Apollo merger cancels Onex stake in Emerald Holding (NYSE: EEX) at $5.03
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Onex Corporation, Gerald W. Schwartz and affiliated investment entities reported a disposition to Emerald Holding, Inc. of all indirectly held Common Stock in connection with Emerald’s merger with Apollo‑affiliated Emma Buyer, LLC. Two blocks of 184,049,617 and 470,583 shares were cancelled and converted into the right to receive $5.03 per share in cash Merger Consideration, leaving the reporting persons with no remaining Emerald shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
ONEX CORP, SCHWARTZ GERALD W, Onex Partners GP Inc., Onex Partners III GP LP, ONEX PARTNERS III LP, ONEX PARTNERS III PV LP, Onex Partners III Select LP, New PCo II Investments, Ltd., Onex Advisor Subco III LLC, 1597257 Ontario Inc.
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 184,049,617 | -- | -- |
| Disposition | Common Stock | 470,583 | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Indirect, See footnotes)
Footnotes (1)
- Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated May 9, 2026, entered into by Emerald Holding, Inc., a Delaware corporation (the "Company" or "Emerald"), Emma Buyer, LLC, a Delaware limited liability company ("Parent"), and Emma Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on July 14, 2026, Merger Sub merged with and into Emerald, with Emerald surviving the merger and becoming a wholly-owned subsidiary of Parent (such merger, the "Transaction"). Parent and Merger Sub are newly formed holding companies owned by funds managed by affiliates of Apollo Global Management, Inc. ("Apollo"). (Continued from footnote 1) Each share of common stock, par value $0.01 per share, of Emerald (each, a share of "Emerald Common Stock") issued and outstanding immediately prior to the effective time of the Transaction (the "Effective Time"), other than shares of Emerald Common Stock (i) held by Emerald as treasury stock or owned by Parent or Merger Sub (which were cancelled) or any wholly owned subsidiary of Emerald and Parent (other than Merger Sub), or (ii) as to which appraisal rights were properly exercised in accordance with Delaware law (and not validly withdrawn), was cancelled and converted into the right to receive $5.03 per share of Emerald Common Stock in cash (the "Merger Consideration"), without interest. Includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP and 137,461,868 shares of Common Stock held of record by OPV Gem Aggregator LP. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, may be deemed to beneficially own the Common Stock held of record by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation's direct ownership and control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP (b) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (continued) (d) Onex OP V Holdings SARL, through Onex Corporation's ownership of all of the equity of Onex American Holdings Subco LLC, which controls Onex Partners Holdings LLC, which in turn owns all of the outstanding equity of Onex OP V Holdings SARL; (e) Onex Advisor Subco III LLC, through Gerald W. Schwartz's indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC; and (f) OPV Gem Aggregator LP, through Onex Corporation's ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of OPV Gem Aggregator LP. Includes: 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC. Effective from May 11, 2026, Mr. Gerald W. Schwartz no longer may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Onex Corporation. Mr. Schwartz beneficially owns approximately 0.2% of the Common Stock as a result of his indirect ownership of the equity of Onex Advisor Subco III LLC. Based on certain arrangements regarding the shares of Common Stock held by Onex Advisor Subco III LLC and beneficially owned by Mr. Schwartz, the shares of Common Stock beneficially owned by Mr. Schwartz will be voted in the same manner as shares of Common Stock that may be deemed to be beneficially owned by Onex Corporation. Mr. Schwartz and Onex Corporation may therefore be deemed to be a member of a "group" for purposes of Section 13(d)(3) of the Exchange Act. (Continued from footnote 7) Mr. Schwartz disclaims beneficial ownership of the shares of Common Stock that may be deemed to be beneficially owned by Onex Corporation, except to the extent of his pecuniary interest, if any, therein, and Onex Corporation disclaims beneficial ownership of the shares of Common Stock beneficially owned by Mr. Schwartz.
Key Figures
Merger Consideration: $5.03 per share
Shares disposed (Onex funds): 184,049,617 shares
Shares disposed (Onex Advisor Subco III LLC): 470,583 shares
+3 more
6 metrics
Merger Consideration
$5.03 per share
Cash paid per share of Emerald Common Stock at the Effective Time
Shares disposed (Onex funds)
184,049,617 shares
Common Stock held of record by multiple Onex-affiliated entities and cancelled in the merger
Shares disposed (Onex Advisor Subco III LLC)
470,583 shares
Common Stock held of record by Onex Advisor Subco III LLC and cancelled in the merger
Onex Partners III LP holdings
33,135,329 shares
Emerald Common Stock held of record by Onex Partners III LP before cancellation
OPV Gem Aggregator LP holdings
137,461,868 shares
Emerald Common Stock held of record by OPV Gem Aggregator LP before cancellation
Gerald W. Schwartz beneficial stake
approximately 0.2%
Indirect beneficial ownership of Emerald Common Stock prior to merger-related cancellation
Key Terms
Agreement and Plan of Merger, Merger Consideration, Effective Time, appraisal rights, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to that certain Agreement and Plan of Merger, dated May 9, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"converted into the right to receive $5.03 per share of Emerald 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.
Effective Time regulatory
"issued and outstanding immediately prior to the effective time of the Transaction (the "Effective Time")"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
appraisal rights regulatory
"shares ... as to which appraisal rights were properly exercised in accordance with Delaware law"
A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.
beneficial ownership financial
"may be deemed to beneficially own the Common Stock held of record by these entities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
Who acquired Emerald Holding (EEX) in the transaction involving Onex and Apollo?
Emma Buyer, LLC, a holding company owned by funds managed by affiliates of Apollo Global Management, Inc., became the ultimate owner. Its subsidiary Emma Merger Sub, Inc. merged with Emerald, leaving Emerald as a wholly-owned subsidiary of Emma Buyer after the transaction.
Does Gerald W. Schwartz still beneficially own Emerald Holding (EEX) stock after the merger?
Following cancellation of 470,583 shares held by Onex Advisor Subco III LLC for $5.03 per share, Mr. Schwartz no longer beneficially owns Emerald Common Stock. Before this, he beneficially owned approximately 0.2% of the Common Stock through his indirect ownership of that entity.