Pursuit Attractions & Hospitality Files 8-K on Year-End Transactions

TL;DR

PRSP 8-K dropped: Year-end deals, debt, and asset changes confirmed. Details inside.

AI Summary

Pursuit Attractions & Hospitality, Inc. filed an 8-K on January 7, 2025, reporting events as of December 31, 2024. The filing indicates the entry into and termination of material definitive agreements, completion of asset acquisitions or dispositions, and the creation of direct financial obligations. Specific details on these transactions, including names, dollar amounts, and precise dates, are not provided in this summary section of the filing.

Why It Matters

This 8-K filing signals significant corporate actions by Pursuit Attractions & Hospitality, Inc., potentially impacting its financial structure, asset base, and future operations.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements, asset transactions, and financial obligations, which can introduce financial and operational risks.

Key Players & Entities

• Pursuit Attractions & Hospitality, Inc. (company) — Registrant
• VIAD CORP (company) — Former Company Name
• DIAL CORP /DE/ (company) — Former Company Name
• NEW DIAL CORP (company) — Former Company Name

FAQ

Key Financial Figures

• $1.50 — nge on which registered Common Stock, $1.50 Par Value PRSU New York Stock Excha
• $200 million — "). The Credit Agreement provides for a $200 million revolving credit facility (the "Revolvi
• $393 million — outstanding obligations (approximately $393 million) due under that certain credit agreemen
• $535 m — ired GES for aggregate consideration of $535 million, consisting of a base purchase pr
• $510 m — consisting of a base purchase price of $510 million, subject to customary adjustments
• $25 million — ement, and a deferred purchase price of $25 million payable by Buyer to the Company one yea

Filing Documents

• prsu-20241231.htm (8-K) — 59KB
• prsu-ex10_1.htm (EX-10.1) — 1807KB
• prsu-ex99_1.htm (EX-99.1) — 981KB
• img204406024_0.jpg (GRAPHIC) — 6KB
• 0000950170-25-002962.txt ( ) — 3278KB
• prsu-20241231.xsd (EX-101.SCH) — 25KB
• prsu-20241231_htm.xml (XML) — 5KB

01. E ntry into a Material Definitive Agreement

Item 1.01. E ntry into a Material Definitive Agreement. On January 3, 2025, Pursuit Attractions and Hospitality, Inc. ( "Pursuit" or the "Company"), as a borrower, and Brewster Inc., an Alberta corporation and a co-borrower, entered into a Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent, and the other lenders named in the agreement (collectively, the "Lenders"). The Credit Agreement provides for a $200 million revolving credit facility (the "Revolving Credit Facility"), available in U.S. dollars, Canadian dollars, Euros and Pounds sterling, with a maturity of January 3, 2030. Proceeds from the Revolving Credit Facility will provide Pursuit with additional funds for operations, growth initiatives, acquisitions and other general corporate purposes. The applicable margin on loans made under the Revolving Credit Facility is determined by reference to a total net leverage ratio-based pricing grid. The Credit Agreement contains representations, warranties and covenants customary for similar transactions. The Credit Agreement contains certain events of default customary for credit facilities of this type (with customary grace periods, as applicable), including, but not limited to: material incorrectness of a representation or warranty when made; nonpayment of principal or interest when due; breach of covenants or other terms; acceleration or default on other material indebtedness; unsatisfied ERISA and Canadian pension plan obligations beyond specified thresholds and other specified ERISA and Canadian pension plan events; unstayed material judgments; bankruptcy or insolvency events; change of control of Pursuit; and invalidation of any loan document. If any events of default occur and are not cured within applicable grace periods or waived, the outstanding loans under the Credit Agreement may be accelerated and the Lenders' commitments may be terminated. The occurrence of a bankruptcy or insolvency event of default will res

02. Te rmination of a Material Definitive Agreement

Item 1.02. Te rmination of a Material Definitive Agreement. On December 31, 2024, in connection with the Transaction (as defined below), the Company terminated and repaid in full all outstanding obligations (approximately $393 million) due under that certain credit agreement, dated as of July 30, 2021, by and among the Company, certain subsidiaries of the Company as guarantors, Bank of America, N.A. as administrative agent and a lender, and other lenders party thereto (as amended, restated, supplemented, waived or otherwise modified from time to time, the "Prior Credit Agreement"). In connection with the termination and repayment in full of all outstanding obligations under the Prior Credit Agreement, all related liens and security interests were terminated, discharged and released.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On December 31, 2024 (the "Closing Date"), the Company completed the previously announced sale of its GES business ("GES") to TL Voltron Purchaser, LLC, a Delaware limited liability company ("Buyer"), pursuant to the Equity Purchase Agreement (the "Purchase Agreement"), dated as of October 20, 2024 (such transaction, the "Transaction"). Pursuant to the Purchase Agreement, Buyer acquired GES for aggregate consideration of $535 million, consisting of a base purchase price of $510 million, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses, each as set forth in the Purchase Agreement, and a deferred purchase price of $25 million payable by Buyer to the Company one year after the Closing Date. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 21, 2024. Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Unaudited Pro Forma Condensed Consolidated Financial Information The following unaudited pro forma condensed consolidated financial statements of Pursuit Attractions and Hospitality, Inc. (formerly known as Viad Corp), reflecting the disposition of GES pursuant to the Purchase Agreement, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference: Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2024; Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024 and the years ended December 31, 2023, 2022 and 2021; and Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. (d) Exhibits Exhibit Number Description 10.1 # Credit Agreement, dated January 3, 2025, by and among Pursuit Attractions and Hospitality, Inc. and the lenders party thereto. 99.1 Pursuit Attractions and Hospitality, Inc. (formerly known as Viad Corp) Unaudited Pro Forma Condensed Consolidated Financial Information. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) # Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURES

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. Pursuit Attractions and Hospitality, Inc. (Registrant) Date: January 7, 2025 By: /s/ Leslie S. Striedel Leslie S. Striedel Title: Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR