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  4. [8-K] Emerald Holding, Inc. Reports Material Event

Apollo Funds to take Emerald (NYSE: EEX) private at $5.03 per share

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Emerald Holding, Inc. agreed to be acquired by Apollo-managed funds in an all-cash merger, under which stockholders will receive $5.03 per share. This price reflects a 42.1% premium to Emerald’s unaffected share price and implies an estimated enterprise value of about $1.5 billion.

The merger will be effected through a newly formed Apollo-owned parent, with Emerald becoming a wholly owned private subsidiary and its shares delisted from the NYSE. Onex-affiliated holders controlling over 90% of the voting power have already approved the deal by written consent, so no further stockholder vote is required.

The agreement includes reciprocal termination fees of $84,000,000 under specified conditions, and Apollo has arranged an equity commitment of $760,000,000 plus committed debt facilities totaling more than $1.2 billion to fund the merger, repay Emerald’s debt and cover fees. Closing is targeted for the second half of 2026, subject to antitrust and other customary approvals. Separately, Emerald’s board declared a quarterly dividend of $0.015 per share, payable on June 1, 2026 to holders of record on May 21, 2026.

Positive

  • Take-private at premium valuation: Apollo-managed funds agreed to acquire Emerald for $5.03 per share in cash, a stated 42.1% premium to the company’s unaffected share price, implying an estimated enterprise value of about $1.5 billion and providing immediate liquidity to existing stockholders.

Negative

  • None.

Insights

Apollo is taking Emerald private at a 42.1% cash premium.

The merger gives Emerald stockholders an all-cash exit at $5.03 per share, a 42.1% premium to the unaffected price and an implied enterprise value around $1.5 billion. Onex, holding over 90% of voting power, has already approved via written consent, effectively locking in stockholder approval.

Financing relies on a mix of $760,000,000 in committed equity from Apollo-affiliated funds and committed debt facilities exceeding $1.2 billion, including a $765,000,000 term loan and multiple delayed draw and revolver lines. For public investors, these leverage levels are mainly a post-closing, private-company issue rather than an ongoing risk.

Conditions include mailing an Information Statement, expiration of Hart‑Scott‑Rodino waiting periods and absence of prohibitive orders, plus “no material adverse effect” and accuracy of reps. Reciprocal termination fees of $84,000,000 create meaningful incentives for both sides to close. The transaction is expected to complete in the second half of 2026, assuming regulatory and closing conditions are satisfied.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Merger cash price per share $5.03 per share All-cash consideration for each Emerald common share in the merger
Premium to unaffected share price 42.1% Stated premium of merger price over Emerald’s unaffected share price
Implied enterprise value $1.5 billion Estimated closing enterprise value implied by the transaction terms
Equity commitment from Apollo funds $760,000,000 Aggregate equity contribution committed to capitalize the acquisition parent
Initial term loan facility $765,000,000 Committed term loan facility as part of the Debt Financing package
Revolving credit facility $175,000,000 Committed revolving credit facility available in connection with the merger
Termination fees $84,000,000 Company and Parent Termination Fees payable in specified scenarios
Quarterly cash dividend $0.015 per share Dividend for quarter ending June 30, 2026, payable June 1, 2026
Merger Consideration financial
"converted into the right to receive $5.03 per share of Common Stock in cash (the “Merger Consideration”)"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”)"
Information Statement regulatory
"the mailing of the information statement (the “Information Statement”) contemplated by Rule 14c-2 of the Securities Exchange Act of 1934"
An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.
Termination Date financial
"if the Effective Time does not occur by September 9, 2026 (the “Termination Date”), subject to two one-month extensions"
Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.
Debt Financing financial
"committed to provide for debt financing (the “Debt Financing”) in connection with the Merger consisting of a term loan facility"
Debt financing is the process of raising money by borrowing it from lenders, which must be paid back over time with interest. It is like taking a loan to fund a project or investment, allowing a business or individual to access funds immediately while agreeing to repay the amount borrowed later. For investors, understanding debt financing helps assess how a company funds its operations and manages financial risk.
Understanding 8-K Material Events →
false 0001579214 0001579214 2026-05-11 2026-05-11
 
 

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): May 11, 2026

 

 

Emerald Holding, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-38076   42-1775077
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

100 Broadway, 14th Floor  
New York, New York   10005
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 226-5700

(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:

 

☐

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, par value $0.01 per share   EEX   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.

Merger Agreement

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Emma Buyer, LLC, a Delaware limited liability company (“Parent”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”).

The board of directors of the Company (the “Board”) unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of its obligations under the Merger Agreement, including the Merger, upon the terms and subject to the conditions contained therein, and (iv) recommended the adoption of the Merger Agreement by the Company’s stockholders, subject to the terms and conditions of the Merger Agreement.

On May 9, 2026, following the execution of the Merger Agreement, and pursuant to the Support Agreement (as defined below), certain Company stockholders affiliated with Onex Corporation (the “Majority Stockholders”) holding over 90% of the voting power of the outstanding common stock, par value $0.01 per share, of the Company (“Common Stock”), adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger, by written consent (the “Written Consent”).

Effect on Capital Stock

Upon the terms and subject to the conditions set forth in the Merger Agreement, upon the effective time of the Merger (the “Effective Time”), each share of Common Stock that is issued and outstanding immediately prior to the Effective Time, other than shares of Common Stock that are held by the Company as treasury stock or owned by Parent or Merger Sub or any wholly owned subsidiary of the Company and Parent (other than Merger Sub), or any shares of Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law (and not validly withdrawn), will be cancelled and converted into the right to receive $5.03 per share of Common Stock in cash (the “Merger Consideration”), without interest.

Treatment of Company Equity Awards

Except as set forth in the Merger Agreement, each stock option to acquire shares of Common Stock (a “Company Stock Option”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time, will automatically, as of the Effective Time, be fully vested and cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess of the Merger Consideration over the exercise price per share of Common Stock of such Company Stock Option, multiplied by (ii) the total number of shares subject to such Company Stock Option, subject to any applicable tax withholding. Any Company Stock Option with an exercise price per share of Common Stock that is equal to or greater than the Merger Consideration will be cancelled for no consideration.

Each restricted stock unit award (a “Company RSU”) subject to time-based vesting requirements that is outstanding immediately prior to the Effective Time, will automatically, as of the Effective Time, become fully vested and be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration (without interest), subject to any applicable tax withholding.

Each restricted share award subject to performance-based vesting requirements (a “Company PS Award”) that is outstanding immediately prior to the Effective Time and that will have satisfied its performance conditions taking into account the effect of the Merger and vested based on actual performance measured through the Effective Time

(with performance determined based solely on actual results achieved as of the Effective Time), will automatically, as of the Effective Time, be cancelled and converted into the right to receive an amount equal to the Merger Consideration (without interest) in respect of each share of Common Stock that is considered earned under the applicable Company PS Award agreement, taking into account the effect of the Merger, subject to any applicable tax withholding. Each Company PS Award, or portion thereof, with a vesting condition in effect immediately prior to the Effective Time that is not met after taking into account the effect of the Merger, will be cancelled for no consideration.

Closing Conditions

Consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions set forth in the Merger Agreement, including (i) the Company’s receipt of the Written Consent (which was satisfied on May 9, 2026), (ii) the mailing of the information statement (the “Information Statement”) contemplated by Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Company to its stockholders, and the lapse of at least 20 days from the date of completion of such mailing, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and approvals and clearance under the antitrust laws of certain other jurisdictions and (iv) the absence of certain orders or laws prohibiting the consummation of the Merger. The obligation of each party to consummate the Merger is also subject to other customary closing conditions, including the absence of a material adverse effect with respect to the Company, the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement, and compliance in all material respects with the other party’s obligations under the Merger Agreement.

