Emerald Holding, Inc. (NYSE: EEX) (“Emerald” or the “Company”) today announced the results of its previously announced offering of non-transferable rights (the “rights offering”) to purchase shares of its 7% Series A Convertible Participating Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”). The subscription period expired at 5:00 p.m., New York City time, on July 22, 2020.
Based on preliminary results received from Computershare Trust Company, N.A., the subscription agent for the rights offering, stockholders exercised subscription rights to purchase 1,727,427 shares of Series A Preferred Stock at a subscription price of $5.60 per share (the “subscription price”). The Company expects to close the Rights Offering on or about July 24, 2020.
Pursuant to the previously announced investment agreement dated as of June 10, 2020 by and between the Company and Onex Partners V LP, OPV Gem Aggregator LP (in its capacity as assignee of Onex Partners V LP) has agreed to purchase from the Company all shares of Series A Preferred Stock not subscribed for in the rights offering by common stockholders other than certain investment funds managed by an affiliate of Onex Corporation that are currently holders of the Company’s outstanding common stock (such funds, collectively, and together with Onex Partners V LP and OPV Gem Aggregator LP, “Onex”), which, based on the preliminary results, equals 22,660,587 shares of Series A Preferred Stock, at a price per share equal to the subscription price (the “backstop commitment”). After giving effect to the backstop commitment and taking into account its and its affiliates existing ownership of our common stock and Series A Preferred Stock, Onex’s pro forma ownership of our common stock, on an as-converted basis, will be 85.3%. The closing of the backstop commitment is expected to occur on or prior to the 20th business day following today’s date.
Emerald expects to use the aggregate proceeds from the private placement, rights offering and backstop commitment to repay outstanding debt under its revolving credit facility and for general corporate purposes, including organic and acquisition growth initiatives.
Emerald is a leader in building dynamic, market-driven business-to-business platforms that integrate live events with a broad array of industry insights, digital tools, and data-focused solutions to create uniquely rich experiences. As true partners, we at Emerald strive to build our customers’ businesses by creating opportunities that inspire, amaze, and deliver breakthrough results. With over 140 events each year, our teams are creators and connectors who are thoroughly immersed in the industries we serve and committed to supporting the communities in which we operate.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains certain forward-looking statements. These statements involve risks and uncertainties, including, but not limited to, the closing of the rights offering and the backstop commitment and governmental, economic and public health factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results 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. In particular, the Company is subject to risks associated with, but not limited to, the impact of coronavirus/ COVID-19 on Emerald’s business, the Company’s ability to recover proceeds under its current event cancellation insurance policy and the timing and amount of any such recoveries, its managing of its business to reduce expenses, preserve cash and strengthen its liquidity position, and the positioning of Emerald to successfully weather the dislocation that it is experiencing due to COVID-19. 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.