Amended Tender Offer Statement by Issuer (sc To-i/a)
15 Julho 2019 - 6:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
LINDBLAD
EXPEDITIONS HOLDINGS, INC.
(Name of Subject Company (Issuer))
LINDBLAD
EXPEDITIONS HOLDINGS, INC.
(Name of Filing Persons (Issuer))
Warrants to Purchase Common Stock
(Title of Class of Securities)
535219117
(CUSIP Number of Class of Securities)
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
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Ann Beth Stebbins, Esq.
Laura Kaufmann Belkhayat, Esq.
Skadden, Arps, Slate, Meagher &
Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
CALCULATION OF FILING FEE
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Transaction Valuation
(1)
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Amount of Filing Fee
(2)
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$59,756,433.45
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$7,242.48
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(1)
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The transaction valuation is estimated solely for purposes of calculating the amount of the filing fee. Lindblad Expeditions
Holdings, Inc. (the “Company”) is offering holders of a total of 10,085,474 warrants (representing 4,745,908 Public
Warrants and 5,339,566 Private Warrants (each as defined below) issued by the Company and outstanding as of June 13, 2019 the opportunity
to exchange such warrants for common stock, par value $0.0001 per share, of the Company (the “Common Stock”) for 0.385
shares of Common Stock in exchange for each warrant). The transaction value was determined by using the average of the high and
low prices of the publicly traded warrants of the Company as reported on the NASDAQ Capital Market on June 11, 2019, which was
$5.925.
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(2)
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The amount of the filing fee assumes that all outstanding warrants of the Company will be exchanged and is calculated pursuant
to Rule 0-11(b) under the Securities Exchange Act of 1934, as amended, and equals $121.20 for each $1,000,000 of the transaction
value.
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☒
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Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $7,729.74
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Filing Party: Lindblad Expeditions Holdings, Inc.
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Form or Registration No.: Form S-4
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Date Filed: June 14, 2019
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☐
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Check the box if the filing
relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
☐ third-party tender offer subject to
Rule 14d-1.
☒
issuer
tender offer subject to Rule 13e-4.
☐ going-private transaction subject
to Rule 13e-3.
☐ amendment to Schedule 13D under Rule
13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)
☐
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule TO originally filed by filed by Lindblad Expeditions Holdings, Inc., a Delaware corporation (the “Company”),
with the Securities and Exchange Commission (the “SEC”) on June 14, 2019 (as amended, the “Schedule TO”).
The Schedule TO was filed pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
in connection with the Company’s offer to its warrant holders described in the Schedule TO to receive 0.385 shares of Common
Stock, par value $0.0001 per share, of the Company in exchange for every outstanding Warrant (as defined in the Schedule TO) of
the Company tendered by the holder and exchanged pursuant to the exchange offer (the “Exchange Offer”). The Exchange
Offer is made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, dated July 9, 2019 (the
“Prospectus/Offer to Exchange”) and in the related Letter of Transmittal and Consent, a copies of which were filed
as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO.
This Amendment No. 3 is being filed to report the final results
of the Exchange Offer.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented
by adding the following paragraph:
“The Offer expired on July 12, 2019, at 11:59 p.m., Eastern
Daylight Time (the “Expiration Date”), in accordance with its terms. As of the Expiration date, a total of 9,935,000
Warrants were validly tendered pursuant to the Offer and not withdrawn (including 3,930 through guaranteed delivery), representing
approximately 98.5% of the outstanding Warrants. Pursuant to the terms of the Offer, the Company expects to issue an aggregate
of approximately 3,824,960 shares of Common Stock in exchange for such Warrants. In addition, the Warrant Amendment was approved
as the Company received the consent of holders of at least a majority of the outstanding Warrants.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented
by adding the following exhibit:
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Exhibit
No.
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Description
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(a)(5)(B)
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Press Release, dated July 15, 2019
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
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LINDBLAD EXPEDITIONS HOLDINGS, INC.
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By:
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/s/ Craig I. Felenstein
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Craig I. Felenstein
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Chief Financial Officer
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Dated: July 15, 2019
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