UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2024
Viad Corp
(Exact name of registrant as specified in its charter)
Delaware |
001-11015 |
36-1169950 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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7000 East 1st Avenue Scottsdale, Arizona |
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85251-4304 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (602) 207-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $1.50 Par Value |
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VVI |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 26, 2024, Viad Corp (the “Company”) entered into the Fourth Amendment (the “Amendment”), among the Company, Brewster Inc., as a co-borrower, the other loan parties party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends the Credit Agreement, dated as of July 30, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, Bank of America, N.A., as administrative agent, the swing line lender and the lenders and letter of credit issuers party thereto from time to time.
The Amendment modifies the Credit Agreement by, among other things, (i) reducing the applicable rate for the existing term loans by 0.75%, to SOFR + 4.25%, (ii) setting the credit spread adjustments to 0% for the existing term loans and (iii) resetting the 1% prepayment premium on any repricings for the existing term loans for six months. Other than the foregoing, the material terms of the Credit Agreement remain unchanged.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference. We have included the Amendment as an exhibit to this filing to provide investors and security holders with information regarding its terms and it is not intended to provide any other factual information about Viad Corp or any of its subsidiaries. The representations and warranties in the Amendment were made only for the purposes of the Amendment, as of a specified date, and may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Amendment are not necessarily characterizations of the actual state of facts concerning Viad Corp or any of its subsidiaries at the time they were made or otherwise and should only be read in conjunction with the other information that we make publicly available in reports, statements, and other documents filed with the SEC.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Viad Corp |
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(Registrant) |
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Date: April 29, 2024 |
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By: |
/s/ Jonathan A. Massimino |
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Jonathan A. Massimino |
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Title: |
General Counsel & Corporate Secretary |
Exhibit 10.1
FOURTH AMENDMENT
This FOURTH AMENDMENT, dated as of April 26, 2024 (this “Amendment”), is by and among VIAD CORP, a Delaware corporation (the “Top Borrower”), BREWSTER INC., an Alberta corporation (the “Co-Borrower” and, together with the Top Borrower, the “Borrowers”), the Lenders party hereto, BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the Guarantors listed on the signature pages hereof, which Amendment amends that certain Credit Agreement, dated as of July 30, 2021 (as amended by that certain First Amendment, dated as of March 23, 2022, that certain LIBOR Transition Amendment, dated as of February 6, 2023, that certain Second Amendment, dated as of March 28, 2023, that certain Third Amendment, dated as of October 6, 2023, and as further amended, extended, restated, amended and restated, replaced, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrowers, the Lenders from time to time party thereto, the L/C Issuers from time to time party thereto, the Swing Line Lender and the Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Top Borrower has requested an amendment to the Existing Credit Agreement pursuant to which certain provisions of the Existing Credit Agreement will be amended as set forth herein;
WHEREAS, Section 10.01 of the Existing Credit Agreement provides that the parties hereto may amend the Existing Credit Agreement for the purposes set forth herein;
WHEREAS, the Top Borrower has appointed BofA Securities, Inc. and KeyBanc Capital Markets Inc. to act as the joint lead arrangers and joint bookrunners for the Amendment (the “Amendment No. 4 Arrangers”); and
WHEREAS, each Initial Term Lender party hereto (such Initial Term Lenders, collectively, the “Existing Initial Term Lenders”) and each other Lender that executes and delivers this Amendment will have agreed to the terms of this Amendment upon the effectiveness of this Amendment on the Amendment No. 4 Effective Date.
Now, therefore, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Effective as of the Amendment No. 4 Effective Date, the Existing Credit Agreement is hereby amended (the Existing Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”) as follows:
A. The following definitions are hereby added to Section 1.01 of the Existing Credit Agreement in the correct alphabetical order:
“Amendment No. 4” means the Fourth Amendment, dated as of April 26, 2024, among the Borrowers, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
“Amendment No. 4 Effective Date” means April 26, 2024.
“Amendment No. 4 Arrangers” has the meaning set forth in Amendment No. 4.
“Initial Arrangers” means Bank of America, N.A. (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), Truist Securities, Inc., KeyBanc Capital Markets Inc. and BMO Capital Markets Corp., in their capacities as joint lead arrangers and joint bookrunners.
B. Clause (b) of the definition of “Applicable Rate” in Section 1.01 of the Existing Credit Agreement is hereby amended by amending and restating such clause in its entirety as follows:
“(b) with respect to any Initial Term Loan, (i) prior to the Amendment No. 4 Effective Date (but excluding such date), 5.00%, in the case of Term SOFR Loans, and 4.00%, in the case of Base Rate Loans and (ii) on and after the Amendment No. 4 Effective Date, 4.25%, in the case of Term SOFR Loans, and 3.25%, in the case of Base Rate Loans;”
C. The definition of “Arrangers” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
““Arrangers” means, (x) prior to the Amendment No. 4 Effective Date, the Initial Arrangers and (y) from and after the Amendment No. 4 Effective Date, the Initial Arrangers and the Amendment No. 4 Arrangers, collectively.”
D. The definition of “Loan Documents” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
““Loan Documents” means this Agreement (including all amendments thereto), each Note, each Issuer Document, the Collateral Documents, the Guaranty and each Customary Intercreditor Agreement.”
E. Clause (a) of the definition of “SOFR Adjustment” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated such clause in its entirety as follows:
“(a) with respect to Term SOFR, (i) in relation to any Loan (other than an Initial Term Loan), 0.11448% (11.448 basis points) for an Interest Period of one-month’s duration, 0.26161% (26.161 basis points) for an Interest Period of three-month’s months’ duration, 0.42826% (42.826 basis points) for an Interest Period of six-months’ duration and 0.71513% (71.513 basis points) for an Interest Period of twelve-months’ duration and (ii) in relation to any Initial Term Loan, 0.0% and”
F. Section 2.05(l) of the Existing Credit Agreement is hereby amended by replacing the words “the twelve-month anniversary of the Closing Date” appearing in the first sentence and
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the second sentence of Section 2.05(l) of the Existing Credit Agreement, in each case, with the words “the six-month anniversary of the Amendment No. 4 Effective Date”.
The amendments set forth in Section 1 hereof shall become effective only upon the satisfaction (or waiver) of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment No. 4 Effective Date”):
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On and as of the Amendment No. 4 Effective Date, after giving effect to this Amendment and the transactions contemplated hereby, each of the Loan Parties hereby represents and warrants to the Administrative Agent and each Lender as follows:
Concurrently with the effectiveness of this Amendment, the Top Borrower shall be deemed to have exercised its rights under Section 10.16(B) of the Existing Credit Agreement to require each Initial Term Lender that has not approved this Amendment prior to 5:00 p.m. (New York City time) on April 23, 2024 (the “Approval Time”) to assign and delegate all of its interests, rights and obligations under the Existing Credit Agreement and the related Loan Documents with respect to its Initial Term Loans to Bank of America, N.A., effective upon such Initial Term Lender’s receipt of payment of an amount equal to the outstanding principal of its Initial Term Loans, accrued interest thereon and any accrued fees (including any amounts under Section 3.05 of the Existing Credit Agreement) from Bank of America, N.A. By its execution of this Amendment, the Administrative Agent agrees to accept such assignments and Bank of America, N.A. agrees to accept such assignments and approves this Amendment in its capacity as assignee of any such Initial Term Loans and an “Initial Term Lender” under the Amended Credit Agreement.
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This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. The electronic execution provisions in Section 10.24 of the Amended Credit Agreement are incorporated herein by reference mutatis mutandis.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Section 10.17 and 10.18 of the Amended Credit Agreement are incorporated herein by reference mutatis mutandis.
Section headings in this Amendment are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.
Each Loan Party hereby expressly consents to the terms of this Amendment and the other transactions contemplated hereby and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the other transaction contemplated hereby, (ii) its guarantee of the Obligations under the Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents and (iii) that such guarantee and grant continues in full force and effect in respect of, and to secure, the Obligations under the Amended Credit Agreement and the other Loan Documents.
Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall not constitute a novation of the Existing Credit Agreement or any of the Loan Documents. For the avoidance of doubt, on and after the Amendment No. 4 Effective Date, this Amendment shall for all purposes constitute a Loan Document.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
VIAD CORP,
as the Top Borrower
By: /s/ Carrie J. Long
Name: Carrie J. Long
Title: Executive Vice President – Treasury and Investor Relations
BREWSTER INC.,
as the Co-Borrower
By: /s/ Carrie J. Long
Name: Carrie J. Long
Title: Executive Vice President – Treasury
BREWSTER TRAVEL CANADA, INC.,
as a Guarantor
By: /s/ Carrie J. Long
Name: Carrie J. Long
Title: Executive Vice President – Treasury
ALASKAN PARK PROPERTIES, INC.,
PURSUIT INVESTMENT HOLDINGS, INC.,
CATC ALASKA TOURISM CORPORATION,
FLYOVER ATTRACTIONS, INC.,
PURSUIT COLLECTION, INC.,
FLYOVER LAS VEGAS, LLC,
GES EVENT INTELLIGENCE SERVICES, INC.,
ONPEAK LLC,
GLOBAL EXPERIENCE SPECIALISTS, INC.,
ON SERVICES – AV SPECIALISTS, LLC,
as Guarantors
By: /s/ Carrie J. Long
Name: Carrie J. Long
Title: Executive Vice President – Treasury and Investor Relations
[Viad Corp – Signature Page to Fourth Amendment]
GLACIER RAFT COMPANY,
as a Guarantor
By: /s/ Carrie J. Long
Name: Carrie J. Long
Title: Treasurer
[Viad Corp – Signature Page to Fourth Amendment]
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Erik M. Truette Name: Erik M. Truette Title: Vice President BANK OF AMERICA, N.A., as an Initial Term Lender and a Revolving Lender
[Viad Corp – Signature Page to Fourth Amendment]
By: /s/ Brendan Kelly Name: Brendan Kelly Title: Senior Vice President [CONSENTING LENDER SIGNATURE PAGES ON FILE WITH THE ADMINISTRATIVE AGENT]
[Viad Corp – Signature Page to Fourth Amendment]
[Viad Corp – Signature Page to Fourth Amendment]