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): March 17, 2020
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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1850 North Central Avenue, Suite 1900, Phoenix, Arizona | | 85004-4565 |
(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 (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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 | | 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. ☐
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, we are a party to that certain $450 million Second Amended and Restated Credit Agreement (the “Credit Agreement”), dated October 24, 2018, with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders named therein (collectively, the “Lenders”) (as amended by Amendment No. 1 to the Credit Agreement, dated July 23, 2019), which provides for a $450 million revolving credit facility (the “Revolving Credit Facility”) with a maturity date of October 24, 2023. The material terms of the Credit Agreement are described under “Note 12. Debt and Finance Lease Obligations” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 26, 2020, which description is incorporated by reference herein.
On March 17, 2020, we provided notice to the Lenders to borrow the remaining available capacity of $123 million under the Revolving Credit Facility as a proactive measure to increase our cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 outbreak. In accordance with the terms of the Revolving Credit Facility, the proceeds from these borrowings may in the future be used for working capital, general corporate, or other purposes permitted thereunder.
The current interest rate for this $123 million borrowing is Prime plus 100 basis points, or 4.25%. We intend to convert this to a London Interbank Offered Rate (“LIBOR”) borrowing. Based on our leverage ratio at December 31, 2019, our current spread over LIBOR is 200 basis points.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains a number of forward-looking statements. Words, and variations of words, such as “will” or “may” and similar expressions are intended to identify our forward-looking statements. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions 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 include, but are not limited to, the following:
| • | our ability to successfully integrate and achieve established financial and strategic goals from acquisitions; |
| • | fluctuations in general economic conditions, including as a result of the impact of COVID-19; |
| • | our dependence on large exhibition event clients; |
| • | the importance of key members of our account teams to our business relationships; |
| • | the competitive nature of the industries in which we operate; |
| • | travel industry disruptions; |
| • | unanticipated delays and cost overruns of our capital projects, and our ability to achieve established financial and strategic goals of such projects; |
| • | seasonality of our businesses; |
| • | transportation disruptions and increases in transportation costs; |
| • | natural disasters and other catastrophic events; |
| • | our multi-employer pension plan funding obligations; |
| • | our exposure to labor cost increases and work stoppages related to unionized employees; |
| • | liabilities relating to prior and discontinued operations; |
| • | adverse effects of show rotation on our periodic results and operating margins; |
| • | our exposure to currency exchange rate fluctuations; |
| • | our exposure to cybersecurity attacks and threats; |
| • | compliance with laws governing the storage, collection, handling, and transfer of personal data and our exposure to legal claims and fines for data breaches or improper handling of such data; |
| • | the effects of the United Kingdom’s exit from the European Union; and |
| • | changes affecting the LIBOR. |
For a more complete discussion of the risks and uncertainties that may affect our business or financial results, please see Item 1A, “Risk Factors,” of our most recent Annual Report on Form 10-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.
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Exhibit Number | | Description |
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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 thereunto duly authorized.
| | Viad Corp |
| | (Registrant) |
| | | |
March 17, 2020 | | By: | /s/ Leslie S. Striedel |
| | | Leslie S. Striedel |
| | | Chief Accounting Officer |
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