Filing Details
- Accession Number:
- 0001493152-24-000088
- Form Type:
- 13D Filing
- Publication Date:
- 2024-01-01 19:00:00
- Filed By:
- Onex Corp
- Company:
- Emerald Holding Inc. (NYSE:EEX)
- Filing Date:
- 2024-01-02
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Onex Corporation | 0 | 228,101,417 | 0 | 228,101,417 | 228,101,417 | 93.5% |
Gerald W. Schwartz | 0 | 228,572,000 | 0 | 228,572,000 | 228,572,000 | 93.7% |
Onex Partners GP Inc | 0 | 35,039,404 | 0 | 35,039,404 | 35,039,404 | 14.4% |
Onex Partners III GP | 0 | 35,039,404 | 0 | 35,039,404 | 35,039,404 | 14.4% |
Onex Partners III | 0 | 33,135,329 | 0 | 33,135,329 | 33,135,329 | 13.6% |
Onex Partners III PV | 0 | 420,116 | 0 | 420,116 | 420,116 | 0.2% |
Onex Partners III Select | 0 | 106,562 | 0 | 106,562 | 106,562 | Less than 0.1% |
Onex American Holdings II | 0 | 423,159 | 0 | 423,159 | 423,159 | 0.2% |
Onex American Holdings GP | 0 | 423,159 | 0 | 423,159 | 423,159 | 0.2% |
Onex US Principals | 0 | 423,159 | 0 | 423,159 | 423,159 | 0.2% |
Onex Private Equity Holdings | 0 | 11,125,186 | 0 | 11,125,186 | 11,125,186 | 4.6% |
Onex Partners Holdings | 0 | 11,125,186 | 0 | 11,125,186 | 11,125,186 | 4.6% |
Onex OP V Holdings SARL | 0 | 11,125,186 | 0 | 11,125,186 | 11,125,186 | 4.6% |
Onex Expo SARL | 0 | 0 | 0 | 0 | 0 | 0.0% |
1597 | 0 | 470,583 | 0 | 470,583 | 470,583 | 0.2% |
New PCo II Investments Ltd | 0 | 470,583 | 0 | 470,583 | 470,583 | 0.2% |
Onex Advisor Subco | 0 | 0 | 0 | 0 | 0 | 0.0% |
Onex Advisor Subco III | 0 | 470,583 | 0 | 470,583 | 470,583 | 0.2% |
Onex Partners Canadian GP Inc | 0 | 181,043,085 | 0 | 181,043,085 | 181,043,085 | 74.2% |
Onex Partners V GP Limited | 0 | 181,043,085 | 0 | 181,043,085 | 181,043,085 | 74.2% |
OPV Gem Aggregator | 0 | 181,043,085 | 0 | 181,043,085 | 181,043,085 | 74.2% |
Onex American Holdings Subco | 0 | 0 | 0 | 0 | 0 | 0.0% |
OAH Wind | 0 | 0 | 0 | 0 | 0 | 0.0% |
Expo EI | 0 | 0 | 0 | 0 | 0 | 0.0% |
Expo EI II | 0 | 0 | 0 | 0 | 0 | 0.0% |
Expo EI III | 0 | 0 | 0 | 0 | 0 | 0.0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Emerald Holding, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
29103W104
(CUSIP Number)
Onex Corporation
Attn: Colin Sam
161 Bay Street P.O. Box 700
Toronto, ON, Canada M5J 2S1
+1 (416) 362-7711
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 21, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 29103W104 | 13D | Page 1 of 32 Pages |
1 | Names of Reporting Persons
Onex Corporation | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
228,101,417 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
228,101,417 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,101,417 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
93.5% |
14 | Type of Reporting Person
CO |
CUSIP No. 29103W104 | 13D | Page 2 of 32 Pages |
1 | Names of Reporting Persons
Gerald W. Schwartz | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
228,572,000 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
228,572,000 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
228,572,000 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
93.7% |
14 | Type of Reporting Person
IN |
CUSIP No. 29103W104 | 13D | Page 3 of 32 Pages |
1 | Names of Reporting Persons
Onex Partners GP Inc. | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
35,039,404 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
35,039,404 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
35,039,404 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
14.4% |
14 | Type of Reporting Person
CO |
CUSIP No. 29103W104 | 13D | Page 4 of 32 Pages |
1 | Names of Reporting Persons
Onex Partners III GP LP | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
35,039,404 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
35,039,404 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
35,039,404 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
14.4% |
14 | Type of Reporting Person
PN |
CUSIP No. 29103W104 | 13D | Page 5 of 32 Pages |
1 | Names of Reporting Persons
Onex Partners III LP | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
33,135,329 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
33,135,329 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,135,329 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
13.6% |
14 | Type of Reporting Person
PN |
CUSIP No. 29103W104 | 13D | Page 6 of 32 Pages |
1 | Names of Reporting Persons
Onex Partners III PV LP | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
420,116 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
420,116 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
420,116 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.2% |
14 | Type of Reporting Person
PN |
CUSIP No. 29103W104 | 13D | Page 7 of 32 Pages |
1 | Names of Reporting Persons
Onex Partners III Select LP | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
106,562 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
106,562 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
106,562 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
Less than 0.1% |
14 | Type of Reporting Person
PN |
CUSIP No. 29103W104 | 13D | Page 8 of 32 Pages |
1 | Names of Reporting Persons
Onex American Holdings II LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
423,159 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
423,159 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
423,159 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.2% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 9 of 32 Pages |
1 | Names of Reporting Persons
Onex American Holdings GP LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
423,159 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
423,159 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
423,159 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.2% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 10 of 32 Pages |
1 | Names of Reporting Persons
Onex US Principals LP | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
423,159 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
423,159 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
423,159 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.2% |
14 | Type of Reporting Person
PN |
CUSIP No. 29103W104 | 13D | Page 11 of 32 Pages |
1 | Names of Reporting Persons
Onex Private Equity Holdings LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
11,125,186 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
11,125,186 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,125,186 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
