approximately $4.4 billion.
FORWARD
LOOKING STATEMENTS
This
written communication contains forward-looking statements that involve risks and uncertainties concerning Capitol’s proposed
business combination with Lindblad, Lindblad’s expected financial performance, as well as its strategic and operational
plans. Actual events or results may differ materially from those described in this written communication due to a number of risks
and uncertainties. The potential risks and uncertainties include, among others, the possibility that the proposed business combination
will not close or that the closing may be delayed; the reaction of Lindblad’s customers to the proposed business combination;
general economic conditions; or the occurrence of any event, change or other circumstances that could give rise to the termination
of the merger agreement. In addition, please refer to the documents that Capitol files with the SEC. The filings by Capitol identify
and address other important factors that could cause its financial and operational results to differ materially from those contained
in the forward-looking statements set forth in this written communication. Capitol is under no duty to update any of the forward-looking
statements after the date of this written communication to conform to actual results.
Contacts:
Justin
Dini / Alex Yankus
Brunswick
Group
212-333-3810
3
Lindblad Expeditions (NASDAQ:LIND)
Gráfico Histórico do Ativo
De Set 2024 até Out 2024
Lindblad Expeditions (NASDAQ:LIND)
Gráfico Histórico do Ativo
De Out 2023 até Out 2024