LINDBLAD EXPEDITIONS HOLDINGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)
Item 1.01. Conclusion of a significant definitive agreement.
Indenture for 6.750% Senior Secured Notes Due 2027
The Notes were issued pursuant to a private offer exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional purchasers pursuant to Rule 144A of the Securities Act and to people outside
The notes bear interest at the rate of 6.750% per annum, accrued from
The Issuer may redeem all or part of the Notes at any time before
The Indenture contains covenants which, among other things, limit the ability of the Issuer, the ability of the Company and the ability of the Company’s Restricted Subsidiaries to incur certain additional indebtedness and issue Preferred Shares, to perform certain payments of dividends, distributions, investments and other restricted payments, to sell certain assets, to agree to any restrictions on the ability of restricted subsidiaries to make certain payments to the Company or to any of its restricted subsidiaries, to create certain liens, to merge, to consolidate or sell all or substantially all of the assets of the Company, enter into certain transactions with subsidiaries or designate subsidiaries as fully-fledged subsidiaries. These covenants are subject to a number of material exceptions and qualifications set forth in the Indenture. The indenture also contains customary default provisions.
Lindblad intends to use the net proceeds of the offering to prepay all outstanding borrowings under its existing term loan, including the
loan and revolving credit facility (together, the “Existing Credit Agreement”), to pay all related premiums and fully terminate its Existing Credit Agreement and covenants thereunder.
The above summary of the Indenture and Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture and Notes, copies of which are filed with this current report. on Form 8-K as Exhibits 4.1 and 4.2 and are incorporated herein by reference.
Some of the Initial Purchasers and/or their affiliates participate in, or are agents and lenders under, our existing Credit Agreement and, accordingly, will receive a portion of the net proceeds of the Notes offering and some of the Initial Purchasers or their affiliates have agreed with the Issuer to act as arranger, lender and/or agent under the New Credit Facility (as defined below).
Collateral Trust Agreement
The Collateral Trust Agreement provides for the determination of the enforcement of liens, the order of enforcement and the release of liens with respect to the Notes. Pursuant to the Collateral Trust Agreement, proceeds received by the Collateral Trustee from any foreclosure, collection or other performance will be distributed (i) first, upon payment of all amounts payable under the Collateral Trust Agreement, (ii) secondly, to the repayment of debts and other obligations secured by liens on the Collateral, (iii) thirdly, to the respective Authorized Representatives equally and proportionately for each series of first lien claims (including the Trustee and the Administrative Agent) for application to the payment of all outstanding Notes, amounts due under the Revolving Credit Agreement and other senior indebtedness and (iv) fourthly, in respect of any excess remaining after full cash payment of amounts described in the preceding clauses, to the Issuer or the applicable guarantor, as the case may be, or its successors or assigns, or as directed by a competent court. The collateral trust agreement also contains customary default provisions.
The above summary of the Collateral Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Collateral Trust Agreement, a copy of which is filed with this current report on Form 8- K as Appendix 10.1 and is incorporated herein by reference.
Some of the Initial Purchasers and/or their affiliates participate in, or are agents and lenders under, our existing Credit Agreement and, accordingly, will receive a portion of the net proceeds of the Notes offering and some of the Initial Purchasers or their affiliates have agreed with the Issuer to act as arranger, lender and/or agent under the New Credit Facility.
New Credit Facility and Revolving Credit Agreement
Borrowings under the New Credit Facility will bear interest at an annual rate equal, at the option of the Issuer, to an adjusted SOFR rate plus a spread or to a base rate plus a spread. The revolving credit agreement contains customary events of default clauses, positive and negative clauses (including, among others, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends , investments and transactions with affiliated companies) and financial clauses. . . .
Point 2.03 Creation of a direct financial obligation.
The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. 4.1 Indenture, dated as of
February 4, 2022, among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the other guarantors named therein and Wilmington Trust, National Association, as trustee and collateral trustee, relating to the 6.750% Senior Secured Notes due 2027. 4.2 Form of 6.750% Senior Secured Notes due 2027 (included in Exhibit 4.1). 10.1 Collateral Trust Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the other grantors party thereto, Wilmington Trust, National Associationas trustee and collateral trustee, Credit Suisse AG, Cayman IslandsBranch, as administrative agent under the Revolving Credit Agreement and each additional authorized representative from time to time party thereto. 10.2 Revolving Credit Agreement, dated as of February 4, 2022, by and among Lindblad Expeditions, LLC, Lindblad Expeditions Holdings, Inc., the lenders and other parties party thereto and Credit Suisse AG, Cayman IslandsBranch, as administrative agent, and Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A. as joint bookrunners, joint lead arrangers and syndication agents. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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