Business Context and Reporting Period
This Form 8-K is filed by Capitol Acquisition Corp. II ("Capitol") on April 30, 2015, regarding a proposed merger with Lindblad Expeditions, Inc. ("Lindblad"). The filing details amendments to the Merger Agreement originally signed on March 9, 2015, specifically addressing debt financing milestones and termination deadlines.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or margins for either entity. The primary financial data points relate to the proposed transaction structure:
- Debt Financing Commitment: $120 million senior secured first lien term loan facility committed by Credit Suisse Securities (USA) LLC and Credit Suisse AG.
- Original Financing Target: $112 million minimum required to satisfy a condition precedent in the Merger Agreement.
Material Changes Versus Prior Period
The filing reports two material amendments to the Merger Agreement:
- Amendment No. 1 (April 30, 2015): Extended the "Debt Financing Target Date" from May 1, 2015, to May 8, 2015. This extension was necessary to allow time for the closing of the $120 million debt facility.
- Amendment No. 2 (May 1, 2015): Postponed the termination date for the Merger Agreement. The deadline for consummating the merger was extended from the later of May 15, 2015, or a stockholder-approved date (not later than June 29, 2015), to July 31, 2015.
Guidance, Outlook, and Risks
Outlook: The debt financing is expected to close and fund prior to May 8, 2015. Capitol intends to hold presentations for stockholders regarding the transaction.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Key risks identified include:
- Failure to obtain required security holder approvals.
- Failure to satisfy closing conditions, including the debt financing.
- Business conditions, weather, natural disasters, and geopolitical events.
- Changes in government regulations or legislation affecting Lindblad's business.
Important Facts for Investor Verification
- Verify the final closing of the $120 million debt facility with Credit Suisse prior to the May 8, 2015 deadline.
- Confirm the outcome of the Capitol stockholder vote required to approve the merger and the extension of the business combination deadline.
- Review the Definitive Proxy Statement for details on security holdings of Capitol officers and directors.
- Monitor for any further amendments to the Merger Agreement if the July 31, 2015, termination date is approached without consummation.