SEC Company Response from LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499) (LIND) — Jun 27, 2019
LINDBLAD EXPEDITIONS HOLDINGS, INC. (LIND) (CIK 0001512499)
Date: June 27, 2019 · CIK: 0001512499 · Accession: 0001144204-19-032833
AI Filing Summary & Sentiment
File numbers found in text: 333-232113
Referenced dates: June 21, 2019
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Christina Chalk Office of Mergers and Acquisitions 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. Chalk:
On behalf of Lindblad Expeditions Holdings, Inc. (the “Company”), we are responding to the comment of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) in your letter dated June 21, 2019 in connection with the above captioned Schedule TO (the “Schedule TO”) and Form S-4 (the “Form S-4”). In connection with these responses, the Company is filing via EDGAR a complete copy of the Amendment No. 1 to the Schedule TO (as so amended and including the exhibits filed therewith, the “Amended Schedule TO”) and a complete copy of its amended registration statement on Form S-4 (as so amended and including the exhibits filed therewith, the “Amended Registration Statement”).
Your numbered comment is reproduced below in italicized text. The Company’s response to the comment is set forth immediately following the comment.
United States Securities and Exchange Commission
June 27, 2019 Page 2
Schedule TO-I - Item 10. Financial Statements
1. You have incorporated by reference to financial statements previously filed in the Company’s periodic reports. Where you do so, at least the summary financial statements specified in Item 1010(c) must be included in the disclosure document provided to shareholders. See Instruction 6 to Item 10 of Schedule TO and Compliance and Disclosure Interpretation #7 in Section I.H in the July 2001 Supplement available at www.sec.gov.
Response:
The Company acknowledges the Staff’s comment and confirms that it has revised the Amended Registration Statement and Amended Schedule TO to include the information required by Item 1010(c) of Regulation M-A.
If you have any questions regarding the responses to the comments of the Staff, or require additional information, please call or email me at (212) 735-2439 or laura.kaufmann@skadden.com.
Sincerely,
/s/ Laura Kaufmann-Belkhayat
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CORRESP
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filename1.htm
[Letterhead of Skadden, Arps, Slate, Meagher
& Flom LLP]
June 27, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions
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. Chalk:
On behalf of Lindblad Expeditions Holdings,
Inc. (the “Company”), we are responding to the comment of the staff (the “Staff”) of the
United States Securities and Exchange Commission (the “Commission”) in your letter dated June 21, 2019 in connection
with the above captioned Schedule TO (the “Schedule TO”) and Form S-4 (the “Form S-4”). In
connection with these responses, the Company is filing via EDGAR a complete copy of the Amendment No. 1 to the Schedule TO (as
so amended and including the exhibits filed therewith, the “Amended Schedule TO”) and a complete copy of its
amended registration statement on Form S-4 (as so amended and including the exhibits filed therewith, the “Amended Registration
Statement”).
Your numbered comment is reproduced below
in italicized text. The Company’s response to the comment is set forth immediately following the comment.
United States Securities and Exchange Commission
June 27, 2019
Page 2
Schedule TO-I - Item 10. Financial Statements
1. You have incorporated by reference to financial statements previously filed in the Company’s periodic reports. Where
you do so, at least the summary financial statements specified in Item 1010(c) must be included in the disclosure document provided
to shareholders. See Instruction 6 to Item 10 of Schedule TO and Compliance and Disclosure Interpretation #7 in Section I.H in
the July 2001 Supplement available at www.sec.gov.
Response:
The Company acknowledges the Staff’s
comment and confirms that it has revised the Amended Registration Statement and Amended Schedule TO to include the information
required by Item 1010(c) of Regulation M-A.
If you have any questions regarding the
responses to the comments of the Staff, or require additional information, please call or email me at (212) 735-2439 or laura.kaufmann@skadden.com.
Sincerely,
/s/ Laura Kaufmann-Belkhayat
Laura Kaufmann-Belkhayat
cc: Via E-mail
Thomas Naiman
Director Technical Accounting
Craig I. Felenstein
Chief Financial Officer
96 Morton Street, 9th Floor
New York, NY 10014
Via E-mail
Ann Beth Stebbins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
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