XML 43 R32.htm IDEA: XBRL DOCUMENT v3.20.2
Subsequent Events
6 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 24. Subsequent Events

Issuance of Convertible Preferred Stock

On August 5, 2020, we entered into an investment agreement with funds managed by private equity firm Crestview Partners (the “Investment Agreement”) who made an initial investment of $135 million, net of approximately $9 million in fees, in newly issued perpetual convertible preferred stock that carries a 5.5% dividend, which is payable in cash or in-kind at Viad’s option (the “Convertible Preferred Stock”). The Convertible Preferred Stock is convertible into shares of our common stock at a conversion price of $21.25 per share. The Investment Agreement also includes a delayed draw commitment of up to $45 million in additional Convertible Preferred Stock, which we may access during the next 12 months on the same terms and conditions as the initial investment (subject to shareholder approval). The proceeds from Crestview’s initial investment will be used to repay a portion of our 2018 Credit Facility, provide additional short-term liquidity, fund capital expenditures, and support general corporate purposes. Pursuant to the Investment Agreement, two Crestview Partners’ designees joined our Board of Directors, increasing the size of our board from seven to nine directors.

2018 Credit Agreement Amendment

On August 5, 2020 we entered into an amendment to our 2018 Credit Agreement, which, among other things, (i) waives our financial covenants until the end of the third quarter of 2022 (the “Covenant Waiver Period”) and (ii) requires us to maintain minimum liquidity of $125 million with a step down to $100 million at December 31, 2020. The interest rate on the borrowings is equal to LIBOR plus 350 basis points, with a LIBOR floor of one percent during the Covenant Waiver Period. The LIBOR floor continues until the end of the 2018 Credit Agreement. Additionally, we are precluded from paying cash dividends, from issuing unsecured debt, and from accessing the $250 million expansion feature during the Covenant Waiver Period. The amendment also allows us to make acquisitions under certain conditions. Viad pledged 100% of the capital stock of its top-tier foreign subsidiaries (other than Esja). Fees related to the amendment were approximately $1.6 million.

Sale of GES warehouse

On July 24, 2020, we sold a GES warehouse in San Diego and received cash proceeds of $17.0 million.

Icefield Accident

On July 18, 2020, an off-road Ice Explorer operated by our Pursuit business was involved in an accident enroute with 27 people to the Athabasca Glacier, resulting in three fatalities and multiple other serious injuries. We are making every effort to actively support the victims and their families, and we are fully cooperating with the applicable regulatory authorities to investigate this incident. We immediately reported the accident to our relevant insurance carriers, who are also supporting the investigation. Subject to customary deductibles, we believe that our insurance coverage is sufficient to cover potential losses related to this accident.