VVI Viad Corp New

 

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): December 09, 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.)
7000 East 1st Avenue
Scottsdale, Arizona				85251-4304
(Address of principal executive offices)				(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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.50 Par Value		VVI		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. ☐

 

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Item 7.01. Regulation FD Disclosure.

On December 9, 2024, Viad Corp, a Delaware corporation (the “Company”), issued a press release announcing its (i) intent to effect a mandatory conversion (the “Mandatory Conversion”) of all of the shares of its 5.5% Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”) and (ii) issuance of a Notice of Conversion (the “Conversion Notice”) to holders (the “Holders”) of the Company’s Preferred Stock, providing notice to the Holders of the Company’s intent to exercise its Mandatory Conversion right pursuant to the terms of the Certificate of Designations of 5.5% Series A Preferred Stock filed by the Company with the Secretary of State of the State of Delaware on August 5, 2020 (“Certificate of Designations”).

The Certificate of Designations provides the Company the right to effect the Mandatory Conversion of all, but not less than all, of the outstanding shares of Preferred Stock, but only if the volume-weighted average price (“VWAP”) per share of Common Stock exceeds $42.50 for at least twenty trading days (whether or not consecutive) during the thirty consecutive trading days ending on, and including, the trading day immediately prior to date of the Conversion Notice for such Mandatory Conversion. This VWAP threshold was met on December 6, 2024.

The Company has established the effective date of the Mandatory Conversion as December 31, 2024, at which time, all 135,000 shares of Preferred Stock will be converted into approximately 6.7 million shares of Viad’s common stock, par value $1.50 per share (the “Common Stock”), in accordance with the terms of the Certificate of Designations. Currently, there are approximately 21.3 million shares of Common Stock outstanding. Following the settlement of the Mandatory Conversion, there will be approximately 28 million shares of Common Stock outstanding (assuming no additional shares of Common Stock are issued between the date hereof and the Mandatory Conversion Date), and no shares of Convertible Preferred Stock will remain outstanding, and no additional dividends will accrue or be payable on the Preferred Stock.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

The information in this Current Report on Form 8-K, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Viad Corp Press Release dated December 9, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

 

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SIGNATURES

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.

		Viad Corp
		(Registrant)
Date: December 9, 2024		By:	/s/ Jonathan A. Massimino
			Jonathan A. Massimino
		Title:	General Counsel & Corporate Secretary

 

 

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Exhibit 99.1

 

VIAD CORP ANNOUNCES MANDATORY CONVERSION DATE

FOR 5.5% CONVERTIBLE SERIES A PREFERRED STOCK

 

SCOTTSDALE, Ariz., December 9, 2024 – Viad Corp (NYSE: VVI) (“Viad” or the “Company”) today announced that it achieved the Company’s right to convert (the “Mandatory Conversion”) all of its outstanding shares of Convertible Series A Preferred Stock (the “Preferred Stock”), which carries a dividend of 5.5%, and delivered a notice of Mandatory Conversion to Crestview Partners, the holder of the Preferred Stock.

The Company’s Mandatory Conversion right was achieved on December 6, 2024, as a result of Viad’s common stock exceeding a volume-weighted-average price in excess of $42.50 for 20 out of 30 consecutive trading days.

The Company has established December 31, 2024 as the effective date for the Mandatory Conversion, at which time, all 135,000 shares of Preferred Stock will be converted into approximately 6.7 million shares of Viad common stock, and no additional dividends will accrue or be payable on the Preferred Stock. Currently, there are approximately 21.3 million shares of Viad common stock outstanding.

“We are pleased to have reached this important milestone based on our strong stock-price performance,” said Steve Moster, President and Chief Executive Officer of Viad. “Converting the shares of preferred stock held by Crestview Partners enables us to simplify our capital structure and avoid cash dividend payments of $8 million annually. We are grateful to Crestview for their support and confidence in our business and our strategic direction.”

“We are very proud of our relationship with the Company and are excited about the opportunity for Pursuit to accelerate growth as a standalone public company following the transformative sale of GES,” said Brian Cassidy, President and Head of Media at Crestview and Viad Board Member.

As previously announced, Pursuit will launch as a standalone publicly traded company upon the sale of Viad’s GES business, which is expected to close on December 31, 2024. As an independent, high-growth and high margin business, Pursuit will have the financial flexibility and balance sheet capacity to accelerate its Refresh, Build, Buy growth strategy and capitalize on its substantial growth prospects in the attractions and hospitality space. Upon completion of the transaction, Viad intends to change its corporate name and relaunch as Pursuit and change its NYSE common stock ticker symbol to PRSU.

About Viad

Viad (NYSE: VVI) is a leading global provider of extraordinary experiences, including attractions, hospitality, exhibition services, and experiential marketing through two businesses: Pursuit and GES. Our business strategy focuses on delivering extraordinary experiences for our teams, clients and guests, and significant and sustainable growth and above-market returns for our shareholders. Viad is an S&P SmallCap 600 company.

Pursuit is an attractions and hospitality company that owns and operates a collection of inspiring and unforgettable experiences in iconic destinations in the United States, Canada, and Iceland. Pursuit’s elevated hospitality experiences include 14 world-class point-of-interest attractions and 28 distinctive

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lodges, along with integrated restaurants, retail and transportation that enable visitors to discover and connect with stunning national parks and renowned global travel locations.

GES is a global exhibition services and experiential marketing company offering a comprehensive range of services to the world’s leading event organizers and brands through two reportable segments, GES Exhibitions and Spiro. GES Exhibitions is a global exhibition and trade show management business that partners with leading exhibition and conference organizers as a full-service provider of strategic and logistics solutions to manage the complexity of their shows with teams throughout North America, Europe, and the Middle East. Spiro is a global experiential marketing agency that partners with leading brands around the world to manage and elevate their experiential marketing activities, bonding brand and customer.

For more information, visit www.viad.com.

Forward- Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “can,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,” “seek,” “aim,” “potential,” “target,” “outlook,” and similar expressions are intended to identify our forward-looking statements. Such forward-looking statements include those that address activities, events or developments that Viad or its management believes or anticipates may occur in the future, including all statements regarding expectations concerning the Mandatory Conversion, the expected timing of the closing of the GES transaction and the expected Chief Executive Officer transition in connection with the closing of the GES transaction, and Pursuit’s opportunities and performance as a standalone public company. Similarly, statements that describe our go-forward business strategy, objectives, plans, intentions, prospects, or goals also are forward-looking statements. These forward-looking statements are not historical facts and are subject to a host of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those in the forward-looking statements. Important factors that could cause actual results to differ materially from those described in our forward-looking statements are set forth under Item 1A, “Risk Factors,” of our most recent annual report on Form 10-K, our most recent Current Report on Form 10-Q, and any Current Reports on Form 8-K filed with the SEC. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release except as required by applicable law or regulation.

Contacts

Carrie Long or Michelle Porhola
Investor Relations
(602) 207-2681

ir@viad.com
 

Scott Bisang or Nick Lamplough
Media Relations
Pursuit-CS@collectedstrategies.com

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v3.24.3

Document And Entity Information	Dec. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 09, 2024
Entity Registrant Name	Viad Corp
Entity Central Index Key	0000884219
Entity Emerging Growth Company	false
Entity File Number	001-11015
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-1169950
Entity Address, Address Line One	7000 East 1st Avenue
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85251-4304
City Area Code	(602)
Local Phone Number	207-1000
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1.50 Par Value
Trading Symbol	VVI
Security Exchange Name	NYSE

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