NEW
YORK, April 17, 2023 /PRNewswire/ -- Lindblad
Expeditions Holdings, Inc. (Nasdaq: LIND) ("Lindblad" or the
"Issuer") today announced that it priced $275,000,000 aggregate principal amount of 9.000%
senior secured notes due 2028 at par in connection with its
previously announced private offering. The offering is expected to
close on or about May 2, 2023,
subject to customary closing conditions.
The notes will be senior obligations of the Issuer and will be
guaranteed by Lindblad Expeditions, LLC, the Issuer's direct
subsidiary ("Expeditions"), and certain of Expeditions'
subsidiaries and will be secured, subject to permitted liens and
certain other exceptions, by first-priority liens on the stock and
substantially all the assets of LEX Endurance Ltd. and Lindblad
Bluewater II Limited, subsidiaries of the Issuer that hold two of
its vessels: National Geographic Endurance and National
Geographic Resolution (the "Mortgaged Vessels").
Lindblad intends to use the net proceeds from the proposed
offering to prepay in full all outstanding borrowings under its
existing export credit facilities that were incurred to finance the
Mortgaged Vessels. The remaining net proceeds will be used to fund
the costs of the offering and for working capital and general
corporate purposes, which may include strategic growth
initiatives.
The notes and the related guarantees have not been, and will not
be, registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any applicable state or foreign securities
laws, and will be offered only to qualified institutional buyers in
reliance on Rule 144A, and to persons outside the United States in compliance with
Regulation S under the Securities Act. Unless so registered, the
notes and the related guarantees may not be offered or sold in
the United States except pursuant
to an exemption from the registration requirements of the
Securities Act and applicable state securities laws.
This press release will not constitute an offer to sell or a
solicitation of an offer to buy any notes or any other securities.
The offering is not being made to any person in any jurisdiction in
which the offer, solicitation or sale is unlawful.
About Lindblad Expeditions
Holdings, Inc.
Lindblad is an expedition travel company that focuses on
ship-based voyages through its Lindblad Expeditions brand and on
land-based travel through its subsidiaries, Natural Habitat, Inc.,
Off the Beaten Path LLC, DuVine Cycling + Adventure Co. and Classic
Journeys, LLC.
Lindblad 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 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.
Forward-Looking
Statements
Certain matters discussed in this press release are
"forward-looking statements" intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include expectations regarding the use of proceeds of the offering
of notes and may also generally be identified as such because the
context of such statements will include words such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "plan,"
"potential," "predict," "project," "should," "will," "would" or
words of similar import. Similarly, statements that describe
Lindblad's financial guidance or future plans, objectives or goals
are also forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties that
could cause results to differ materially from those expected. Many
of these risks and uncertainties are currently amplified by, and
will continue to be amplified by, or in the future may be amplified
by, the COVID-19 outbreak. It is not possible to predict or
identify all such risks. There may be additional risks that we
consider immaterial or which are unknown. These factors include,
but are not limited to, the following: (i) events and conditions
around the world, including war and other military actions, such as
the current conflict between Russia and Ukraine, inflation, higher fuel prices, higher
interest rates and other general concerns about the state of the
economy or other events impacting the ability or desire of people
to travel; (ii) suspended operations, cancelling or rescheduling of
voyages and other potential disruptions to our business and
operations related to COVID-19, the Russia-Ukraine conflict, the political unrest in
Peru or another unexpected event;
(iii) the impacts of inflation, COVID-19 and/or the Russia-Ukraine conflict on our financial condition,
liquidity, results of operations, cash flows, employees, plans and
growth, fuel prices, changes in fuels consumed and availability of
fuel supply in the geographies in which we operate; (iv) the
impacts of inflation and negative economic conditions or negative
economic outlooks on the demand for future expedition travel; (v)
the loss of key employees, our inability to recruit or retain
qualified shoreside and shipboard employees and increased labor
costs; (vi) unscheduled disruptions in our business due to travel
restrictions, weather events, mechanical failures, pandemics or
other events; (vii) changes adversely affecting the business in
which we are engaged; (viii) management of our growth and our
ability to execute on our planned growth; (ix) our business
strategy and plans; (x) our ability to maintain our relationship
with National Geographic; (xi) compliance with new and existing
laws and regulations, including environmental regulations and
travel advisories and restrictions; (xii) compliance with the
financial and/or operating covenants in our debt arrangements;
(xiii) the impact of severe or unusual weather conditions,
including climate change, on our business; (xiv) adverse publicity
regarding the travel and cruise industry in general; (xv) loss of
business due to competition; (xvi) the result of future financing
efforts; (xvii) delays and costs overruns with respect to the
construction and delivery of newly constructed vessels; (xviii) the
inability to meet revenue and Adjusted EBITDA projections; and
(xix) those risks described in Lindblad's filings with the
Securities and Exchange Commission (the "SEC"). Stockholders,
potential investors and other readers are urged to consider these
factors carefully in evaluating the forward-looking statements and
are cautioned not to place undue reliance on such forward-looking
statements. The forward-looking statements made herein are made
only as of the date of this press release, and Lindblad undertakes
no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
More detailed information about factors that may affect Lindblad's
performance may be found in its filings with the SEC, which are
available at http://www.sec.gov or at http://www.expeditions.com in
the Investor Relations section of Lindblad's website.
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SOURCE Lindblad Expeditions