Termination Rights and Termination Fees

The Merger Agreement contains certain customary termination rights for the Company and Parent, including (i) if the Effective Time does not occur by September 9, 2026 (the “Termination Date”), subject to two one-month extensions if all of the closing conditions except those relating to certain regulatory approvals have been satisfied or waived and, if applicable, a further extension to the date that is three (3) business days after the then-scheduled expiration date of the Marketing Period (as defined in the Merger Agreement), (ii) if any law or order prohibiting the Merger has become final and non-appealable or (iii) if the other party breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Merger set forth in the Merger Agreement to not be satisfied and fails to cure such breach. In addition, (x) the Merger Agreement may be terminated by the Company (A) prior to the receipt of the Written Consent, in order to enter into a definitive agreement providing for an alternative superior transaction or (B) if, following the expiration of the Marketing Period, all conditions to the Merger have been and continue to be satisfied (subject to customary exceptions) and Parent fails to consummate the Merger after receiving written notification from the Company and (y) the Merger Agreement may be terminated by Parent (A) if, prior to the receipt of the Written Consent, the Board changes its recommendation and (B) if the Written Consent was not delivered within twelve (12) hours following the execution of the Merger Agreement (which condition was satisfied on May 9, 2026).

If (i) prior to the receipt of the Written Consent, the Company terminates the Merger Agreement to enter into a definitive agreement providing for an alternative superior transaction or (ii) Parent terminates the Merger Agreement if the Board changes its recommendation regarding the Merger, then the Company will be required to pay Parent a termination fee equal to $84,000,000 (the “Company Termination Fee”). The Company is also required to pay the Company Termination Fee if (1) (a) the Company terminates the Merger Agreement due to the failure of the Effective Time to occur by the Termination Date, or (b) Parent terminates the Merger Agreement if (x) the Written Consent is not delivered within twelve (12) hours following the execution of the Merger Agreement or (y) the Company breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Merger to not be satisfied and fails to cure such breach, (2) prior to the delivery of the Written Consent to the Company, a third party publicly announces and does not withdraw a proposal for an alternative acquisition of the Company and (3) within twelve (12) months following such termination of the Merger Agreement, the Company subsequently consummates such transaction.

If the Company terminates the Merger Agreement (i) due to Parent or Merger Sub breaching its representations, warranties or covenants that causes the condition to the closing of the Merger to not be satisfied, or (ii) if, following

the expiration of the Marketing Period, all conditions to the Merger have been and continue to be satisfied (subject to customary exceptions), and Parent fails to consummate the Merger after receiving written notification from the Company, then Parent will be required to pay the Company a termination fee equal to $84,000,000 in cash (the “Parent Termination Fee”). In addition, if the Merger Agreement is terminated by the Company or Parent (x) if the Effective Time has not occurred prior to the Termination Date due to the closing conditions related to the HSR Act and governmental orders (related to US antitrust laws) not being satisfied or (y) due to a law or order of a US governmental authority permanently prohibiting the closing of the Merger as a result of US antitrust laws, then Parent will be obligated to pay the Company a termination fee equal to the Parent Termination Fee; provided, that, in each case, all other applicable closing conditions have been satisfied or waived.

Other Terms of the Merger Agreement

The Company, Parent and Merger Sub have each made customary representations, warranties and covenants in the Merger Agreement. Among other things, the Company has agreed, subject to certain exceptions, from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, (i) to conduct its business in all material respects in the ordinary course of business, (ii) not to take certain actions prior to the Effective Time without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned) and (iii) not to solicit or engage in discussions or negotiations with respect to any alternative acquisition proposals following the Company’s receipt of the Written Consent.

If the Merger is consummated, the Common Stock will be delisted from The New York Stock Exchange and deregistered under the Exchange Act.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.

The Merger Agreement has been attached as an exhibit hereto to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, or Merger Sub, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time and investors should not rely on them as statements of fact.

