SEC Comment Letter for LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499) (LIND) — Jun 17, 2015
LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499)
Date: June 17, 2015 · CIK: 0001512499 · Accession: 0000000000-15-032139
AI Filing Summary & Sentiment
Letter
June 17, 201 5 Mark Ein Chief Executive Officer Capitol Acquisition Corp. II 509 7th Street, N.W. Washington, D.C. 20004
Re: Capitol Acquisition Corp. II Revised Preliminary Proxy Statement on Schedule 14A Filed June 10 , 2015 File No. 001 -35898
Dear Mr. Ein :
We have reviewed your responses to the comments in our letter dated June 4 , 2015 and have the following additional comments.
Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Note 1 – Business
Financing Transaction, page FS -26
1. We note from your response to our previous comment 2 that the CFMF Transaction Agreements represent a cost method investment on December 1 1, 2014. Please provide us with your basis for your determination, including any accounting guidance considered and whether or not you considered if the PPR fell within the scope of ASC 860. To the extent you still believe the PPR should be recorded as a cost method investment, tell us why you believe the fair value was not below the carry cost as of December 31, 2014 given your intention to liquidate CFMF on May 8, 2015 (see ASC 325 -20-35). Finally, please provide us with the accounting guidance you con sidered to determine when any gain or loss on the repurchase of the warrant should be recorded on December 11, 2014.
2. Please explain why the pro forma adjustment (i.e., Note 10 on page 77) reflects a decrease to additional paid -in capital of $73M. Additio nally, provide us with your
Mark Ein Capitol Acquisition Corp. II June 17 , 2015 Page 2
calculation of the expected gain or loss on the extinguishment of debt under ASC 470 -50 and repurchase of the warrant to reflect the closing of this transaction that occurred on May 8, 2015. Confirm how the gain or loss was ref lected in your pro forma adjustment and guidance considered in determining its classification. Finally, please revise the disclosure in your footnotes to the financial statements to disclose the expected gain or loss to be recorded and the allocation of i t between the debt and the warrant.
You may contact Amy Geddes at (202) 551 -3304 or Melissa Raminpour at (202) 551 - 3379 if you have questions regarding comments on the financial statements and related matters. Please contact Tonya K. Aldave at (202) 551 -3601 or me at (202) 551 -3611 with any other questions.
Sincerely,
/s/ A.N. Parker
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June 17, 201 5 Mark Ein Chief Executive Officer Capitol Acquisition Corp. II 509 7th Street, N.W. Washington, D.C. 20004 Re: Capitol Acquisition Corp. II Revised Preliminary Proxy Statement on Schedule 14A Filed June 10 , 2015 File No. 001 -35898 Dear Mr. Ein : We have reviewed your responses to the comments in our letter dated June 4 , 2015 and have the following additional comments. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Note 1 – Business Financing Transaction, page FS -26 1. We note from your response to our previous comment 2 that the CFMF Transaction Agreements represent a cost method investment on December 1 1, 2014. Please provide us with your basis for your determination, including any accounting guidance considered and whether or not you considered if the PPR fell within the scope of ASC 860. To the extent you still believe the PPR should be recorded as a cost method investment, tell us why you believe the fair value was not below the carry cost as of December 31, 2014 given your intention to liquidate CFMF on May 8, 2015 (see ASC 325 -20-35). Finally, please provide us with the accounting guidance you con sidered to determine when any gain or loss on the repurchase of the warrant should be recorded on December 11, 2014. 2. Please explain why the pro forma adjustment (i.e., Note 10 on page 77) reflects a decrease to additional paid -in capital of $73M. Additio nally, provide us with your Mark Ein Capitol Acquisition Corp. II June 17 , 2015 Page 2 calculation of the expected gain or loss on the extinguishment of debt under ASC 470 -50 and repurchase of the warrant to reflect the closing of this transaction that occurred on May 8, 2015. Confirm how the gain or loss was ref lected in your pro forma adjustment and guidance considered in determining its classification. Finally, please revise the disclosure in your footnotes to the financial statements to disclose the expected gain or loss to be recorded and the allocation of i t between the debt and the warrant. You may contact Amy Geddes at (202) 551 -3304 or Melissa Raminpour at (202) 551 - 3379 if you have questions regarding comments on the financial statements and related matters. Please contact Tonya K. Aldave at (202) 551 -3601 or me at (202) 551 -3611 with any other questions. Sincerely, /s/ A.N. Parker Anne Nguyen Parker Assistant Director cc: Jeffrey M. Gallant , Esq. Graubard Miller