Emerald Holding, Inc. 8-K

What Happened Emerald Holding, Inc. (EEX) announced on May 9, 2026 that it entered into an Agreement and Plan of Merger to be acquired by Emma Buyer, LLC and Emma Merger Sub (entities controlled by funds managed by affiliates of Apollo Global Management). Under the Merger Agreement each outstanding share of Emerald common stock (except certain excluded shares) will be converted into the right to receive $5.03 in cash. The Company’s board unanimously approved the deal and Onex-affiliated majority stockholders holding over 90% of the voting power delivered written consent the same day, so no additional stockholder vote is required.

Key Details

• Merger consideration: $5.03 per share in cash to stockholders (no interest).
• Stockholder approval: Written Consent delivered May 9, 2026 by Majority Stockholders (Onex affiliates) holding >90% voting power; no further shareholder vote required.
• Equity awards: Outstanding options/RSUs/PS awards will generally be cashed out at closing — in-the-money options receive (5.03 − exercise price) × shares; options with exercise price ≥ $5.03 and unearned performance awards are cancelled for no consideration.
• Closing conditions & timing: Requires filing and mailing of an Information Statement (Rule 14c‑2) with a 20‑day lapse, HSR clearance and other customary antitrust approvals, and absence of prohibiting orders; target Termination Date is Sept 9, 2026 (subject to limited extensions).
• Break/termination fees: Either side may owe an $84,000,000 termination fee in certain circumstances (detailed in the agreement).
• Financing: Apollo-managed funds committed $760M equity; lenders committed debt facilities including a $765M initial term loan, delayed draws of $200M and $100M, and a $175M revolver (subject to documentation and conditions).
• Other: If the Merger closes Emerald common stock will be delisted from the NYSE and deregistered under the Exchange Act. The Board declared a quarterly dividend of $0.015 per share payable June 1, 2026 (record date May 21, 2026).

Why It Matters This is a definitive cash sale that will take Emerald private at $5.03 per share if closing conditions are satisfied. For public shareholders, the written consent by holders of over 90% of voting power means the transaction was approved without a full shareholder vote; eligible public holders will receive cash for their shares if the deal closes. The agreement includes customary regulatory and financing conditions and significant termination fees, which can affect the likelihood and timing of closing — investors should watch the Information Statement mailing, antitrust clearances (HSR and other jurisdictions), and updates on financing and closing conditions.