Good morning. My name is Emily, and I'll be your conference operator today. At this time, I would like to welcome everyone to Viad Corp's conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star and then two. Thank you. Carrie Long, you may begin the conference.
Good morning, and thank you for joining us as we discuss the planned sale of our GES business and the launch of Pursuit as a standalone pure-play attractions and hospitality company. Our press release and an investor presentation covering the transaction highlights are available on the IR portion of Viad.com. On the call with me today are Steve Moster, Viad's President and CEO, David Barry, President and future CEO of Pursuit, and Ellen Ingersoll, our Chief Financial Officer. During the call, we'll use the term Adjusted EBITDA, which is a non-GAAP measure, and we'll make some forward-looking statements. I'd like to refer you to pages two and three of our presentation, which contain important disclosures regarding the use of Adjusted EBITDA and forward-looking statements, and with that, I'm happy to turn the call over to Steve, who'll be starting on page five of our presentation.
Thank you, and good morning to everyone on the call with us. We're excited to walk you through this transformative transaction, one that's been a decade in the making. Those of you who have followed Viad for a while should be very familiar with the strategies shown on page five of our presentation. These strategies have consistently defined our actions over the past ten years, including the one we announced this morning. For Pursuit, our strategy has been to meaningfully scale the business through investments in high return, Refresh, Build, Buy growth opportunities. For GES, it's been to drive strong cash flow by maximizing our leading position in exhibitions and scaling Spiro, the experiential marketing arm of GES. And for Viad, we've been focused on strong capital allocators, giving Pursuit first call to growth capital while we continually evaluate options to maximize shareholder value.
As page six illustrates, the combination of these strategies has been aligned with creating more options for Viad, which included the separation of our two unrelated businesses, GES and Pursuit. I'd like to take a moment to underscore the deliberate transformation that we set out to accomplish in 2015. At that time, GES was a well-established leading provider of exhibitions and experiential marketing services, and Pursuit was known simply as the Travel and Recreation Group, a subscale collection of loosely connected experiential travel businesses. Our objective for GES was to enhance its margin and growth characteristics, and therefore enhance its free cash flow and valuation. For Pursuit, our goal was to scale and prepare the business to one day stand alone as a premier, high-growth, high-return company that investors would want to own.
We truly believed in the potential of this unique division, and we knew that with the right leadership and support, we could build a very special company with a uniquely attractive value proposition for shareholders. Our first move was to bring in David, who had deep expertise in driving growth and guest experiences in iconic locations, and who achieved great success running large, complex, global hospitality organizations. He was tasked with building a portfolio of complementary assets in iconic locations and driving scale, customer advocacy, efficiencies, and greater returns on investment. Since 2015, David has successfully led Pursuit and its Refresh, Build, Buy strategy that will remain core to the go-forward standalone company. After a decade-long growth journey, both businesses are performing at very high levels and are ready for their next chapters, and we have cleared the key hurdles that once made a separation very challenging.
Pursuit is now an industry leader with assets, resources, and capabilities to stand on its own. Additionally, the improved margin profile and growth trajectory of GES position it for continued success under a new owner that is committed to maximizing GES's growth potential. After careful evaluation, the board determined that now is the right time to separate GES and to create a standalone, publicly traded Pursuit. Following a robust competitive process, we've entered into an agreement to sell GES to Truelink Capital and transform Viad into a pure-play, high-growth, high-margin Pursuit business. Key transaction details are shown on page seven. Truelink will pay $535 million for GES, which is subject to adjustments for cash, debt, debt-like items, and working capital in the business.
$25 million of the cash proceeds are due one year from the closing date and are subject only to the passage of time. Proceeds from this transaction will allow us to reset our capital structure. We intend to fully retire Viad's Term Loan B and revolver and put excess cash on the balance sheet to fund near-term growth initiatives for Pursuit. We're committed to a seamless transition of the GES business to Truelink and expect the transaction to close by the end of twenty twenty-four, subject to customary closing conditions and regulatory approvals. Slide eight simplifies what this transformative transaction really achieves for our company. We believe it will unlock our high growth, high return Pursuit business as a pure-play company with stronger growth prospects, a strong balance sheet to fund growth, and a proven management team ready to continue executing.