Support Agreement

Simultaneously with the execution of the Merger Agreement, on May 9, 2026, the Company entered into a support agreement with Parent, Merger Sub and the Majority Stockholders (the “Support Agreement”), pursuant to which the Majority Stockholders agreed, among other things, and subject to the terms and conditions set forth therein, (i) to deliver the Written Consent, (ii) to vote their shares of Common Stock in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) to vote their shares of Common Stock against any alternative acquisition proposals and (iv) to abide by certain confidentiality and, with respect to employees, non-solicitation restrictions for two years following the closing of the Merger. The Support Agreement will automatically terminate if the Merger Agreement is terminated in accordance with its terms.

The foregoing summary of the Support Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Financing Commitments

Parent obtained equity and debt financing commitments for the Merger, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger Consideration, any amounts required to repay the Company’s existing indebtedness as set forth in the Merger Agreement, and all related fees and expenses of Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement, including the Merger (including in connection with the Debt Financing (as defined below) described below).

Affiliates of funds managed by affiliates of Apollo have committed, pursuant to the equity commitment letter dated May 9, 2026 (the “Equity Commitment Letter”), to capitalize Parent, immediately prior to the time that Parent, Merger Sub and the Company become obligated unconditionally under the Merger Agreement to close the Merger, with an aggregate equity contribution in an amount equal to $760,000,000, on the terms and subject to the conditions set forth in the Equity Commitment Letter. Such funds have also provided limited guarantees in favor of the Company, pursuant to the limited guarantee dated as of May 9, 2026 (the “Limited Guarantee”), to guarantee, subject to certain limitations set forth therein, the payment of such guarantor’s pro rata share of the obligation of Parent to pay the Parent Termination Fee, certain indemnification and reimbursement obligations of Parent and Merger Sub and/or damages payable by Parent or Merger Sub in accordance with the terms of the Merger Agreement.

In addition, (i) Barclays Bank PLC, (ii) Bank of America, N.A., (iii) Deutsche Bank AG New York Branch, (iv) Royal Bank of Canada, (v) UBS AG, Stamford Branch, and (vi) Wells Fargo Bank, National Association (collectively and each with certain affiliates, the “Lenders”) have committed to provide for debt financing (the “Debt Financing”) in connection with the Merger consisting of a term loan facility in an aggregate principal amount equal to $765,000,000 (the “Initial Term Loan Facility”), a delayed draw term loan facility in an aggregate principal amount equal to $200,000,000, a delayed draw term loan facility in an aggregate principal amount equal to $100,000,000, and a revolving credit facility in an aggregate principal amount equal to $175,000,000, in each case, on the terms and subject to the conditions set forth in a commitment letter, dated May 9, 2026 (the “Debt Commitment Letter”). The Initial Term Loan Facility and a portion of the revolving credit facility will be available to finance the Merger and fees and expenses related thereto, and are subject to customary conditions. The obligations of the Lenders to provide the Debt Financing under the Debt Commitment Letter are subject to a number of conditions, including the receipt of executed loan documentation, consummation of the Merger, contribution of equity contemplated by the Equity Commitment Letter and the completion of the marketing period provided therein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 9, 2026, the Majority Stockholders, holding over 90% of the Common Stock, delivered the Written Consent and adopted the Merger Agreement and approved the transactions contemplated thereby, including the Merger. Delivery of the Written Consent by the Majority Stockholders was sufficient pursuant to Section 228 of the Delaware General Corporation Law and Article V, Section C of the Amended and Restated Certificate of Incorporation of the Company, as amended, to adopt the Merger Agreement and, therefore, approve the Merger on behalf of all stockholders of the Company, and no further vote of Company stockholders will be required.

Pursuant to the rules adopted by the United States Securities and Exchange Commission (the “SEC”) under the Exchange Act, the Company will prepare and file with the SEC, and thereafter mail to its stockholders, the Information Statement.

Item 8.01. Other Events.

On May 8, 2026, the Board declared a dividend for the quarter ending June 30, 2026 of $0.015 per share of Common Stock payable on June 1, 2026 to holders of record of Common Stock on May 21, 2026.

