UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On March 12, 2024, the Board of Directors (the “Board”) of Emerald Holding, Inc., a Delaware corporation (the “Company”) established a record date of the close of business on March 26, 2024 (the “Record Date”) for the payment of the regular accreting dividend (the “Preferred Stock Dividend”) on the Company’s Series A Convertible Participating Preferred Stock (the “Series A Preferred Stock”) for the three-month period ending March 31, 2024.
The Board has declared a Preferred Stock Dividend on each share of Series A Preferred Stock outstanding on the Record Date in an amount of $0.120727177209119 per share of Series A Preferred Stock, or approximately $8.6 million in the aggregate. The Preferred Stock Dividend will be payable in cash to such holders of record as of the Record Date on or as promptly as practicable following March 31, 2024.
In accordance with the Certificate of Designations for the Series A Preferred Stock, the members of the Board who are (i) not employees of the Company and (ii) unaffiliated with, and otherwise independent of, the Onex Partners V Stockholders (as such term is defined in the Certificate of Designations for the Series A Preferred Stock) approved the Company’s election to pay the Preferred Stock Dividend in cash.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
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EMERALD HOLDING, INC. |
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Date: |
March 15, 2024 |
By: |
/s/ David Doft |
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David Doft |
Document And Entity Information |
Mar. 12, 2024 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 12, 2024 |
| Entity Registrant Name | Emerald Holding, Inc. |
| Entity Central Index Key | 0001579214 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-38076 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 42-1775077 |
| Entity Address, Address Line One | 100 Broadway, 14th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10005 |
| City Area Code | (949) |
| Local Phone Number | 226-5700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 per share |
| Trading Symbol | EEX |
| Security Exchange Name | NYSE |