[8-K] Viad Corp Reports Material Event

Rhea-AI Filing Summary

Pursuit Attractions & Hospitality, Inc., a subsidiary of Viad Corp (NYSE: VVI), filed an 8-K to disclose that on July 1, 2025 it entered into a definitive agreement to acquire 100 % of Inversiones Turísticas Arenal, S.A. (ITA), owner-operator of the Tabacón Thermal Resort & Spa in Arenal, Costa Rica.

Key transaction terms

• Purchase price: $111.0 million cash, subject to customary post-closing adjustments for indebtedness, deferred revenue, working-capital and escrow-funded indemnities.
• Financing: Fully funded through borrowings under the Company’s revolving credit facility.
• Purchase Agreement: Includes customary representations, warranties, covenants, deductibles, caps and other indemnification limits. Portions of the agreement and schedules were omitted under Reg S-K 601.

The acquisition is expected to add a premium, year-round, experiential resort to Pursuit’s portfolio, aligning with its strategy of owning & operating unique attraction assets. By using its revolver, the Company preserves flexibility but increases leverage until cash flows from the resort materialise.

Exhibits

• Exhibit 10.1 – Share Purchase Agreement (certain portions omitted)
• Exhibit 104 – Cover Page Inline XBRL

No pro-forma financials, earnings guidance or forward-looking statements were included in this filing.

Positive

• Adds a premium, year-round resort asset that aligns with Pursuit’s experiential growth strategy.
• Cash financing avoids equity dilution, maintaining existing shareholder ownership percentages.

Negative

• Entirely debt-funded via revolving credit facility, increasing leverage and interest-rate exposure.
• Limited indemnification recourse due to caps and deductibles may leave the Company exposed to undisclosed liabilities.

Insights

Equity Research Analyst

TL;DR: $111 m cash acquisition adds marquee asset; accretive potential but near-term leverage rises.

The all-cash purchase of Tabacón Thermal Resort increases Pursuit’s owned asset base in a high-margin, destination-driven market consistent with its experiential growth strategy. At $111 million, the deal is material relative to past single-property buys and signals management’s willingness to deploy balance-sheet capacity.
Financing entirely through the revolver taps short-term liquidity rather than issuing equity, limiting dilution but raising net debt until integration benefits emerge. The lack of disclosed EBITDA multiples prevents immediate valuation assessment, yet the premium nature of the asset suggests attractive cash yield once stabilised. Overall, the transaction is likely incrementally positive for long-term growth, though investors should monitor leverage metrics and post-closing adjustments.

Risk Analyst

TL;DR: Deal enlarges asset base but heightens financing and integration risk.

Funding the purchase solely with revolver borrowings shifts liquidity risk onto the credit facility and elevates exposure to variable interest rates. Indemnification caps and deductibles restrict recourse if due-diligence misses arise, while omitted schedules limit external visibility into potential liabilities. Geographic expansion into Costa Rica introduces country-specific regulatory and operational complexities. Absence of synergy targets or pro-forma metrics makes immediate impact uncertain, keeping the risk profile neutral to slightly negative until performance data are released.

Pursuit Attractions & Hospitality, Inc. false 0000884219 0000884219 2025-07-01 2025-07-01

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): July 1, 2025

Pursuit Attractions and Hospitality, Inc.

(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.)

1401 17th Street
Suite 1400
Denver, Colorado				80202
(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		PRSU		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 1.01 Entry into a Material Definitive Agreement.

On July 1, 2025, Pursuit Attractions and Hospitality, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with the shareholders of Inversiones Turísticas Arenal, S.A. (“ITA”) named therein, pursuant to which the Company acquired all of the issued and outstanding shares of ITA (the “Acquisition”). ITA is the owner and operator of Tabacón Thermal Resort and Spa in Arenal, Costa Rica.

The purchase price for the Acquisition was $111.0 million in cash, subject to post-closing adjustments for indebtedness, deferred revenue, working capital and amounts retained in an escrow account to secure post-closing indemnification claims and liabilities of the Company arising out of breaches of representations, warranties and covenants by ITA and other specified matters in the Purchase Agreement. The Company funded the purchase price for the Acquisition with borrowings under its revolving credit facility.

The Purchase Agreement contains customary representations, warranties and covenants by the Company and ITA that are subject, in some cases, to specified exceptions and qualifications contained in the Purchase Agreement. In addition, the Company’s recourse against the ITA shareholders following closing with respect to indemnification claims is subject to deductibles, caps and other limitations set forth in the Purchase Agreement.

The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing summary has been included to provide investors and securityholders with information regarding the terms of the Purchase Agreement, does not purport to be complete and is subject to, and is qualified in its entirety by, the full text, terms and conditions of the Purchase Agreement. It is not intended to provide any other factual information about the Company or ITA or to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Purchase Agreement includes typical representations, warranties and covenants of the parties thereto made solely for purposes of the Purchase Agreement and which may be subject to important qualifications and limitations agreed to by the parties thereto in connection with the negotiated terms of the transaction and the Purchase Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be modified in important part by the underlying disclosure schedules which are not filed publicly, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk among the parties thereto rather than establishing matters as facts.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1#*		Share Purchase Agreement, dated July 1, 2025, by and among Pursuit Attractions and Hospitality, Inc. and the shareholders of Inversiones Turísticas Arenal, S.A. named therein.
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 SEC upon its request.

* Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the registrant has determined that the omitted information is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential.

SIGNATURE

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: July 8, 2025				By:		/s/ Catherine Tang
						Catherine Tang
				Title:		Chief Legal Officer & Corporate Secretary

FAQ

What did Viad Corp (VVI) announce in its July 1, 2025 8-K?

It disclosed a $111 million cash acquisition of Inversiones Turísticas Arenal, S.A., owner of Tabacón Thermal Resort & Spa.

How will Pursuit finance the $111 million Tabacón acquisition?

The Company will use borrowings under its revolving credit facility.

Are there post-closing adjustments to the purchase price?

Yes. Adjustments cover indebtedness, deferred revenue, working capital and escrow-funded indemnities.

Where is the acquired asset located?

The Tabacón Thermal Resort & Spa is located in Arenal, Costa Rica.

Is the full Share Purchase Agreement publicly available?

Yes, as Exhibit 10.1, but certain schedules and confidential portions are omitted under Reg S-K 601.