It will enable us to fully retire high-cost debt, which should result in annual cash interest savings of about $30 million, and it provides new capital and ample balance sheet capacity with a pro forma total leverage ratio of about one times. The combination of very low leverage, excess cash, and the new undrawn revolver will give Pursuit immediate firepower to accelerate growth through our proven refresh build-buy strategy. We believe this will allow Pursuit to command a higher trading multiple following the sale. I want to extend a huge thanks to all of the team members across GES, Spiro, Viad, and Pursuit for their efforts to help us reach this pivotal milestone. I'll now hand it over to David to discuss the future of Pursuit, starting on page nine.
Thanks, Steve. I am very excited about what this transaction means for the future of Pursuit, and I'm very honored to have been chosen to lead the company in this next chapter as a high-growth, pure-play attractions and hospitality company. Today, Pursuit is a high-margin business with a massive opportunity to be the owner-operator of choice in iconic leisure travel destinations around the world. This transaction gives us the financial flexibility to really seize that opportunity and invest in markets that will continue to grow for generations to come. So I'll take a moment to talk about why I'm so bullish about the future for Pursuit. Very simply put, everyone loves a beautiful view. Iconic destinations like Banff, Iceland, and Denali have proven to be natural and perpetual demand generators. People all over the world search for these beautiful locations, which brings them to Pursuit.
And we don't have to spend marketing dollars creating demand for our destinations. Our destinations already have that demand, which means we can focus our marketing spend on steering visitors to our vertically integrated attractions and lodging experiences. We've effectively positioned ourselves in the slipstream of perennial demand for bucket list destinations. So when you pair that with our world-class, high-return, irreplicable assets and our obsessive focus on delivering a great guest experience, it's a powerful combination. We're much more than a bucket list company. Our experiences can create memories that last a lifetime. As shown on page 10, the increase in demand for outdoor activities and experiences is at historic highs and growing. Travelers are increasingly prioritizing travel spending and prefer experiences over things.
And when three-quarters of travelers are saying that outdoor activities are essential for their travels, you have a confluence of trends that amounts to a massive industry in a state of growth. Pursuit is aligned with all of these trends. We're well positioned to benefit from the growing global demand for authentic, immersive vacations in iconic locations. On page 11, you can see that Pursuit currently has experiences in three countries. We own and operate 14 world-class attractions and 27 distinctive lodges, as well as integrated food and beverage, retail, and transportation in destinations ranging from the Canadian Rockies to Iceland. And when we think about the future and our wide aperture for growth, it's clear that a lot of opportunity remains for targeted growth into other iconic locations around the world.
We'll remain disciplined in our approach to expansion, targeting locations with strong perennial demand and limited supply, and I'll share more on our criteria later in the presentation. As shown on page 12, we own must-do points of interest sightseeing attractions that can be enjoyed by visitors of all ages and abilities. During 2023, we welcomed 3.5 million visitors across our 14 attractions. These experiences, combined with our hospitality portfolio, shown on the next page, drive visitation in multi-day journeys. Our unique lodges have a very strong and authentic connection to the remarkable places where they're located, providing our guests a great base from which to explore. During 2023, our guests occupied nearly 420,000 room nights across our 27 lodging properties. This large guest base provides powerful cross-sell opportunities for our attractions.
Collections themselves are powerful, especially a collection of attractions and lodges in the same iconic location. So let me take a moment and talk about how we build high-return collections, using Alaska as an example, and you'll see that on page 14. We entered Alaska in 2011 with the acquisition of two lodges and a sightseeing tour. We then expanded in 2016 with the acquisition of three lodges and one marine sightseeing cruise. In creating this collection, we've enhanced the value of each individual asset through our winning formula. We establish our presence, fortify our position with an integrated platform, we continuously seek and evaluate opportunities for additional growth, and expand our presence with assets that complement our existing collection. In all, we invested about $60 million to complete the acquisitions in Alaska, which has given us incremental EBITDA of about $10 million a year.
What's exciting is the growth opportunity in Alaska continues. Through our relentless focus on guest experience and creating collections of attractions and lodges in iconic locations, we have meaningfully scaled Pursuit. On page 15, you can see our significant growth trajectory from 2015. We've grown Pursuit from $36 million of EBITDA in 2015 to $93 million in 2023, and during that time, we weathered a global pandemic, driving revenue to $350 million at a 15% CAGR. My focus was, and is, on driving the most productive allocation of capital, developing the right people, building the strongest teams, and relentlessly executing our Refresh, Build, Buy growth strategy. We've proven expertise in leveraging high demand and limited inventory accommodations to drive attraction sales, food, retail, and transportation.
Our locations inherently have scarcity of availability, together with authentic hospitality and focused revenue maximization efforts, and that all combines to continue to drive meaningful growth. We've strategically invested in new experiences to accelerate our growth journey. Pursuit now has the scale to stand alone, and with the resetting of our capital structure through the sale of GES, we'll also have a strong financial foundation to drive sustainable growth into the future through our differentiated Refresh, Build, Buy strategy, so let's dive into that strategy, starting on page 16. Refresh, Build, Buy has enabled us to triple our revenue from 2015 to 2023 while realizing strong returns on our investments. We leverage our balance sheet to fuel highest return growth opportunities. We refresh to improve guest experience, our market position, and maximize returns.
We build to create new guest experiences and revenue streams with economies of scale and scope. We will refresh and build in our existing geographies. These projects in well-instrumented existing geographies are powerful. When we see an opportunity to make something better, we take it, and we buy strategic assets that drive guest experience, economies of scale and scope, and immediately improve our financial performance. Page 17 shows our successful track record of creating value through Refresh, Build, Buy investments. Over the last 10 years, we've completed 13 major Refresh, Build, Buy projects with an aggregate investment of approximately $460 million. These projects collectively contributed nearly $75 million of Adjusted EBITDA in 2023. That equates to an effective EBITDA multiple of about 6 times and illustrates the significant growth in enterprise value that we've created through our strategic focus.
During that same time, we've realized increases in both our attraction visitors and hospitality rooms occupied, which have grown by more than two and a half times. With an enhanced and robust balance sheet in place, we're in a position to tap into our deep pipeline of additional investment opportunities. So what does our Refresh, Build, Buy pipeline look like, and you can see that on page 18? We currently have identified approximately 20 actionable opportunities, representing a potential total investment of about $200 million, to refresh and build where we already operate and have a presence. Tackling refresh projects over time provides us space for great planning and execution while scheduling a steady pipeline of continuous growth from within. Build projects take longer to plan, entitle, and construct, but once they're built, they create tangible long-term value.
We also have an acquisition pipeline of exciting opportunities to buy new experiences, both in new geographies and ones where we already have a presence. So when we evaluate buy investments, we focus on strategic fit, which includes buying right and creating more value over time. At a minimum, all Refresh, Build, Buy investments need to meet our 15% or greater IRR hurdle rate, to be iconic, unforgettable, and inspiring, to have strong perennial demand and scarcity or high barriers to entry, attractive EBITDA margins, provide a high-quality guest experience, and be located in countries with a strong ease of doing business. So the world is a big, beautiful place, and our growth aperture is wide. So before I wrap up my comments, I also want to provide a quick view into Pursuit's continuing strong financial performance on page 19.
I'm happy to report that Pursuit continues to see strong demand for our experiences, and we're not quite ready to provide third quarter results, but we are prepared to raise the low end of our prior full year adjusted EBITDA guidance based on the strength we are seeing. We now expect to see full year adjusted EBITDA of $85-$95 million, with revenue above 2023. Looking ahead to 2025, we anticipate Pursuit will see adjusted EBITDA well above $100 million as a standalone business. We expect our Jasper businesses will have a strong rebound in 2025 after losing about $20 million of EBITDA this year due to forest fires in the park. There is strong interest from our tour and travel partners to return to Jasper in 2025, and we'll be ready to welcome guests at all of our Jasper properties.