On May 11, 2026, Apollo and the Company issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No.

   

Description

2.1*    Agreement and Plan of Merger, dated as of May 9, 2026, by and among Emerald Holding, Inc., Emma Buyer, LLC and Emma Merger Sub, Inc.
10.1*    Support Agreement, dated as of May 9, 2026, by and among Emerald Holding, Inc., Emma Buyer, LLC, Emma Merger Sub, Inc., Onex Partners III LP, Onex Partners III GP LP, and the other stockholder parties thereto.
99.1    Joint Press Release of Apollo and Emerald Holding, Inc., dated May 11, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) and Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.

No Offer or Solicitation

No person has commenced soliciting proxies in connection with the proposed Merger referenced in this Current Report on Form 8-K, and this Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell securities.

Additional Information about the Merger and Where to Find It

This Current Report on Form 8-K relates to the proposed Merger involving the Company, Parent and Merger Sub. In connection with the proposed Merger, the Company will file an Information Statement, containing the information with respect to the Merger specified in Schedule 14C promulgated under the Exchange Act and describing the pending Merger. When completed, the Information Statement will be mailed to the Company’s stockholders. This Current Report on Form 8-K is not intended to be, and is not, a substitute for the Information Statement or for any other document that the Company may file with the SEC in connection with the proposed Merger. THE COMPANY’S STOCKHOLDERS ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE INFORMATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER.

The Company’s stockholders may obtain copies of these documents and other documents filed by the Company with the SEC free of charge through the website maintained by the SEC at www.sec.gov or from the Company at its website, emeraldx.com, under the heading Investors.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains and the Company’s other filings and press releases may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking information may be identified by such terms as “believes”, “expects”, “will”, “may”, and other similar expressions. In particular, the forward-looking information contained in this Current Report on Form 8-K includes statements regarding the proposed transactions described herein, including the proposed Merger, and the proposed timing and steps contemplated in respect of the proposed Merger and approvals with respect thereto. These statements are based on the current expectations of the Company’s management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks

and uncertainties, including, but not limited to, economic, competitive, governmental and other factors outside of the Company’s control that may cause its business, industry, strategy, financing activities and the ability of the parties to complete the proposed transaction 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 for a discussion of factors that may affect the Company’s business performance. 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.

 

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.

 

 

    

 

   EMERALD HOLDING, INC.
Date: May 11, 2026     By:  

/s/ Hervé Sedky

    Name:   Hervé Sedky
    Title:   President & Chief Executive Officer

Exhibit 99.1

Apollo Funds to Acquire Emerald and Questex to Create Leading North American B2B Events Platform

Combination Under Private Ownership Would Bring Together Two Complementary Portfolios, Creating a Scaled Platform Positioned for Growth

NEW YORK, May 11, 2026 – Apollo (NYSE: APO) today announced that Apollo-managed funds (the “Apollo Funds”) have entered into separate definitive agreements to acquire Emerald Holding, Inc. (NYSE: EEX) (“Emerald”) and Questex, LLC (“Questex”), with the intention to combine the businesses to create a leading North American B2B experiential events and media platform, in an all-cash transaction.

Emerald and Questex together would create a scaled B2B events platform with approximately 160 events across complementary end markets, combining Emerald’s category-leading exhibitions with Questex’s differentiated events portfolio and 365-day digital engagement model. The combined business is expected to be well-positioned to drive organic growth and serve as a strategic partner of choice for founders and operators in the large and fragmented B2B events landscape.

Under the terms of the agreement with Emerald, Emerald stockholders will receive $5.03 per share in cash, representing a 42.1% premium to Emerald’s unaffected share price1, and implying an estimated closing enterprise value of approximately $1.5 billion. The Emerald Board of Directors unanimously approved the transaction. Onex, which beneficially owns over 90% of Emerald’s outstanding shares, has entered into a support agreement to vote in favor of the transaction. Upon completion of the transaction, Emerald’s shares will no longer trade on the New York Stock Exchange, and Emerald will become a private company.

“As AI and digital tools rapidly expand the ways professionals connect and share information, they are simultaneously elevating the value of trusted, in-person gatherings, where industries come together to do business, build relationships, and make consequential decisions,” said Shahid Bosan, Managing Director at Apollo. “Bringing together Emerald and Questex would create a scaled, highly complementary platform that is well positioned to capture that demand. We believe the combined business will benefit from the strength of both organizations’ teams, differentiated content, deep customer relationships, and proven 365-day engagement model, giving the platform a distinct ability to serve its communities year-round and drive sustained growth.”

“We are pleased to have reached this agreement with the Apollo Funds, which delivers compelling and immediate value to Emerald shareholders at a meaningful premium,” said Kosty Gillis, Onex Managing Director and Chairman of the Board of Emerald. “This is the result of a rigorous and comprehensive review of strategic alternatives that commenced last year, and the Board is confident Apollo is the right partner to take Emerald into its next chapter of growth.”

“Over the past several years, we have transformed the portfolio with a clear focus on higher-growth, market-leading brands, building a more diversified mix of events and the strongest portfolio in our history,” said Hervé Sedky, President and Chief Executive Officer of Emerald. “We are grateful to Onex for their partnership and support in building Emerald into what it is today. We believe the acquisition by Apollo Funds and the subsequent combination with Questex will provide the enhanced resources, strategic support, and long-term capital to accelerate our growth and deliver lasting value for our customers, employees, and stakeholders.”

 
1 

The unaffected share price as of December 15, 2025, the trading day prior to Emerald announcing that it is considering strategic alternatives.

Paul Miller, Chief Executive Officer of Questex, said, “We are excited to partner with Apollo and combine with Emerald to accelerate and scale our business model. Questex has built a differentiated experiential platform centered on year-round engagement and high-value customer communities, and we believe this combination creates a compelling opportunity to drive growth through innovation, digital integration, and strategic initiatives.”

The transaction is expected to be completed in the second half of 2026, subject to customary closing conditions and regulatory approvals.

Emerald Board Declares Quarterly Dividend

On May 8, 2026, the Emerald Board of Directors declared a dividend for the quarter ending June 30, 2026, of $0.015 per share, payable on June 1, 2026, to holders of Emerald’s common stock as of May 21, 2026.

Cancellation of Emerald’s First Quarter 2026 Earnings Conference Call

As a result of today’s announcement, Emerald has cancelled its first quarter 2026 earnings conference call and webcast scheduled for 8:30 a.m. Eastern Time today. For further information, please refer to the investor relations section of Emerald’s website at https://investor.emeraldx.com.

Advisors

Goldman Sachs & Co. LLC acted as the exclusive financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to Emerald. Gibson, Dunn & Crutcher LLP acted as legal counsel to Questex. RBC Capital Markets and RAN Advisory acted as lead financial advisors and PJT Partners acted as financial advisor to the Apollo Funds. Sidley Austin LLP acted as legal counsel to the Apollo Funds.

About Emerald

Emerald Holding, Inc. is a leading U.S.-based B2B event organizer, empowering businesses year-round by expanding meaningful connections, developing influential content, and delivering powerful commerce-driven solutions. As the owner and operator of a curated portfolio of B2B events spanning trade shows, conferences, B2C showcases and a scaled Executive Peer Network platform. Emerald also delivers dynamic solutions across leading industries through its robust content and e-commerce marketplace. Emerald is a trusted partner for its thousands of customers, predominantly small and medium-sized businesses, playing a pivotal role in driving ongoing commerce through streamlined buying, selling, and networking opportunities. Powered by an experienced, talented and deeply engaged team, Emerald is fostering impactful engagement and delivering unparalleled market access with a commitment to driving business growth 365 days a year. For more: http://www.emeraldx.com

About Questex

Questex fuels exceptional business connections—where every buyer and seller interaction matters. Through live events enriched with data insights and active year-round digital communities, we deliver measurable results. It happens here.

