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 20, 2020 (March 20, 2020)
Emerald Holding, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
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001-38076 |
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42-1775077 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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31910 Del Obispo Street Suite 200 San Juan Capistrano, California |
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92675 |
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(Address of principal executive offices) |
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(Zip Code) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
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EEX |
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New York Stock Exchange |
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 ☒
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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. ☒ |
On March 20, 2020, Emerald Holding, Inc. (the “Company”) issued a press release announcing a dividend policy update due to the coronavirus. The press release is being furnished as Exhibit 99.1 attached hereto and incorporated by reference herein. The information contained under Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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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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Date: March 20, 2020 |
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EMERALD HOLDING, INC. |
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By: |
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/s/ David Gosling |
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David Gosling |
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Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
Emerald Holding, Inc. Announces Temporary Suspension of Quarterly Dividend
SAN JUAN CAPISTRANO, Calif. (March 20, 2020) - Emerald Holding, Inc. (NYSE: EEX) (“Emerald” or the “Company”) today announced that, due to uncertainty from the rapidly evolving impact of COVID-19 on the travel and events industry, Emerald’s Board of Directors has made the decision to temporarily suspend the Company’s regular quarterly cash dividend on its common stock. The Board of Directors will re-assess the dividend suspension throughout the year to determine, in light of facts and circumstances at that time, whether and when to reinstate the dividend.
Brian Field, Interim President and Chief Executive Officer, commented, “Given the changes to our event schedule announced earlier this week and due to the ongoing uncertainty surrounding near-term business conditions, the Board and Emerald management firmly believe preserving liquidity is in the best interest of all stakeholders and is the prudent course of action to maintain flexibility and navigate these unprecedented times. In addition to suspending our dividend, we are also implementing a broad range of initiatives designed to further preserve capital and liquidity, including, but not limited to, cutting costs, putting a temporary freeze on company travel and hiring, and suspending purchases under the Company’s share buyback plan. Taken together, we believe these are the right actions to position Emerald to successfully weather this challenging environment.”
About Emerald
Emerald is a leader in building dynamic, market-driven business-to-business platforms that integrate live events with a broad array of industry insights, digital tools, and data-focused solutions to create uniquely rich experiences. As true partners, we at Emerald strive to build our customers’ businesses by creating opportunities that inspire, amaze, and deliver breakthrough results. With over 140 events each year, our teams are creators and connectors who are thoroughly immersed in the industries we serve and committed to supporting the communities in which we operate.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains certain forward-looking statements, including, but not limited to, statements of the Board’s and management’s beliefs, statements regarding the payment of dividends, the repurchase of shares of Emerald common stock, borrowing capability, cost containment measures, cash preservation and other liquidity measures, and the impact of COVID-19 on the Emerald business. These statements involve risks and uncertainties, including, but not limited to, governmental, business, financial, economic and public health factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.
Contact
Emerald Holding, Inc.
David Doft, 1-866-339-4688 (866EEXINVT)
Chief Financial Officer
Investor.relations@emeraldexpo.com
Source: Emerald Holding, Inc.