Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
VIAD CORP (Name of Issuer) |
Common Stock, $1.50 par value per share (Title of Class of Securities) |
92552R406 (CUSIP Number) |
Ross A. Oliver Crestview Partners, 590 Madison Avenue, 42nd Floor New York, NY, 10022 212-906-0700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 92552R406 |
| 1 |
Name of reporting person
Crestview Partners IV GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,693,327.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 92552R406 |
| 1 |
Name of reporting person
Crestview IV VC TE Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
215,214.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 92552R406 |
| 1 |
Name of reporting person
Crestview IV VC Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,264,355.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 92552R406 |
| 1 |
Name of reporting person
Crestview IV VC CI Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
194,665.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 92552R406 |
| 1 |
Name of reporting person
Crestview Advisors, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,093.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $1.50 par value per share |
| (b) | Name of Issuer:
VIAD CORP |
| (c) | Address of Issuer's Principal Executive Offices:
7000 East 1st Avenue, Scottsdale,
ARIZONA
, 85251-4304. |
| Item 2. | Identity and Background |
| (a) | The names of the persons filing this Statement (the "Reporting Persons") are:1. Crestview Partners IV GP, L.P., a Cayman Islands exempted limited partnership ("Crestview GP");2. Crestview IV VC TE Holdings, LLC, a Delaware limited liability company ("Crestview TE");3. Crestview IV VC Holdings, L.P., a Delaware limited partnership ("Crestview Holdings");4. Crestview IV VC CI Holdings, L.P., a Delaware limited partnership ("Crestview CI" and, together with Crestview TE and Crestview Holdings, the "Crestview Parties"); and5. Crestview Advisors, L.L.C., a Delaware limited liability company ("Crestview Advisors").Crestview GP serves as the general partner of Crestview's private investment funds (the "Crestview Funds") that are members or partners of the Crestview Parties. Crestview GP and the Crestview Funds may be deemed to be beneficial owners of the Common Stock owned directly by the Crestview Parties. Crestview Advisors provides investment advisory and management services to certain of the foregoing entities.Decisions by Crestview GP to vote or dispose of the Common Stock beneficially owned by the Crestview Parties requires the approval of a majority of the six members of its investment committee and the chairman of the investment committee, which is composed of the following individuals: Barry S. Volpert (chairman), Thomas S. Murphy, Jr., Robert V. Delaney, Jr., Brian P. Cassidy, Daniel G. Kilpatrick and Bradford R. Williams. None of the foregoing persons has the power individually to vote or dispose of any of the Common Stock held by the Crestview Parties. Each of the foregoing individuals disclaims beneficial ownership of all such Common Stock. |
| (b) | The address of the principal office of each of the Reporting Persons is c/o Crestview, 590 Madison Avenue, 42nd Floor, New York, New York 10022. |
| (c) | See Item 2(a). |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | See Row (6) of each Reporting Person's cover page. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended by adding the following:The Issuer has elected to exercise its right to cause the mandatory conversion of the 5.5% Series A Convertible Preferred Stock (the "Series A Preferred Shares") effective as of December 31, 2024 at a conversion price of $21.25 per share. The settlement date for such mandatory conversion is January 3, 2025. The right of the holders of the Series A Preferred Shares to optionally convert such shares ceased as of December 30, 2024. As a result of the mandatory conversion, each of the Reporting Person other than Crestview GP will receive and become the direct beneficial owner of the number of shares of Common Stock shown on Row (11) of such Reporting Person's cover page and Crestview GP will become the indirect beneficial owner of the number of shares of Common Stock shown on Row (11) of its cover page.Certain individuals affiliated with the Reporting Persons who serve or have served on the board of directors of the Issuer have assigned their right title and interest in restricted stock units granted to them in connection with their service as director to Crestview Advisors. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended by adding the following:See Item 3 regarding the Reporting Persons' receipt of Common Stock upon the mandatory conversion of the Series A Preferred Shares. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Rows (11) and (13) of the cover page of each Reporting Person for shares beneficially owned by each Reporting Person.The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 21,201,906 shares of the Issuer's Common Stock issued and outstanding as of November 5, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024, and gives effect to the mandatory conversion of the Series A Preferred Shares. |
| (b) | See Rows (7) through (10) of the cover page of each Reporting Person. The shares directly owned by the Crestview Parties may be deemed to be beneficially owned by Crestview GP, the general partner of the investment funds which are direct or indirect members or partners of the Crestview Parties. Accordingly, the applicable Reporting Persons have shared voting power to vote and direct the vote of, and have shared power to dispose and direct the disposition of, such shares. The shares beneficially owned by Crestview Advisors includes shares underlying vested restricted stock units awarded to certain individuals affiliated with the Reporting Persons who serve or have served on the board of directors of the Issuer and have assigned their right title and interest in restricted stock units granted to them in connection with their service as director to Crestview Advisors. Each Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any Common Stock held by the other Reporting Persons. |
| (c) | Except as otherwise described in Item 3 of this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Common Stock during the past 60 days. |
| (d) | To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
No material change. | |
| Item 7. | Material to be Filed as Exhibits. |
EXHIBITS:1. Joint Filing Agreement by and among the Reporting Persons dated as of August 6, 2020 (incorporated by reference).https://www.sec.gov/Archives/edgar/data/884219/000095010320015397/dp133976_ex1.htm2. Investment Agreement, dated August 5, 2020, by and among Viad Corp, Crestview IV VC TE Holdings, LLC, Crestview IV VC Holdings, L.P., and Crestview IV VC CI Holdings, L.P. (incorporated by reference to Exhibit 10.1 to Viad Corp's Form 8-K, filed with the Securities and Exchange Commission on August 5, 2020).https://www.sec.gov/Archives/edgar/data/884219/000119312520210806/d53799dex101.htm3. Stockholders Agreement, dated August 5, 2020, by and among Viad Corp, Crestview IV VC TE Holdings, LLC, Crestview IV VC Holdings, L.P., and Crestview IV VC CI Holdings, L.P. (incorporated by reference to Exhibit 10.2 to Viad Corp's Form 8-K, filed with the Securities and Exchange Commission on August 5, 2020).https://www.sec.gov/Archives/edgar/data/884219/000119312520210806/d53799dex102.htm4. Registration Rights Agreement, dated August 5, 2020, by and among Viad Corp, Crestview IV VC TE Holdings, LLC, Crestview IV VC Holdings, L.P., and Crestview IV VC CI Holdings, L.P. (incorporated by reference to Exhibit 4.1 to Viad Corp's Form 8-K, filed with the Securities and Exchange Commission on August 5, 2020).https://www.sec.gov/Archives/edgar/data/884219/000119312520210806/d53799dex41.htm5. Certificate of Designations of 5.5% Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Viad Corp's Form 8-K, filed with the Securities and Exchange Commission on August 5, 2020).https://www.sec.gov/Archives/edgar/data/884219/000119312520210806/d53799dex31.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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