Current Report Filing (8-k)
07 Novembro 2017 - 10:32AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) November 3, 2017
LINDBLAD
EXPEDITIONS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-35898
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27-4749725
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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96
Morton Street, 9
th
Floor, New York, New York
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10014
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number including area code: (212) 261-9000
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☒
Item
1.01 Entry into a Material Definitive Agreement.
Effective
November 3, 2017, Lindblad Maritime Enterprises, Ltd. (“LME”), a subsidiary of Lindblad Expeditions Holdings, Inc.
(the “Company”), entered into a Shipbuilding Contract (the “Agreement”) with Ulstein Verft AS, a company
organized and existing under the laws of Norway (the “Builder”). The Agreement provides for the Builder to construct
a new exploration cruise vessel at a purchase price of 1,066,000,000 Norwegian Kroner (NOK). Subsequently, LME exercised its right
to make payments in United States Dollars, which resulted in a purchase price of $134.6 million, including hedging costs. The
purchase price is subject to potential adjustments from contract specifications for variations in speed, deadweight, fuel consumption
and delivery date, and is due in installments. The first 20% of the purchase price is to be paid shortly after execution of the
Agreement with the remaining 80% due upon delivery and acceptance of the vessel.
The
Builder is required to deliver the vessel on January 21, 2020, with the potential for accelerated delivery as early as November
18, 2019. The risk of loss or damage to the vessel remains with the Builder until the vessel is delivered to and accepted by LME.
The Agreement provides for a one-year warranty of the vessel for defects in design, construction, materials and workmanship under
normal use and service. LME may terminate the Agreement in the event the Builder fails to deliver the vessel within 180 days of
the due date. The Agreement contains options to purchase two additional identical vessels, at a purchase price of NOK 1,031,000,000
(exercisable within six months of the Agreement) and NOK 1,051,000,000 (exercisable within six months of exercise of the first
option), respectively. The Agreement also contains a guarantee by the Company of LME’s obligations, as well as customary
representations, warranties, covenants and indemnities.
The
forgoing summary does not purport to be complete and is qualified in its entirety by the Agreement, which will be filed as an
exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
Item
2.02 Results of Operations and Financial Condition.
On
November 7, 2017, the Company issued a press release announcing its financial results for its third quarter ended September 30,
2017.
This
Item 2.02 and the press release attached hereto are being furnished by the Company pursuant to Item 2.02 “Results of Operations
and Financial Condition.” In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item
2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act
of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into any of the Company’s
filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such
filing.
Item
7.01 Regulation FD Disclosure.
On
November 7, 2017, the Company issued a press release announcing the entry into the Agreement described above, which is attached
as Exhibit 99.2.
This
Item 7.01 and the press release attached hereto are being furnished by the Company. In accordance with General Instruction B.2
of Form 8-K, the information contained in this Item 7.01 to Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information
shall not be deemed incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission,
except as shall be expressly set forth by specific reference in any such filing.
Item
9.01 Financial Statemen
t
s and Exhibits.
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.
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LINDBLAD EXPEDITIONS HOLDINGS, INC.
(registrant)
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November 7, 2017
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By:
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/s/
Craig I Felenstein
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Craig I. Felenstein,
Chief Financial Officer
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3
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