0001140361-18-012701.txt : 20180309 0001140361-18-012701.hdr.sgml : 20180309 20180308201347 ACCESSION NUMBER: 0001140361-18-012701 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180308 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180309 DATE AS OF CHANGE: 20180308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Emerald Expositions Events, Inc. CENTRAL INDEX KEY: 0001579214 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 421775077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38076 FILM NUMBER: 18678244 BUSINESS ADDRESS: STREET 1: 31910 DEL OBISPO STREET STREET 2: SUITE 200 CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92675 BUSINESS PHONE: 949-226-5789 MAIL ADDRESS: STREET 1: 31910 DEL OBISPO STREET STREET 2: SUITE 200 CITY: SAN JUAN CAPISTRANO STATE: CA ZIP: 92675 FORMER COMPANY: FORMER CONFORMED NAME: Expo Event Holdco, Inc. DATE OF NAME CHANGE: 20130613 8-K 1 s001925x6_8-k.htm 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2018

Emerald Expositions Events, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-38076
42-1775077
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

31910 Del Obispo Street
Suite 200
San Juan Capistrano, California
92675
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (949) 226-5700



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 (See General Instruction A.2 below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

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 8, 2018, Emerald Expositions Events, Inc. (the “Company”) announced the pricing of a public offering of 6,000,000 shares of its common stock (the “Offering”) held by investment funds managed by Onex Partners Manager LP and its affiliates (collectively, the “Selling Stockholders”) at a public offering price of $18.50 per share. The Selling Stockholders granted the underwriters of the Offering a 30-day option to purchase up to an additional 900,000 shares of common stock. The offering is expected to close on March 13, 2018, subject to the satisfaction of customary closing conditions.

The Company is not offering any shares of common stock in the Offering and will not receive any proceeds from the sale of shares in the Offering.

A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
   
Press Release issued by Emerald Expositions Events, Inc. dated March 8, 2018.

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.

       
       
Date: March 8, 2018
    
EMERALD EXPOSITIONS EVENTS, INC.
     
   
By:
  /s/ David Gosling
     
David Gosling
     
Senior Vice President, General Counsel and Secretary

EX-99.1 2 s001925x6_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

Emerald Expositions Events, Inc. Announces Pricing of Secondary Offering of Common Stock

San Juan Capistrano, Calif. – March 8, 2018 -- (BUSINESS WIRE) – Emerald Expositions Events, Inc. (NYSE:EEX) today announced the pricing of a public offering of 6,000,000 shares of its common stock by investment funds managed by Onex Partners Manager LP and its affiliates (collectively, the “Selling Stockholders”) at a public offering price of $18.50 per share. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to 900,000 additional shares of common stock. The offering is expected to close on March 13, 2018, subject to the satisfaction of customary closing conditions.

The company is not selling any shares in this offering and will not receive any proceeds from the sale of shares by the Selling Stockholders in this offering.

BofA Merrill Lynch, Barclays and Goldman Sachs & Co. LLC are acting as joint book-running managers in the offering and representatives of the underwriters; Citigroup, Credit Suisse, Deutsche Bank Securities and RBC Capital Markets are also acting as joint book-running managers; and Baird is acting as co-manager.

The offering of these securities is being made only by means of a prospectus. Copies of the final prospectus may be obtained, when available, from: BofA Merrill Lynch, NC1-004-03-43, 200 North College St., Third Floor, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department, or by email at dg.prospectus_requests@baml.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email: barclaysprospectus@broadridge.com; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectusgroup-ny@ny.email.gs.com.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on March 8, 2018. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Emerald Expositions
Emerald is a leading operator of business-to-business trade shows in the United States. We currently operate more than 55 trade shows, as well as numerous other face-to-face events. In 2017, Emerald’s events connected over 500,000 global attendees and exhibitors and occupied more than 6.9 million net square feet of exhibition space.

Contacts:
Emerald Expositions Events, Inc.
Philip Evans, 1-866-339-4688 (866EEXINVT)
Chief Financial Officer
investor.relations@emeraldexpo.com
Source: Emerald Expositions Events, Inc.