8-K

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): August 13, 2020 (August 13, 2020)

Emerald Holding, Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (949) 226-5700

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:

Securities registered pursuant to Section 12(b) of the Act:

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    ☒

Item 3.02. Unregistered Sales of Equity Securities.

On August 13, 2020, Emerald Holding, Inc., a Delaware corporation (the “Company”), completed  the previously announced issuance and sale of 22,660,587 shares (the “Backstop Sale”) of its 7% Series A Convertible Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), to OPV Gem Aggregator LP, a Delaware limited partnership (in its capacity as assignee of Onex Partners V LP) (OPV Gem Aggregator LP and Onex Partners V LP, together with certain investment funds managed by an affiliate of Onex Corporation that are currently holders of the Company’s outstanding common stock, collectively “Onex”). The Backstop Sale was completed pursuant to the Investment Agreement dated as of June 10, 2020 between Onex Partners V LP and the Company, under which, among other things, Onex had agreed to purchase, for a subscription price equal to $5.60 per share, any shares of Series A Preferred Stock not subscribed for by the Company’s common stockholders in the Company’s previously announced rights offering. In connection with the Backstop Sale, the Company received proceeds of approximately $126.9 million, which it expects to use to pay certain fees and expenses associated with the sale of the Series A Preferred Stock and for general corporate purposes, including organic and acquisition growth initiatives.

The issuance and sale of the 22,660,587 shares of Series A Preferred Stock by the Company to Onex described above is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Onex has represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing shares of Series A Preferred Stock or shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) issued in connection with any future conversion of the Series A Preferred Stock.

The shares of Common Stock issuable to Onex upon conversion of shares of the Series A Preferred Stock will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act or pursuant to another available exemption.

Item 8.01. Other events

A copy of the press release announcing the completion of the Backstop Sale is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibit.

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.

eex-ex991_80.htm

Exhibit 99.1

Emerald Holding, Inc. Announces Closing of Backstop Sale

NEW YORK--(BUSINESS WIRE)--August 13, 2020 Emerald Holding, Inc. (NYSE: EEX) (“Emerald” or the “Company”) today announced the completion of its previously announced issuance and sale of 22,660,587 shares (the “Backstop Sale”) of its 7% Series A Convertible Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) to an affiliate of Onex Partners V LP (“Onex”) at a subscription price of $5.60 per share (the “Subscription Price”). The Backstop Sale was completed pursuant to the Investment Agreement dated as of June 10, 2020 (the “Investment Agreement”) between Onex and the Company, under which, among other things, Onex had agreed to purchase, for the Subscription Price, any shares of Series A Preferred Stock not subscribed for by the Company’s common stockholders in the Company’s previously announced offering of non-transferable rights (the “rights offering”) to purchase shares of its Series A Preferred Stock.

Emerald sold a total of 71,446,346 shares of Series A Preferred Stock pursuant to the Investment Agreement and the rights offering, of which Onex purchased a total of 69,718,919 shares, including the shares purchased pursuant to the Backstop Sale. Proceeds from all such sales of approximately $400 million were used to repay outstanding borrowings under Emerald’s revolving credit facility, with the remainder to be used to pay fees and expenses associated with the sale of Series A Preferred Stock and for general corporate purposes, including organic and acquisition growth initiatives.

About Emerald

Emerald is a leader in building dynamic, market-driven business-to-business platforms that integrate live events with a broad array of industry insights, digital tools, and data-focused solutions to create uniquely rich experiences. As true partners, we at Emerald strive to build our customers’ businesses by creating opportunities that inspire, amaze, and deliver breakthrough results. With over 140 events each year, our teams are creators and connectors who are thoroughly immersed in the industries we serve and committed to supporting the communities in which we operate.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains certain forward-looking statements. These statements involve risks and uncertainties, including, but not limited to, governmental, economic and public health factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking statements” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. In particular, the Company is subject to risks associated with, but not limited to, the impact of coronavirus/ COVID-19 on Emerald’s business, the Company’s ability to recover proceeds under its current event cancellation insurance policy and the timing and amount of any such recoveries, its managing of its business to reduce expenses, preserve cash and strengthen its liquidity position, and the positioning of Emerald to successfully weather the dislocation that it is experiencing due to COVID-19. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

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Contacts

Emerald Holding, Inc. David Doft Chief Financial Officer 1-866-339-4688 (866EEXINVT) Investor.relations@emeraldx.com