ONEX CORP 4
4 · Emerald Holding, Inc. · Filed Jul 14, 2026
Research Summary
AI-generated summary of this filing
Emerald (EEX) 10% Owner ONEX Corp Disposes 184.52M Shares
What Happened
- ONEX Corporation (reported as a 10% owner) disposed of 184,049,617 and 470,583 shares of Emerald Holding, Inc. (total 184,520,200 shares) on July 14, 2026. The shares were cancelled and converted into cash as part of the merger of Emerald into a buyer controlled by Apollo affiliates. Under the merger terms, each Emerald share was paid $5.03 in cash, implying roughly $928.14 million received by ONEX (184,520,200 × $5.03). This was a disposition to the issuer in connection with a takeover, not an open‑market sale.
Key Details
- Transaction date: 2026-07-14. Transaction code: D (Disposition to issuer) in connection with the merger.
- Price / consideration: $5.03 per share in cash (merger consideration); estimated total ≈ $928.14M.
- Shares disposed: 184,049,617 and 470,583 (total 184,520,200).
- Shares owned after transaction: the reported shares were cancelled/converted under the merger; ONEX no longer holds those Emerald common shares except for any shares subject to valid appraisal rights or other narrow exceptions.
- Notable footnotes: transaction occurred pursuant to the Agreement and Plan of Merger (May 9, 2026). ONEX’s reported holdings were held through several affiliated entities (see filing footnotes for the ownership breakdown). Separate Form 4s were filed by related ONEX entities per the filing remarks.
- Filing timeliness: reported on 2026-07-14 (same date as transaction), not indicated as late.
Context
- This is an institutional disposition tied to a corporate merger—a liquidity/exit event—rather than a manager or director selling on market. For retail investors, merger conversions are routine corporate events and do not necessarily reflect insider sentiment about Emerald’s future operations. Some shares may have been excluded if appraisal rights were exercised; check company merger documents for those details.
Insider Transaction Report
Form 4Exit
ONEX CORP
10% Owner
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4][F5]2026-07-14−184,049,617→ 0 total(indirect: See footnotes) - Disposition to Issuer
Common Stock
[F1][F2][F6][F4][F5][F7][F8]2026-07-14−470,583→ 0 total(indirect: See footnotes)
Footnotes (8)
- [F1]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").
- [F2](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.
- [F3]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.
- [F4]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,
- [F5](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.
- [F6]Includes: 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC.
- [F7]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.
- [F8](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.