Onex US Principals LP 4
4 · Emerald Holding, Inc. · Filed Jul 14, 2026
Research Summary
AI-generated summary of this filing
Emerald (EEX) 10% Owner Onex Partners Disposes 184M Shares
What Happened
- Onex Partners Holdings LLC, reported as a 10% owner of Emerald Holding, Inc. (EEX), disposed of 184,049,617 shares of Emerald common stock on July 14, 2026. The disposition was a result of a merger in which Emerald became a wholly‑owned subsidiary of buyer entities controlled by Apollo affiliates. Each share was cancelled and converted into the right to receive $5.03 in cash, for a gross payment of approximately $925.77 million.
Key Details
- Transaction date: 2026-07-14 (disposition to issuer in connection with a merger).
- Per‑share consideration: $5.03 in cash; total ≈ $925,769,573.51.
- Shares disposed: 184,049,617.
- Shares owned after transaction: the reported shares were cancelled/converted into cash as part of the merger (see filing for any remaining holdings).
- Notable footnotes: the disposition occurred pursuant to the Agreement and Plan of Merger dated May 9, 2026; certain treasury, parent-owned, and appraisal-exercised shares were excluded from the conversion. Footnotes also detail the Onex-related entities that held the shares and the ownership/control chain back to Onex Corporation.
- Filing timeliness: filed with the Form 4 dated July 14, 2026 (no late filing indicated).
Context
- This was an institutional disposition tied to a corporate transaction (merger) and not an open‑market sale by an individual officer. The per‑share price was set by the merger agreement; such filings reflect the cash-out of equity rather than a trading signal by company insiders.
Insider Transaction Report
Form 4Exit
Onex Partners Holdings LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4][F5][F6]2026-07-14−184,049,617→ 0 total(indirect: See footnotes)
Footnotes (6)
- [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; and (e) 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]Effective upon completion of the Transaction, each of Mr. Gilis and Mr. Munk has ceased to serve as a director of the Company. Mr. Gilis and Mr. Munk, as directors designated by Onex Corporation, may have been deemed to have been the beneficial owners of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation prior to the Transaction. Neither Mr. Gilis nor Mr. Munk was the record owner of any Common Shares prior to the completion of the Transaction, and each of them disclaims any beneficial ownership of the Common Shares owned of record or beneficially owned by the Reporting Persons managed by or affiliated with Onex Corporation except to the extent of his respective pecuniary interest, if any, therein.