4.6% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 12 of 32 Pages |
1 | Names of Reporting Persons
Onex Partners Holdings LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
11,125,186 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
11,125,186 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,125,186 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
4.6% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 13 of 32 Pages |
1 | Names of Reporting Persons
Onex OP V Holdings SARL | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
11,125,186 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
11,125,186 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,125,186 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
4.6% |
14 | Type of Reporting Person
CO |
CUSIP No. 29103W104 | 13D | Page 14 of 32 Pages |
1 | Names of Reporting Persons
Onex Expo SARL | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
0 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
0 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.0% |
14 | Type of Reporting Person
CO |
CUSIP No. 29103W104 | 13D | Page 15 of 32 Pages |
1 | Names of Reporting Persons
1597257 Ontario Inc. | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
470,583 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
470,583 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
470,583 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.2% |
14 | Type of Reporting Person
CO |
CUSIP No. 29103W104 | 13D | Page 16 of 32 Pages |
1 | Names of Reporting Persons
New PCo II Investments Ltd. | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
470,583 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
470,583 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
470,583 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.2% |
14 | Type of Reporting Person
OO (Limited Company) |
CUSIP No. 29103W104 | 13D | Page 17 of 32 Pages |
1 | Names of Reporting Persons
Onex Advisor Subco LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
0 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
0 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.0% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 18 of 32 Pages |
1 | Names of Reporting Persons
Onex Advisor Subco III LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
470,583 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
470,583 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
470,583 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.2% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 19 of 32 Pages |
1 | Names of Reporting Persons
Onex Partners Canadian GP Inc. | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
181,043,085 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
181,043,085 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
181,043,085 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
74.2% |
14 | Type of Reporting Person
CO |
CUSIP No. 29103W104 | 13D | Page 20 of 32 Pages |
1 | Names of Reporting Persons
Onex Partners V GP Limited | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
181,043,085 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
181,043,085 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
181,043,085 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
74.2% |
14 | Type of Reporting Person
CO |
CUSIP No. 29103W104 | 13D | Page 21 of 32 Pages |
1 | Names of Reporting Persons
OPV Gem Aggregator LP | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
181,043,085 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
181,043,085 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
181,043,085 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
74.2% |
14 | Type of Reporting Person
PN |
CUSIP No. 29103W104 | 13D | Page 22 of 32 Pages |
1 | Names of Reporting Persons
Onex American Holdings Subco LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
0 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
0 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.0% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 23 of 32 Pages |
1 | Names of Reporting Persons
OAH Wind LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
0 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
0 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.0% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 24 of 32 Pages |
1 | Names of Reporting Persons
Expo EI LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
0 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
0 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.0% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 25 of 32 Pages |
1 | Names of Reporting Persons
Expo EI II LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
0 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
0 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.0% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 26 of 32 Pages |
1 | Names of Reporting Persons
Expo EI III LLC | |
2 | Check the Appropriate Box if a Member of a Group | (a) [ ] (b) [ ] |
3 | SEC Use Only
| |
4 | Source of Funds (See Instructions)
OO | |
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
| |
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
8 | Shared Voting Power
0 | |
9 | Sole Dispositive Power
0 | |
10 | Shared Dispositive Power
0 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
|
13 | Percent of Class Represented by Amount in Row (11)
0.0% |
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 29103W104 | 13D | Page 27 of 32 Pages |
Explanatory Note
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 29, 2020 (the “Schedule 13D”), relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Emerald Holding, Inc., a Delaware corporation (the “Issuer”), beneficially owned by the Reporting Persons. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
The list of Reporting Persons is amended with (i) the addition of Onex Partners Holdings LLC, which is organized under the laws of Delaware, and Onex OP V Holdings SARL, which is organized under the laws of Luxembourg; and (ii) the removal of Onex Expo SARL, Onex American Holdings Subco LLC, OAH Wind LLC, Expo EI LLC, Expo EI II LLC, Expo EI III LLC, Onex Partners Manager GP ULC, Onex Partners Manager LP and Onex Advisor Subco LLC.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
As a result of internal restructurings on December 21, 2023, Onex Expo SARL was dissolved. The Common Stock previously held of record by Onex Expo SARL is now held of record by Onex OP V Holdings SARL.
