Emerald Holding Reports Material Agreement & Security Holder Rights Changes

TL;DR

🚨 **Emerald Holding just filed an 8-K for a new material agreement and changes to shareholder rights!**

AI Summary

Emerald Holding, Inc. filed an 8-K on February 15, 2024, reporting events that occurred on February 13, 2024. The filing indicates the company entered into a material definitive agreement and made material modifications to the rights of its security holders. Specific details regarding the nature of these agreements or modifications, including any dollar amounts, are not provided in the excerpt.

Why It Matters

An 8-K filing for a material definitive agreement or modifications to security holder rights signals significant corporate actions that can impact the company's financial structure, operations, or shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material changes, but without specific details of the agreement or modifications, the exact impact and associated risks cannot be fully assessed.

Key Players & Entities

• Emerald Holding, Inc. (company) — Registrant
• Delaware (state) — State of Incorporation
• February 13, 2024 (date) — Date of earliest event reported
• February 15, 2024 (date) — Filed as of date
• 001-38076 (identifier) — Commission File Number
• 42-1775077 (identifier) — IRS Employer Identification No.
• 0001579214 (identifier) — Central Index Key (CIK)

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share EEX New York Stock Exchan
• $6.16 — on the New York Stock Exchange exceeds $6.16 (175% of the Conversion Price) on each

Filing Documents

• eex-20240213.htm (8-K) — 41KB
• eex-ex3_1.htm (EX-3.1) — 12KB
• 0000950170-24-015966.txt ( ) — 164KB
• eex-20240213.xsd (EX-101.SCH) — 23KB
• eex-20240213_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information included in Item 3.03 below is incorporated into this Item 1.01 by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On February 13, 2024, Emerald Holding, Inc. (the "Company") received from OPV Gem Aggregator LP ("OPV Aggregator") a waiver letter (the "Waiver"), effective for six months from the date thereof, pursuant to which OPV Aggregator waived the requirement that each share of Common Stock of the Company issuable upon conversion of the shares of the Company's Series A Convertible Participating Preferred Stock (the "Convertible Preferred Stock") held by OPV Aggregator be freely tradeable upon any issuance thereof related to a Mandatory Conversion as described below. Pursuant to the Certificate of Designations for the Convertible Preferred Stock, dated June 29, 2020 (the "Certificate of Designations"), the Company has a Mandatory Conversion Right, provided that the Last Reported Sale Price per share of Common Stock on the New York Stock Exchange exceeds $6.16 (175% of the Conversion Price) on each of the previous twenty (20) consecutive Trading Days ending on, and including, the Trading Day immediately before the date on which the Company gives notice of such Mandatory Conversion. The Certificate of Designations further provides that at the time notice of a Mandatory Conversion is given, all shares of Common Stock issuable upon such Mandatory Conversion must be unrestricted and, when issued, be listed and admitted for trading without suspension or material limitation (the "Common Stock Liquidity Conditions"). Because OPV Aggregator and certain of its affiliates may be deemed to "control" the Company for purposes of the Securities Act of 1933, as amended, the Common Stock Liquidity Conditions cannot be satisfied with regard to the shares of Common Stock underlying the shares of Convertible Preferred Stock held by OPV Aggregator absent an effective registration statement covering the resale of such shares. Pursuant to the Waiver, OPV Aggregator has agreed that the Company may cause a Mandatory Conversion without

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Waiver Letter, dated February 13, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EMERALD HOLDING, INC. Date: February 15, 2024 By: /s/ Stacey Sayetta Stacey Sayetta General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR