0000950103-20-015354.txt : 20200805 0000950103-20-015354.hdr.sgml : 20200805 20200805174507 ACCESSION NUMBER: 0000950103-20-015354 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200805 FILED AS OF DATE: 20200805 DATE AS OF CHANGE: 20200805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners IV GP, L.P. CENTRAL INDEX KEY: 0001818687 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11015 FILM NUMBER: 201078808 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview IV VC TE Holdings, LLC CENTRAL INDEX KEY: 0001818686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11015 FILM NUMBER: 201078809 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview IV VC Holdings, L.P. CENTRAL INDEX KEY: 0001818688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11015 FILM NUMBER: 201078810 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview IV VC CI Holdings, L.P. CENTRAL INDEX KEY: 0001819309 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11015 FILM NUMBER: 201078811 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Advisors, L.L.C. CENTRAL INDEX KEY: 0001559054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11015 FILM NUMBER: 201078812 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cassidy Brian P CENTRAL INDEX KEY: 0001608356 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11015 FILM NUMBER: 201078813 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS, L.L.C. STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VIAD CORP CENTRAL INDEX KEY: 0000884219 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 361169950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1850 NORTH CENTRAL AVE STREET 2: SUITE 1900 CITY: PHOENIX STATE: AZ ZIP: 85004-4565 BUSINESS PHONE: (602) 207-1000 MAIL ADDRESS: STREET 1: 1850 NORTH CENTRAL AVE STREET 2: SUITE 1900 CITY: PHOENIX STATE: AZ ZIP: 85004-4565 FORMER COMPANY: FORMER CONFORMED NAME: DIAL CORP /DE/ DATE OF NAME CHANGE: 19930823 FORMER COMPANY: FORMER CONFORMED NAME: NEW DIAL CORP DATE OF NAME CHANGE: 19921106 3 1 dp133953_3-crestviewivgplp.xml FORM 3 X0206 3 2020-08-05 0 0000884219 VIAD CORP VVI 0001818687 Crestview Partners IV GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001818686 Crestview IV VC TE Holdings, LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001818688 Crestview IV VC Holdings, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001819309 Crestview IV VC CI Holdings, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001559054 Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001608356 Cassidy Brian P C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 0 I See Footnotes 5.5% Series A Convertible Preferred Stock Common Stock I See Footnotes The Reporting Persons do not hold any shares of Common Stock of the Issuer, par value $1.50 per share ("Common Stock"). Crestview IV VC TE Holdings, LLC, Crestview IV VC Holdings L.P. and Crestview IV VC CI Holdings, L.P. (collectively, the "Crestview Funds") hold, in the aggregate, 135,000 shares of 5.5% Series A Convertible Preferred Stock of the Issuer, par value $0.01 per share ("Preferred Stock"). The shares of Preferred Stock held by the Reporting Persons are subject to the terms and conditions of the Certificate of Designations and the Investment Agreement between the Issuer and the Crestview Funds. Subject to the terms of the Certificate of Designations and the Investment Agreement, the shares of Preferred Stock held by the Crestview Funds are convertible at any time by the Crestview Funds at an initial conversion price equal to $21.25 per share, which such conversion price is subject to (i) customary anti-dilution adjustments (including in the event of any stock split, stock dividend, recapitalization or similar events) and (ii) adjustment for certain dilutive issuances of Common Stock at a price below the then-current market price and repurchases of Common Stock at a price above the then-current market price. Crestview Partners IV GP, L.P. may be deemed to have beneficial ownership of the shares of Preferred Stock held by the Crestview Funds. Crestview Partners IV GP, L.P. exercises voting and dispositive power over the shares of Preferred Stock (and, following conversion thereof, the underlying shares of Common Stock) held by the Crestview Funds, which decisions are made by the investment committee of Crestview Partners IV GP, L.P. and the chairman of such investment committee. Brian P. Cassidy is a member of the Issuer's board of directors, and is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners IV GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to investment funds owning interests in the Crestview Funds). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Exhibit 24 - Power of Attorney Exhibit 99 - Joint Filer Statement By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 2020-08-05 EX-24 2 dp133953_3-ex24.htm EXHIBIT 24

EXHIBIT 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Ross A. Oliver and Evelyn C. Pellicone as the undersigned’s true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of Viad Corp (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of July 2020.

Signature:	/s/ Brian P. Cassidy
Name:	Brian P. Cassidy

EX-99 3 dp133953_3-ex99.htm EXHIBIT 99

Exhibit 99

Joint Filer Information

Each of the following joint filers has designated Crestview Partners IV GP, L.P. as the “Designated Filer” for purposes of the attached Form 3:

1.	Crestview IV VC TE Holdings, LLC c/o Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022

2.	Crestview IV VC Holdings, L.P. c/o Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022

3.	Crestview IV VC CI Holdings, L.P. c/o Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022

4.	Crestview Advisors, L.L.C. c/o Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022

5.	Brian P. Cassidy c/o Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022

Date of Event Requiring Statement: August 5, 2020

Issuer Name and Ticker or Trading Symbol: Viad Corp. [VVI]

CRESTVIEW IV VC TE HOLDINGS, LLC

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

CRESTVIEW IV VC HOLDINGS, L.P.

By: Crestview IV VC Holdings GP, LLC, its general partner

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

CRESTVIEW IV VC CI HOLDINGS, L.P.

By: Crestview IV VC CI GP, LLC, its general partner

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

CRESTVIEW ADVISORS, L.L.C.

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

BRIAN P. CASSIDY

By:

/s/ Ross A. Oliver, Attorney-in-Fact

Date: August 5, 2020