GENERAL INFORMATION ABOUT THE SPECIAL MEETING
WHY AM I RECEIVING THIS PROXY STATEMENT?
The Board of Directors (the Board) of the Company is inviting you to vote at Viads Special Meeting of Stockholders (including any
adjournments or postponements, the Special Meeting) because you were a stockholder of record at the close of business on the Record Date and are entitled to vote at the Special Meeting. This proxy statement summarizes information that is
intended to assist you in making an informed vote on the proposals described in the proxy statement.
WHAT
IS THE PURPOSE OF THE SPECIAL MEETING?
On August 5, 2020, we entered into an Investment Agreement (the Investment
Agreement) with Crestview IV VC TE Holdings, LLC, a Delaware limited liability company (Crestview VC TE), Crestview IV VC Holdings, L.P., a Delaware limited partnership (Crestview VC Holdings), and Crestview IV VC CI
Holdings, L.P., a Delaware limited partnership (Crestview VC CI and, together with Crestview VC TE and Crestview VC Holdings, the Crestview Parties and each, a Crestview Party). Pursuant to the Investment
Agreement, the Company agreed to issue and sell to the Crestview Parties, in a private placement (the Private Placement) up to 180,000 shares of a newly created series of the Companys preferred stock, par value $0.01 per share,
designated as 5.5% Series A Convertible Preferred Stock (the Preferred Stock), at a purchase price of $1,000 per share. The Preferred Stock is convertible into shares of our common stock, par value $1.50 per share (the
Common Stock), at an initial conversion price of $21.25 per share, subject to customary anti-dilution adjustments. Each share of Preferred Stock has an initial liquidation preference of $1,000, which will be increased at the rate of 5.5%
per annum, compounded quarterly, to the extent the Company does not elect to pay such amount in cash for such quarterly period (such amount, Accreted Return). The initial liquidation preference of the Preferred Stock, as increased as a
result of any such accumulated Accreted Return, is referred to as the Liquidation Preference. For a more detailed description of the Preferred Stock, see Description of the 5.5% Series A Convertible Preferred Stock.
The Investment Agreement provides that the Private Placement can occur in multiple tranches. The first issuance of Preferred Stock (the First
Closing) occurred on August 5, 2020 (the First Closing Date), when the Crestview Parties purchased an aggregate of 135,000 shares of Preferred Stock (the First Closing Shares), for an aggregate purchase price of
$135 million. Pursuant to the Investment Agreement, for 12 months following the First Closing, the Company has the option to require the Crestview Parties to purchase, in the aggregate, in one or more additional closings (such closings, the
Subsequent Closings), up to 45,000 shares of additional Preferred Stock (such shares, the Subsequent Closing Shares and, together with the First Closing Shares, the Purchased Shares), on the same terms and
conditions as the First Closing Shares, for an aggregate purchase price of $45 million, subject to satisfaction of certain closing conditions.
The Company has complied with the conditions of the temporary waiver of certain of the stockholder approval requirements in Section 312.03 of the
New York Stock Exchange (NYSE) Listed Company Manual set forth in the Securities and Exchange Commission (SEC) Release No. 34-88572, as extended by SEC Release No. 34-89219 (the NYSE Waiver), as applicable to the issuance of the Preferred Stock in the First Closing and the Common Stock issuable on conversion thereof.
As described in more detail below, in accordance with the terms of the Investment Agreement and the Certificate of Designations for the Preferred Stock
(the Certificate of Designations) and the applicable rules, regulations, guidance and interpretations of the NYSE, the Company is calling this Special
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VIAD CORP | GENERAL INFORMATION ABOUT THE SPECIAL MEETING
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