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Investment vehicle to acquire Lindblad, NASDAQ listing planned

Lindblad Expeditions
Sven-Olof Lindblad - will continue to lead the company and will hold 29% of the issued and outstanding shares
Capitol Acquisition Corp. II, a public investment vehicle, said it has entered into an agreement to acquire and merge with Lindblad Expeditions in a transaction valued at approximately $439m. The combined company intends to be listed on the NASDAQ Stock Market and be renamed Lindblad Expeditions Holdings, Inc.

The company will continue to be led by Lindblad president and founder Sven-Olof Lindblad and the current Lindblad management team.

Capitol was formed for the purpose of effecting a merger, acquisition or similar business combination.

'We created Capitol with the express purpose of investing in a company that will generate superior long-term returns for shareholders,' said Mark Ein, chairman and ceo. 'Expedition travel is among the fastest growing segments in the travel industry. With its well-established brand, long-term National Geographic partnership, deep management experience and strong consumer franchise in this sector, Lindblad is exactly the kind of investment opportunity that we were looking for.'

Ein added Lindblad has 'significant excess demand for its voyages and we believe our merger will provide substantial new resources to position the company for accelerated future growth.'

'We are excited to partner with Capitol Acquisition Corp. II in a transaction that will position Lindblad to move into a new phase in our history and pursue future growth opportunities as a public company,' Sven-Olof Lindblad said. 'The additional resources and strong balance sheet will allow us to meet increasing guest demand by expanding our fleet with new vessels and opportunistically seeking accretive strategic acquisitions.'

Since 2004, Lindblad and National Geographic have collaborated on exploration, research, technology and conservation. In conjunction with the closing of the Capitol deal, Lindblad and National Geographic will extend their partnership through 2025.

'We are thrilled to extend our important partnership with Lindblad Expeditions and support this transaction that will enable Lindblad and our joint offerings to significantly grow in the future,' said Gary E. Knell, president and ceo, National Geographic Society.

Under the terms of the proposed business combination, Capitol will become the owner of all of the equity of Lindblad and will be renamed Lindblad Expeditions Holdings, Inc. The business combination is valued at approximately $439m on an enterprise value basis implying a multiple of 9.8 times projected 2015 adjusted EBITDA and 8.5 times projected 2016 adjusted EBITDA.

The current stockholders of Capitol and the current owners of Lindblad will hold approximately 50% and 49%, respectively, of the issued and outstanding shares of the combined company's common stock including in-the-money options, with the Lindblad Expeditions-National Geographic Joint Fund for Exploration and Conservation owning approximately 1%.

Among the Lindblad current owners, Sven-Olof Lindblad will hold approximately 29% of the issued and outstanding shares of the combined company's common stock including in-the-money options. The current owners of Lindblad also will receive $90m in cash at closing.

Capitol's securities are quoted on the NASDAQ (CLAC, CLACW and CLACU). The company, which raised $200m of cash proceeds in an initial public offering in May 2013, is Ein's second publicly traded acquisition vehicle. The first, Capitol Acquisition Corp., created Two Harbors Investment Corp. (NYSE: TWO), a mortgage real estate investment trust with a current market capitalization of more than $3.8bn.

Capitol's founders said they will make a charitable contribution of 500,000 shares of Capitol common stock to the Lindblad Expeditions-National Geographic Joint Fund for Exploration and Conservation. Prior to this donation, the fund had raised nearly $10m in collaboration with Lindblad travelers since 1997 to support local conservation and environmental stewardship efforts in the regions where Lindblad travels.

The boards of directors of both Capitol and Lindblad have unanimously approved the proposed transaction, whose completion is expected in May, subject to approval by Capitol stockholders and other customary closing conditions.