LINDBLAD EXPEDITIONS HOLDINGS, INC. Debt Disclosure

NOTE 6 — LONG-TERM DEBT

 

7.00% Notes

 

On  August 20, 2025, the Company issued $675.0 million aggregate principal amount of 7.00% Notes in a private offering (the “7.00% Notes”). The 7.00% Notes bear interest at a rate of 7.00% per year, payable semiannually in arrears on  March 15 and  September 15 of each year. The 7.00% Notes will mature on  September 15, 2030, subject to earlier repurchase or redemption. Of the $675.0 million net proceeds received from the 7.00% Notes, the Company used $667.5 million to prepay in full all outstanding borrowings under its previous 6.75% and 9.00% Notes, pay premiums and fees related to the transaction, and to terminate in full the prior credit agreements and the commitments thereunder. The remainder is being used for general corporate purposes. The 7.00% Notes are senior secured obligations of the Company and are guaranteed on a senior secured basis by the Company and certain of the Company’s subsidiaries (collectively, the “Guarantors”) and secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. The 7.00% Notes  may be redeemed by the Company, at set redemption prices and premiums, plus accrued and unpaid interest, if any.

 

Revolving Credit Facility 

 

On  August 20, 2025, the Company amended its senior secured revolving credit facility dated  February 4, 2022 (the “Revolving Credit Facility”), increasing the aggregate principal amount of commitments provided from $45.0 million to $60.0 million, extending the maturity date from  February 2027 to  August 2030, and increasing the letter of credit sub-facility from $10.0 million to a $15.0 million aggregate principal amount. The obligations under the Revolving Credit Facility are guaranteed by the Company, and the Guarantors and are secured by first-priority pari passu liens, subject to permitted liens and certain exceptions, on substantially all the assets of the Company and the Guarantors. Borrowings under the Revolving Credit Facility, if any, will bear interest at a rate per annum equal to, at the Company’s option, an adjusted Secured Overnight Financing Rate (“SOFR”) plus a spread or a base rate plus a spread. The Company is required to pay a 0.5% quarterly commitment fee on undrawn amounts under the Revolving Credit Facility. As of  December 31, 2025, the Company had no borrowings under the Revolving Credit Facility.

 

Covenants

 

The 7.00% Notes and Revolving Credit Facility contain covenants that, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries to incur certain additional indebtedness and make certain dividend payments, distributions, investments and other restricted payments. These covenants are subject to a number of important exceptions and qualifications set forth in the 7.00% Notes and Revolving Credit Facility. As of December 31, 2025, the Company was in compliance with the covenants currently in effect. 

 

Long-Term Debt Outstanding

 

As of December 31, 2025 and 2024, long-term debt and other borrowing arrangements consisted of:

 

		As of December 31, 2025												As of December 31, 2024
(In thousands)		Principal				Deferred Financing Costs, net				Balance				Principal				Deferred Financing Costs, net				Balance
7.00% Notes		$	675,000			$	(12,329	)		$	662,671			$	-			$	-			$	-
6.75% Notes			-				-				-				360,000				(4,576	)			355,424
9.00% Notes			-				-				-				275,000				(4,999	)			270,001
Other			3				-				3				29				-				29
Total long-term debt			675,003				(12,329	)			662,674				635,029				(9,575	)			625,454
Less current portion			(3	)			-				(3	)			(29	)			-				(29	)
Total long-term debt, non-current		$	675,000			$	(12,329	)		$	662,671			$	635,000			$	(9,575	)		$	625,425

 

Future minimum principal payments of long-term debt are as follows: 

 

Year		Amount
		(In thousands)
2026		$	3
2027			-
2028			-
2029			-
2030			675,000
Thereafter			-
		$	675,003

 

For the years ended December 31, 2025 and 2023, the Company recorded deferred financing costs of $13.2 million and $7.5 million, respectively, in long-term debt, amortizing the costs over the term of the financing using the straight-line method. The Company did not record deferred financing costs in the year ended December 31, 2024. For the years ended December 31, 2025, 2024 and 2023, deferred financing costs charged to interest expense were $3.3 million, $3.7 million and $3.4 million, respectively.

 

On  August 20, 2025, the Company issued the 7.00% Notes, using a portion of the funds received from the 7.00% Notes to repay in full the 6.75% and 9.00% Notes, which resulted in an extinguishment of the previous debt. The extinguishment resulted in a total charge of $23.5 million consisting of a write off of $7.1 million of deferred financing costs and $16.4 million in call premiums to tender the 6.75% and 9.00% Notes.

 

In 2023, the Company repaid its prior senior secured credit agreements, with the proceeds of the 9.00% Notes and $3.9 million of related deferred financing costs were written-off to other expense.

 

Letters of Credit

 

As of December 31, 2025 and 2024, the Company had $1.2 million in letters of credit outstanding with financial institutions. The annual fee for letters of credit is 1.0% of the outstanding balance. The letters of credit are secured by a certificate of deposit maintained at the financial institutions and that mature in November 2025. See Note 10—Commitments and Contingencies for more information.