It's not just about Jasper. Across Pursuit, our teams are planning now to deliver a fantastic year and drive continued growth in 2025. In closing, on page 20, we view Pursuit as a house of brands, and to us, brand means the promise of an experience... We strive to make each of our experiences as iconic as the views around them, and there's inherent power in our authentic, iconic locations, and we want to harness that for our guests to enjoy. As our experiences improve and the knowledge and credibility of our brand grows, we expect the name and promise inherent in Pursuit to be that much more powerful. As we create new collections and improve quality, our brand evolves. If you have a great experience in Banff, you're more likely to visit a Pursuit experience in Iceland.
Pursuit is way more than a bucket list company. We have a team of proven operators with the experience, knowledge to add diverse experiences in profitable geographies that capture perennial demand, reduce seasonality, and generate returns greater than Pursuit's cost of capital. This transformative transaction allows us to reset the company's capital structure, significantly bolster our financial flexibility to accelerate Pursuit's growth trajectory, and positions us well to deliver greater long-term value to our shareholders. All right, let's open up the call to questions.
Thank you. At this time, I would like to remind everyone, in order to ask a question, please press star, then the number one on your telephone keypad. We'll pause for just a moment to compile the Q&A roster. Your first question today comes from the line of Tyler Batory with Oppenheimer. Tyler, please go ahead.
Thank you. Good morning, everyone, and congrats on this transaction here. I know a lot of work behind the scenes. I'm sure. So nice to see this get across the finish line. Yeah, I'm gonna start with some housekeeping questions first and then you'll hit on some of the strategic topics. You know, can you talk about any potential tax implications from this transaction, and potentially how you thought about you know, offsetting some of those? Hello? I'm not sure-
Hello, can I please-
You guys dropped off.
Check if the management team is on mute? Confirming we have the backup speakerphone connected. Can I please check if the management team can hear us?
Can you hear us now?
Can you hear us now?
We can hear you. We can hear you. Tyler, if you could please repeat your question.
Yes. Sure. Thank you.
Tyler, I've got, yeah, the tax implication.
Go ahead, Tyler. We heard the question.
We heard the question. We've got it. Sorry about that. So, yes, during COVID, we built up some net operating losses and deferrals of interest deductions. So we do have those to use against the gain in this transaction, and so the tax implications will be about $10-$15 million.
Okay. Okay, great. Great. And then I'm also interested, what do you think about the right level of G&A, just for Pursuit on its own versus the combined, the combined entity? I'm not sure how much of G&A or how much of corporate expense is really associated with GES and how much of that might be going away with this transaction.
Yes. So the corporate activities expense is going to stay pretty similar from what we have at Viad. And the reason for that is most of the corporate activities were kept here at Viad. We do have some that are going away, but we also have some dis-synergies, like in the area of IT with infrastructure and some of the licenses there. So I would model about similar corporate expenses.
Okay, and then the convertible preferred that's outstanding, does this transaction impact that at all, or should we just assume that that remains outstanding for now?
No, Tyler, that remains the same through the transaction.
Okay. Okay. So I'm trying to think through a little bit more just the capital structure of the remaining entities. So just a couple of questions along those lines. I mean, how much cash overall did you guys have as of September 30th? And then I'm assuming that you might wanna, or you might be able to redo the credit facility, once this transaction closes, maybe, maybe not. How much investment capacity do you expect to have when the transaction closes? And, you know, I know this might be a little bit early to think about this, you know, with pro forma leverage really quite low, you know, how much higher might you be willing to take that in the future if you did see an attractive acquisition?
Okay, let me break that down. So I think, Tyler, let me go through the use of proceeds, and that might clear up some of the capital structure. So we do intend to pay off our Term Loan B of about $317 million. So I'll start with the purchase price of $535 million. $25 million of that is deferred for a year. Debt and debt-like items, we are estimating to be around $75-$80 million at the time of closing. We have taxes and transaction costs of about $30-$35 million, so that gets you to about $395-$405 million. So with that, we would pay off the Term Loan B of $317 million, and any other revolver borrowings that we might have at the end of the year.
