Short answer
Emerald Holding, Inc. (EEX) filed an 8-K current report with the SEC on May 11, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 5.07 (Submission of Matters to a Vote of Security Holders), Item 8.01 (Other Events). Apollo-affiliated funds agreed to acquire Emerald Holding for $5.03 per share in cash, taking the company private.
Emerald Holding, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Apollo-affiliated funds agreed to acquire Emerald Holding for $5.03 per share in cash, taking the company private
- Onex-affiliated holders controlling over 90% of voting power approved the merger, materially reducing shareholder approval risk
- Closing requires 20-day information-statement period and antitrust clearances, with a September 9, 2026 termination date
- $84 million termination fees apply to specified deal failures, including competing transactions, recommendation changes, or buyer default
- Financing commitments include $760 million equity and $1.24 billion debt facilities, supporting purchase consideration and refinancing needs
Item 5.07 · Submission of Matters to a Vote of Security Holders
- Majority stockholders holding over 90% approved the merger through written consent on May 9, 2026
- No further stockholder vote required, accelerating merger approval and execution
- Company must file and mail an SEC Information Statement to stockholders
- Merger remains subject to transaction completion and related closing conditions
Item 8.01 · Other Events
- Quarterly dividend of $0.015 per share declared for June 30, 2026 quarter
- Dividend payable June 1, 2026 to shareholders of record May 21, 2026
- Apollo and Emerald announced a merger agreement, signaling a potential change in ownership and corporate strategy
- Merger details contained in Exhibit 99.1, requiring review for consideration, timing, and closing conditions
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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