Business Context and Reporting Period
This Form 8-K, dated April 1, 2015, is filed by Capitol Acquisition Corp. II ("Capitol") regarding a proposed transaction with Lindblad Expeditions, Inc. ("Lindblad"). The filing announces Capitol's intent to hold presentations for stockholders and potential investors concerning the deal, which was initially described in a March 10, 2015 filing. A preliminary proxy statement has been filed with the SEC to solicit approval for the transaction.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity for either company. It notes that an attached investor presentation (Exhibit 99.1) contains Lindblad's financial information, including non-GAAP measures such as EBITDA. The filing explicitly states that this non-GAAP data does not conform to SEC Regulation S-X and will be adjusted in the definitive proxy statement to better reflect Lindblad's ability to meet capital expenditures and working capital requirements.
Material Changes and Transaction Status
The primary material event is the progression of the proposed business combination between Capitol and Lindblad. No specific financial changes versus prior periods are detailed in this text. The filing serves to distribute an investor presentation to stakeholders and direct them to the preliminary proxy statement for detailed transaction terms.
Guidance, Outlook, and Risks
The document contains extensive forward-looking statements regarding the anticipated financial impacts of the transaction, the timing of completion, and the expectation of security holder approval. Management cautions that actual results may differ materially due to significant risks, including:
- Failure to receive required security holder approvals or satisfy closing conditions.
- Business conditions, weather, and natural disasters.
- Changes in government regulations, legislation, or geopolitical events.
- Fluctuations in customer demand and general economic conditions.
- Outcomes of government reviews, inquiries, or litigation.
Neither Capitol nor Lindblad undertakes an obligation to update these forward-looking statements except as required by law.
Investor Verification Checklist
- Verify the contents of the Preliminary Proxy Statement and the attached Investor Presentation (Exhibit 99.1) for specific financial data and deal terms.
- Confirm the record date for the special meeting to vote on the proposed transaction.
- Review the definitive proxy statement once available for adjusted financial data conforming to Regulation S-X.
- Assess the risk of the transaction failing to close due to regulatory or shareholder approval hurdles.
- Examine Capitol's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, for details on officer and director security holdings.