Our expected leverage at time of close is total leverage expected to be about one time. We've talked about a target of about two and a half to three and a half times, and that would still be our target. We have quite a bit of capacity on the balance sheet to grow.
Okay. Okay, excellent. So segue to my next question. You know, the setup here, I think with a pure play, a lot of capacity on the balance sheet to grow. I know lots of opportunities that are out there. I guess what looks most interesting in terms of putting some of this capacity to work? I mean, is it kind of outside and perhaps looking at a transaction to offset some of the seasonality? I mean, you alluded to some of the projects or some of the opportunities potentially that you have in the current portfolio. I guess what in your mind looks most interesting, kind of where you may be more focused, you know, you think over the next couple of months after the transaction closes?
Morning, Tyler, it's David. What's interesting is we have two levers of growth. We have identified quite a few opportunities that are organic opportunities within the organization that, you know, think of well-instrumented businesses and opportunities for us to invest to make things better in the refresh and build category. And then, obviously, I can't speak to anything that's in the pipeline that we're working on, but we do see ample opportunity, and with a focus and concentration on the criteria that we've talked about, including counter seasonal and ways to balance out our heavy weighting that today is in the third quarter. So there are lots of opportunities, and I think that this transaction gives us the strength on our balance sheet and the ability to move forward and return to a growth pace that we were at, you know, pre-pandemic.
So we're quite excited about that.
Okay, great. All right, I think I'll leave it, leave it there. Thanks for the detail, and congrats again on the transaction here.
Thanks, Tyler.
Thanks, Tyler.
Your next question comes from Alex Fuhrman with Craig-Hallum. Alex, please go ahead.
Hey, guys. Thanks for taking my question. Congratulations to Steve and Ellen for getting this transaction done, and congratulations to David on the new role here. You know, wanted to ask, I guess, you know, my biggest question would be, you know, it looks like over the last couple of years, you know, you guys have taken up investment and CapEx that Pursuit, you know, slowly but surely. It looks like it's been around, you know, $60 million or so for the last two years. But I think you guys laid out, you know, about $200 million of, you know, what sounds like, you know, fairly low-hanging fruit in terms of, you know, investment opportunities within your existing portfolio.
You know, should we kind of, you know, think about this announcement today as, you know, the first sign that, you know, you guys are maybe gonna accelerate CapEx and, you know, try to make more progress on that $200 million of investment opportunities, you know, in the somewhat near future? And just wondering how you kind of rank that $200 million dollar of investment opportunities, you know, against the potential to add a, you know, another full collection.
Yeah, Alex, what I would say is that, you know, investments within the business and refresh projects take time. So again, back to that idea of two levers of growth. So if we identify something, you know, it takes a period of time to get approvals in place and design and a variety of other things. So those are slow and steady that can be rolled out over time and help deal and offset some of the lumpiness that comes with transactions. We do, though, see great opportunity, and so our focus and priority will be on acquisitions that are immediately beneficial and accretive, and things that we think really will fit within the iconic locations category.
Okay. That's really helpful. And then, just, you know, as long as we have you here for this, you know, rare October update, it, you know, it certainly sounds like just from the guidance going higher, I would have to think, you know, a lot of that was that the recovery in Jasper has been going, you know, faster or at least as fast as anyone really could have expected here. Can you talk about, you know, what you're seeing for next year, in terms of your group travel partners? Are there any partners that have left the region? Is it pretty much business as usual, you know, for this stage in the year as you start thinking about ramping up your business next year?
Yeah, so I'll answer those sort of in sequence. If you think about next summer, we do not have any tour and travel partners that are shying away or walking away from Jasper. We have the opposite. We have tour and travel partners that like to increase their allocation and bring more guests to Jasper next summer. Today, seven out of eight properties are open. We have some repairs underway at Pyramid Lake Lodge, some minor repairs, and we'll be open there before Christmas. So all eight lodging properties in Jasper will be open. You know, obviously, Maligne Lake in great shape, ready to go for next summer. We're working on the SkyTram, which we'd announced, and working to sort out the various insurance issues to close that transaction at some point in the near future.
