Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2023, Viad Corp (the “Company”) entered into the Third Amendment (the “Amendment”), among the Company, Brewster Inc., as a co-borrower, the other loan parties party thereto, the lenders party thereto, the revolver increase lenders party thereto, the L/C issuers party thereto, the swing line lender 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 L/C issuers party thereto from time to time.
The Amendment modifies the Credit Agreement by, among other things, (i) increasing the principal amount of the revolving commitments under the initial revolving credit facility by $70,000,000 (to a total of $170,000,000 principal amount of revolving commitments under the initial revolving credit facility), (ii) adding a $10,000,000 Canadian dollar swing line subfacility and (iii) adding Brewster Inc., an Alberta corporation and a wholly-owned subsidiary of the Company, as a co-borrower, and Brewster Travel Canada, Inc., an Alberta corporation and a wholly-owned subsidiary of the Company, as a guarantor.
Proceeds from the transaction, along with cash from the Company’s balance sheet were used to prepay $70 million of the outstanding balance on Viad’s existing Term Loan B. The credit spread on the Term Loan B is 5.00% for SOFR borrowings, whereas the credit spreads on the revolving credit facility are based on Viad’s total net leverage ratio and range from 2.50% to 3.50% for SOFR borrowings. Based on Viad’s June 30, 2023 net leverage ratio of 2.91, the credit spread on the revolving credit facility is currently 3.00%.
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Form 8-K is incorporated herein by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
Number | | Description |
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| 10.1 | | Third Amendment, dated as of October 6, 2023, among the Company, Brewster Inc., as a co-borrower, the other loan parties party thereto, the lenders party thereto, the revolver increase lenders party thereto, the L/C issuers party thereto, the swing line lender and Bank of America, N.A., as administrative agent, which amends the Credit Agreement, dated as of July 30, 2021 (as amended by the First Amendment, dated as of March 23, 2022, and the Second Amendment, dated as of March 28, 2023), among the Company, Bank of America, N.A., as administrative agent, the swing line lender and the lenders and L/C issuers party thereto from time to time. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