About Apollo

Apollo is a high-growth, global alternative asset manager. In our asset management business, we seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade credit to private equity. For more than three decades, our investing expertise across our fully integrated platform has served the financial return needs of our clients and provided businesses with innovative capital solutions for growth. Through Athene, our retirement services business, we specialize in helping clients achieve financial security by providing a suite of retirement savings products and acting as a solutions provider to institutions. Our patient, creative, and knowledgeable approach to investing aligns our clients, businesses we invest in, our employees, and the communities we impact, to expand opportunity and achieve positive outcomes. As of March 31, 2026, Apollo had approximately $1.03 trillion of assets under management. To learn more, please visit www.apollo.com.

Cautionary Statement Concerning Forward-Looking Statements Regarding Emerald

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking information may be identified by such terms as “believes”, “expects”, “will”, “may”, and other similar expressions. In particular, the forward-looking information contained in this press release includes statements regarding the proposed transaction described herein, including the proposed timing and steps contemplated in respect of the proposed transaction and approvals with respect thereto. These statements are based on the current expectations of Emerald’s management as of the date hereof, and although they are believed to be reasonable, they are inherently uncertain and not guaranteed. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and other factors outside of Emerald’s control that may cause its business, industry, strategy, financing activities and the ability of the parties to complete the proposed transaction to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Emerald’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings for a discussion of factors that may affect Emerald’s business performance. Emerald 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.

Contacts

For Emerald

Erica Bartsch

EVP, Strategy & Communications

Erica.Bartsch@Emeraldx.com

For Questex

Kate Spellman

Chief Commercial Officer

kspellman@questex.com

For Apollo

Noah Gunn

Global Head of Investor Relations

(212) 822-0540

IR@apollo.com

Joanna Rose

Global Head of Corporate Communications

(212) 822-0491

Communications@apollo.com

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Source: View Original Filing on SEC EDGAR

FAQ

What are Emerald Holding (EEX) stockholders receiving in the Apollo merger?

Emerald stockholders will receive $5.03 in cash per share under the merger agreement. This price reflects a 42.1% premium to Emerald’s unaffected share price and implies an estimated enterprise value of about $1.5 billion for the company.

When is the Emerald (EEX) and Apollo acquisition expected to close?

The transaction is expected to close in the second half of 2026, subject to customary conditions. These include mailing an Information Statement, Hart‑Scott‑Rodino antitrust clearance, other regulatory approvals, and absence of court orders or laws prohibiting completion of the merger.

Will Emerald (EEX) remain publicly traded after the Apollo transaction?

No. Upon completion of the merger, Emerald will become a private company owned by an Apollo-managed parent. Its common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

How has Emerald (EEX) already approved the Apollo merger without a shareholder meeting?

Onex-affiliated majority stockholders holding over 90% of voting power delivered a written consent adopting the merger agreement. Under Delaware law and Emerald’s charter, this written consent fully approves the merger, so no further stockholder vote is required.

What termination fees are included in the Emerald and Apollo merger agreement?

The merger agreement includes reciprocal termination fees of $84,000,000. Emerald must pay a Company Termination Fee in certain superior-offer or failure-to-close scenarios, while Apollo’s parent must pay a Parent Termination Fee if specified breach or antitrust-related conditions occur.

What dividend did Emerald (EEX) declare alongside the merger announcement?

Emerald’s board declared a $0.015 per share quarterly dividend for the quarter ending June 30, 2026. The dividend is payable on June 1, 2026 to stockholders of record as of May 21, 2026, independent of the merger’s eventual closing.

How is Apollo financing its acquisition of Emerald (EEX)?

Apollo-affiliated funds committed $760,000,000 of equity via an equity commitment letter. A group of lenders also committed to provide debt financing, including a $765,000,000 term loan facility, additional delayed draw term loans, and a $175,000,000 revolving credit facility.

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