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

At February 4, 2022, Lindblad Expeditions Holdings, Inc. (the “Company” or “Lindblad”), entered into an indenture dated February 4, 2022 (the “deed”), by and among Lindblad Expeditions, LLC (the “Issuer”), Lindblad, as parent guarantor, the subsidiary guarantors named therein, and Wilmington Trust, National Associationas trustee (in such capacity, the “Trustee”) and collateral trustee (in such capacity, the “Collateral Trustee”), governing the conditions of the Issuer $360,000,000 6.750% aggregate principal amount of senior secured notes due 2027 (the “Notes”). The tickets were issued on February 4, 2022.

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 United States in accordance with Regulation S of the Securities Act. The Notes are first ranking secured obligations of the Issuer and are (i) guaranteed on a first ranking guaranteed basis by the Company and certain of the Company’s subsidiaries (other than the Issuer) which also guarantee the obligations under of the Revolving Credit Agreement (as defined below) and (ii) secured by first ranking liens (subject to permitted liens and certain exceptions) on the same collateral that secures the obligations under the new credit facility. credit (as defined below). The Notes and related collateral have not been and will not be registered under securities law and may not be offered or sold in United States the absence of registration or an applicable exemption from registration requirements.

The notes bear interest at the rate of 6.750% per annum, accrued from February 4, 2022. Interest on the Notes is payable semi-annually in arrears on February 15
and August 15th of each year, from August 15, 2022. The Notes will expire on February 15, 2027subject to redemption or early redemption in accordance with the terms of the Trust Indenture.

The Issuer may redeem all or part of the Notes at any time before February 15, 2024, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, up to but not including the date of redemption, and a “repair” premium set forth in the deed of trust. On or after February 15, 2024, the Issuer may redeem all or part of the Notes at any time at the redemption prices specified in the Deed, plus accrued and unpaid interest and additional amounts, if any, up to but not including the date of redemption. . Moreover, at any time before February 15, 2024, the Issuer may, at its option, redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 106.750% of the principal amount of the Notes plus accrued and unpaid interest and additional amounts, if any , to , excluding the date of redemption, with the net cash proceeds of issues of specified shares. If the Company experiences certain change of control events, the Issuer must offer to redeem the Notes at 101% of their principal amount, plus accrued and unpaid interest and additional amounts, if any, up to the date of redemption. , but not included.

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 Main Street
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.


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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



At February 4, 2022, the Company has entered into a collateral trust agreement (the “Collateral Trust Agreement”), which sets forth the terms upon which the collateral trustee receives, holds, administers, maintains, applies and distributes the proceeds of all liens on all guarantees (as defined below) belonging to the Issuer or any guarantor for the benefit of all present and future holders of the Notes, the lenders under the Revolving Credit Agreement and any other existing holders and future of senior debt. The agent or other representative of the holders of any series of Senior Future Claims (together with the Trustee and Administrative Agent (as defined below), “Authorized Representatives” will be required to sign an collateral trust agreement in order to confirm the agreement of the affected secured creditors to be bound by the terms thereof.

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

At February 4, 2022the Company has entered into a new senior secured revolving credit facility (the “New Credit Facility”), which includes an aggregate principal amount of $45.0 million maturation February 2027including a letter of credit sub-facility in an aggregate principal amount of up to $5.0 million (the “Revolving Credit Agreement”), by and between the Issuer, as Borrower, the Company, Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, and its successors and assigns in such capacity, the “Administrative Agent”), the lenders therein from time to time and certain other parties. The New Credit Facility will be guaranteed by the Company and certain subsidiaries of the Company (other than the Issuer) from time to time and secured by a first lien (subject to permitted liens and certain exceptions) over substantially all of all of the Issuer’s assets. and Guarantors, whether held on the date of closing of the Offer or acquired thereafter on a pari passu basis with the obligations under the Notes (the “Guarantee”).

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
           Association as trustee and collateral trustee, Credit Suisse AG,
           Cayman Islands Branch, 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 Islands Branch, 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).




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