Onex Corp Amends Stake in Emerald Holding, Inc.

TL;DR

**Onex Corp just updated its ownership filing for Emerald Holding, Inc. on Feb 15, 2024.**

AI Summary

On February 15, 2024, ONEX CORP and its affiliated group members, including Gerald W. Schwartz, filed an SC 13D/A amendment concerning their beneficial ownership in Emerald Holding, Inc. This filing updates previous disclosures by the Onex group, which acts as a significant shareholder in the business services company. The specific changes in ownership percentages or transaction details are not provided in the header information.

Why It Matters

Filings by major shareholders like Onex Corp can signal changes in their investment strategy or influence over a company, potentially impacting investor sentiment and stock performance. This amendment updates the public record on their position in Emerald Holding, Inc.

Risk Assessment

Risk Level: low — An SC 13D/A filing is a routine update by a major shareholder and does not inherently indicate high risk without specific details of a significant change in ownership or intent.

Key Numbers

• 20240215 — Filing Date (Date the SC 13D/A was filed with the SEC.)

Key Players & Entities

• Emerald Holding, Inc. (company) — Subject Company
• ONEX CORP (company) — Filing Party
• Gerald W. Schwartz (person) — Group Member
• 1597257 ONTARIO INC. (company) — Group Member
• NEW PCO II INVESTMENTS LTD. (company) — Group Member
• ONEX ADVISOR SUBCO III LLC (company) — Group Member
• ONEX AMERICAN HOLDINGS GP LLC (company) — Group Member
• ONEX AMERICAN HOLDINGS II LLC (company) — Group Member
• ONEX OP V HOLDINGS SARL (company) — Group Member
• ONEX PARTNERS CANADIAN GP INC. (company) — Group Member

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $6.16 — on the New York Stock Exchange exceeds $6.16 (175% of the Conversion Price) on each

Filing Documents

• formsc13da.htm (SC 13D/A) — 96KB
• 0001493152-24-006891.txt ( ) — 99KB

Purpose

Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Waiver of Liquidity Conditions On February 13, 2024, Gem Aggregator delivered a waiver letter (the “Waiver”) to the Issuer, effective for six months from the date thereof, pursuant to which Gem Aggregator waived the requirement that each share of Common Stock issuable upon conversion of the shares of the Series A Preferred Stock held by Gem Aggregator be freely tradeable upon any issuance thereof related to a Mandatory Conversion (as described below). Capitalized terms used is this subsection without definition shall have the meaning set forth in the Certificate of Designations for the Series A Preferred Stock, dated June 29, 2020 (the “Certificate of Designations”). Pursuant to the Certificate of Designations, the Issuer 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 Issuer 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 Gem Aggregator and certain of its affiliates may be deemed to “control” the Issuer 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 Series A Preferred Stock held by Gem Aggregator absent an effective registration statement covering the resale of such shares.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : February 15, 2024 ONEX CORPORATION By: /s/ David Copeland Name: David Copeland Title: Managing Director – Tax By: /s/ Chris Govan Gerald W. Schwartz, by Chris Govan, attorney-in-fact pursuant to a power of attorney incorporated herein by reference from the Schedule 13G/A with respect to Fly Leasing Limited filed by Mr. Schwartz and other reporting persons on April 3, 2017 ONEX PARTNERS GP INC. By: /s/ Joshua Hausman Name: Joshua Hausman Title: Vice President ONEX PARTNERS III GP LP By: Onex Partners GP Inc., its General Partner By: /s/ Joshua Hausman Name: Joshua Hausman Title: Vice President ONEX PARTNERS III LP By: Onex Partners III GP LP, its General Partner By: Onex Partners GP Inc., its General Partner By: /s/ Joshua Hausman Name: Joshua Hausman Title: Vice President CUSIP No. 29103W104 13D Page 3 of 5 Pages ONEX PARTNERS III PV LP By: Onex Partners III GP LP, its General Partner By: Onex Partners GP Inc., its General Partner By: /s/ Joshua Hausman Name: Joshua Hausman Title: Vice President ONEX PARTNERS III SELECT LP By: Onex Partners III GP LP, its General Partner By: Onex Partners GP Inc., its General Partner By: /s/ Joshua Hausman Name: Joshua Hausman Title: Vice President ONEX AMERICAN HOLDINGS II LLC By: /s/ Joshua Hausman Name: Joshua Hausman Title: Director ONEX AMERICAN HOLDINGS GP LLC By: /s/ Joshua Hausman Name: Joshua Hausman Title: Director ONEX US PRINCIPALS LP By: Onex American Holdings GP LLC, its General Partner By: /s/ Joshua Hausman Name: Joshua Hausman Title: Director ONEX PRIVATE EQUITY HOLDINGS LLC By: /s/ Joshua Hausman Name: Joshua Hausman Title: Director CUSIP No. 29103W104 13D Page 4 of 5 Pages ONEX PARTNERS HOLDINGS

View Full Filing

View this SC 13D/A filing on SEC EDGAR