SEC Comment Letter for LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499) (LIND) — Jun 21, 2019
LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499)
Date: June 21, 2019 · CIK: 0001512499 · Accession: 0000000000-19-010145
AI Filing Summary & Sentiment
Letter
Via E -Mail Ann Beth Stebbins Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 Form S -4 filed June 14, 2019 File No. 333 -232113
Re: Lindblad Expeditions Holdings, Inc. Schedule TO -I filed on June 14 , 2019 File No. 5-87458
Dear Ms. Stebbins :
The Office of Mergers and Acquisitions has conducted a limited review of the filings listed above. The focus of our review is compliance with the tender offer rules applicable to your transaction. Our comments appear below . All defined terms have the same meaning as in the prospectus included as part of the Form S -4 listed above.
Please respond to this letter by revis ing your filing s, by provi ding the requested information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing s and the information you provide in response to this comment , we may have additional comments.
Schedule TO -I – Item 10. Financial Statements
1. You have incorporated by reference to financial statements pre viously filed in the Comp any’s periodic reports. Where you do so, at least the summar y financial statements specified in Item 1010 (c) must be included in the disclosure document provided to shareholders. See Instruction 6 t o Item 10 of Schedule TO and C ompliance and Disclosure Interpretation #7 in Section I.H in the July 2001 Supplement av ailable at www.sec.gov .
Ann Beth Stebbins , Esq. Skadden, Arps, Slate, Meagher & Flom LLP June 2 1, 2019 Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact me at (202) 551 - 3263 with any questions about the above comment .
Sincerely,
/s/ Christina Chalk
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June 21 , 2019 Via E -Mail Ann Beth Stebbins Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 Re: Lindblad Expeditions Holdings, Inc. Schedule TO -I filed on June 14 , 2019 File No. 5-87458 Form S -4 filed June 14, 2019 File No. 333 -232113 Dear Ms. Stebbins : The Office of Mergers and Acquisitions has conducted a limited review of the filings listed above. The focus of our review is compliance with the tender offer rules applicable to your transaction. Our comments appear below . All defined terms have the same meaning as in the prospectus included as part of the Form S -4 listed above. Please respond to this letter by revis ing your filing s, by provi ding the requested information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing s and the information you provide in response to this comment , we may have additional comments. Schedule TO -I – Item 10. Financial Statements 1. You have incorporated by reference to financial statements pre viously filed in the Comp any’s periodic reports. Where you do so, at least the summar y financial statements specified in Item 1010 (c) must be included in the disclosure document provided to shareholders. See Instruction 6 t o Item 10 of Schedule TO and C ompliance and Disclosure Interpretation #7 in Section I.H in the July 2001 Supplement av ailable at www.sec.gov . Ann Beth Stebbins , Esq. Skadden, Arps, Slate, Meagher & Flom LLP June 2 1, 2019 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact me at (202) 551 - 3263 with any questions about the above comment . Sincerely, /s/ Christina Chalk Christina Chalk Senior Special Counsel Office of Mergers and Acquisitions