So all of those things combined, you know, give us an opportunity to feel pretty, pretty enthusiastic about the future of Jasper. Infrastructure in town is intact. So I know the image that you might think from afar is that there's been huge devastation, and there has been, you know, neighbourhood-specific damage. About four hundred keys were destroyed, so four hundred hotel rooms. But the town is strong, the infrastructure is intact. They're ready to host guests. They're hosting guests today, so we're quite enthusiastic about the future there.
Great. Well, that's good to hear, David. And again, congratulations to everyone on getting this done and looking forward to seeing what you do in the future.
Thank you.
Our next question comes from the line of Bryan Maher from B. Riley Securities. Please go ahead, Bryan.
Thank you, and good morning. Most of my questions have already been asked and answered, the key ones, Tyler got. So I'll just say congratulations to David, Steve, and Ellen on a pretty attractive transaction, and looking forward to doing what-- seeing what you guys do with Pursuit. So, thank you very much.
Thanks, Bryan.
Thanks, Bryan.
The next question comes from Kartik Mehta with North Coast Research. Kartik, please go ahead.
Hey, good morning, Steve, Ellen, and David. As you look at this transaction, was one of the catalysts that... David, you talked about a lot of opportunities for Pursuit, maybe from an acquisition standpoint, and was one of the catalysts that now is the time to invest and you to have a balance sheet to be able to do so, and that's why this was the right time to do this? Or, you know, are there other considerations for the transaction?
Yeah, Kartik. Kartik, it's a good question. As you know, we've been on this journey for a long time, and trying to create more opportunities for Viad. And as we've talked about earlier in the call, we wanted to hit certain milestones in terms of the scale of Pursuit, the profitability and the growth profile for GES. And, you know, we've been working against that for a long time. So, we really got to a place where the board had been looking at this for a while, and we felt like now is the right time.
I think importantly, what it does is it sets us up to accelerate the growth at Pursuit and, you know, get back to some of the trajectory that we had pre-pandemic in terms of allocating capital towards growth opportunities at Pursuit. So we're super excited that the journey led us here, and we're excited that, you know, both businesses are performing very well and have very good attractive futures going forward.
David, you know, Pursuit is a little bit different than most hospitality and attraction companies in the fact that the type of attractions you have. I'm wondering, you know, as you look at 2025, maybe from a capacity standpoint or just from a booking standpoint, what 2025 looks like, and, you know, is this too early for some of that? Any type of information you can provide as to how the attractions look going into 2025?
Yeah, it's early to give a view, you know, from that standpoint, other than our tour and travel partners, which are all, you know, enthusiastic, booking, organizing, getting themselves in a good position. So we see demand increasing. We have a very optimistic and positive view of 2025.
And then just one last question, Ellen. From a free cash flow conversion standpoint, you know, what do you think CapEx will be, or how do you look at free cash flow conversion, you know, if you look at EBITDA converting down?
At this point, we're not ready to give that guidance, Kartik. We're still working through the transaction details, the 2025 plan. So we'll be giving more guidance on that in the coming months.
Thank you very much.
Just to clarify, Kartik.
Yeah.
I'll just add a little bit more there. You know, Pursuit has typically had Maintenance CapEx at around 7%-8% of revenue. I don't think we expect that will change, but there will be Growth CapEx on top of that, and as Ellen mentioned earlier, we're gonna have a pretty under-levered balance sheet with opportunity to invest, more than what the EBITDA contribution to the company is, as we smartly relever with some good growth investments.
Thanks, Carrie. I appreciate it.
As a final reminder, if you would like to ask a question today, please do so now by pressing star, followed by the number one on your telephone keypad. There are no further questions at this time. Steve Moster, I turn the call back over to you.
Thank you, and thanks, everybody, for joining us this morning. Obviously, we're all very excited about the news that we announced this morning and excited about our futures going forward. We'll talk soon. Thank you.
Thank you everyone for joining us today. This concludes our call, and you may now disconnect your lines.