WASHINGTON and NEW YORK, June 22,
2015 /PRNewswire/ -- Capitol Acquisition Corp. II (NASDAQ:
CLAC; "Capitol") and Lindblad Expeditions, Inc. ("Lindblad" or the
"Company"), a global provider of expedition cruises and adventure
travel experiences, today announced the successful syndication of
the Company's $175 million senior
secured term loan (the "Term Loan") under the credit agreement with
Credit Suisse AG, as Administrative Agent and Collateral Agent,
dated as of May 8, 2015. The Term
Loan was increased to $175 million
from its initial size of $150 million
and the interest rate applicable to the Term Loan was significantly
reduced.
As announced previously, Lindblad and Capitol, a publicly traded
investment vehicle, intend to merge in a transaction valued at
approximately $439 million. The
combined company expects to be listed on the NASDAQ Stock Market
and be renamed Lindblad Expeditions Holdings, Inc.
"We are pleased to announce the successful syndication,
increased size and reduced rate of Lindblad's new term loan, which
we believe reflects the confidence of our new lender group in the
business and its future prospects," said Mark Ein, Chairman and Chief Executive Officer
of Capitol.
Sven-Olof Lindblad, President and
Chief Executive Officer of Lindblad added, "The increased proceeds
from our facility represent another important step for us. This
financing, together with the equity capital and public currency
from our merger with Capitol, will give us significant resources to
capitalize on the substantial demand for our expeditions by
expanding the fleet and opportunistically seeking accretive
strategic acquisitions."
The Term Loan will bear interest at an annual rate of LIBOR
(subject to a minimum of 1.00%) plus 4.50%, which represents a
decrease of 100 basis points from the annual rate set upon the
initial funding of the Term Loan on May
8, 2015. In addition, the upsized credit facility will
provide greater flexibility to the Company to, among other things,
make acquisitions, pay dividends, repurchase stock and incur
additional debt.
Credit Suisse AG acted as Sole Bookrunner and Sole Lead
Arranger, with respect to the transaction.
ADDITIONAL INFORMATION ABOUT THE MERGER BETWEEN CAPITOL AND
LINDBLAD AND WHERE TO FIND IT
In connection with the proposed business combination with
Lindblad, Capitol has filed a preliminary proxy statement with the
SEC to be used at its special meeting of stockholders to approve
the proposed business combination and certain other related
matters. Stockholders are advised to read the preliminary proxy
statement and, when available, the definitive proxy statement in
connection with the solicitation of proxies for such meeting
because the proxy statement will contain important information.
Such persons can also read Capitol's final prospectus, dated
May 10, 2013, and Capitol's annual
report on Form 10-K for the fiscal year ended December 31, 2014 for a description of the
security holdings of the Capitol officers and directors and their
interests as security holders in the successful consummation of the
proposed business combination. The definitive proxy statement will
be mailed to stockholders as of a record date established for the
meeting. Stockholders will also be able to obtain a copy of the
proxy statement, without charge, by directing a request to: Capitol
Acquisition Corp. II, 509 7th Street, N.W., Washington, D.C. 20004. The preliminary proxy
statement and definitive proxy statement, once available, can also
be obtained, without charge, at the SEC's internet site
(http://www.sec.gov).
About Lindblad Expeditions
Lindblad Expeditions is an expedition travel company that 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 to 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.
About Capitol Acquisition Corp. II
Capitol Acquisition Corp. II is a public investment vehicle
formed for the purpose of effecting a merger, acquisition or
similar business combination. Capitol is led by Chairman and Chief
Executive Officer Mark D. Ein, and
Director and Chief Financial Officer L.
Dyson Dryden. Capitol's securities are quoted on the NASDAQ
stock exchange under the ticker symbols CLAC, CLACW and CLACU. The
company, which raised $200 million of
cash proceeds in an initial public offering in May 2013, is Mark
Ein's second publicly traded acquisition vehicle. The first,
Capitol Acquisition Corp., created Two Harbors Investment Corp.
(NYSE: TWO), a leading mortgage real estate investment trust
(REIT), which combined with the spin-out of Silver Bay Realty Trust
Corp. (NYSE: SBY) have a combined current market capitalization of
approximately $4.4 billion.
FORWARD LOOKING STATEMENTS
This written communication contains forward-looking statements
that involve risks and uncertainties concerning Capitol's proposed
business combination with Lindblad, Lindblad's expected financial
performance, as well as its strategic and operational plans. Actual
events or results may differ materially from those described in
this written communication due to a number of risks and
uncertainties. The potential risks and uncertainties include, among
others, the possibility that the proposed business combination will
not close or that the closing may be delayed; the reaction of
Lindblad's customers to the proposed business combination; general
economic conditions; or the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement. In addition, please refer to the documents that
Capitol files with the SEC. The filings by Capitol identify and
address other important factors that could cause its financial and
operational results to differ materially from those contained in
the forward-looking statements set forth in this written
communication. Capitol is under no duty to update any of the
forward-looking statements after the date of this written
communication to conform to actual results.
Contacts:
Justin Dini
/ Alex Yankus
Brunswick Group
212-333-3810
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/lindblad-expeditions-inc-completes-the-successful-syndication-and-upsize-of-its-new-term-loan-300102478.html
SOURCE Capitol Acquisition Corp. II