CUSIP No. 29103W104 | 13D | Page 28 of 32 Pages |
Item 5. | Interest in Securities of the Issuer. |
Item 5(a) – (b) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 243,935,508 shares of Common Stock outstanding, which includes 62,892,423 shares of Common Stock outstanding as of November 2, 2023 and 181,043,085 shares of Common Stock issuable upon conversion of 69,718,919 shares of Series A Preferred Stock held of record by Gem Aggregator.
Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||
Onex Corporation | 227,630,834 | 93.3% | 0 | 227,630,834 | 0 | 227,630,834 | ||||||
Gerald W. Schwartz | 228,101,417 | 93.5% | 0 | 228,101,417 | 0 | 228,101,417 | ||||||
Onex Partners GP Inc. | 35,039,404 | 14.4% | 0 | 35,039,404 | 0 | 35,039,404 | ||||||
Onex Partners III GP LP | 35,039,404 | 14.4% | 0 | 35,039,404 | 0 | 35,039,404 | ||||||
Onex Partners III LP | 33,135,329 | 13.6% | 0 | 33,135,329 | 0 | 33,135,329 | ||||||
Onex Partners III PV LP | 420,116 | 0.2% | 0 | 420,116 | 0 | 420,116 | ||||||
Onex Partners III Select LP | 106,562 | 0.0% | 0 | 106,562 | 0 | 106,562 | ||||||
Onex American Holdings II LLC | 423,159 | 0.2% | 0 | 423,159 | 0 | 423,159 | ||||||
Onex American Holdings GP LLC | 423,159 | 0.2% | 0 | 423,159 | 0 | 423,159 | ||||||
Onex US Principals LP | 423,159 | 0.2% | 0 | 423,159 | 0 | 423,159 | ||||||
Onex Private Equity Holdings LLC | 11,125,186 | 4.6% | 0 | 11,125,186 | 0 | 11,125,186 | ||||||
Onex Partners Holdings LLC | 11,125,186 | 4.6% | 0 | 11,125,186 | 0 | 11,125,186 | ||||||
Onex OP V Holdings SARL | 11,125,186 | 4.6% | 0 | 11,125,186 | 0 | 11,125,186 | ||||||
Onex Expo SARL | 0 | 0.0% | 0 | 0 | 0 | 0 | ||||||
1597257 Ontario Inc. | 470,583 | 0.2% | 0 | 470,583 | 0 | 470,583 | ||||||
New PCo II Investments Ltd. | 470,583 | 0.2% | 0 | 470,583 | 0 | 470,583 | ||||||
Onex Advisor Subco LLC | 0 | 0.0% | 0 | 0 | 0 | 0 | ||||||
Onex Advisor Subco III LLC | 470,583 | 0.2% | 0 | 470,583 | 0 | 470,583 | ||||||
Onex Partners Canadian GP Inc. | 181,043,085 | 74.2% | 0 | 181,043,085 | 0 | 181,043,085 | ||||||
Onex Partners V GP Limited | 181,043,085 | 74.2% | 0 | 181,043,085 | 0 | 181,043,085 | ||||||
OPV Gem Aggregator LP | 181,043,085 | 74.2% | 0 | 181,043,085 | 0 | 181,043,085 | ||||||
Onex American Holdings Subco LLC | 0 | 0.0% | 0 | 0 | 0 | 0 | ||||||
OAH Wind LLC | 0 | 0.0% | 0 | 0 | 0 | 0 | ||||||
Expo EI LLC | 0 | 0.0% | 0 | 0 | 0 | 0 | ||||||
Expo EI II LLC | 0 | 0.0% | 0 | 0 | 0 | 0 | ||||||
Expo EI III LLC | 0 | 0.0% | 0 | 0 | 0 | 0 |
CUSIP No. 29103W104 | 13D | Page 29 of 32 Pages |
The securities reported in the table above includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP and (vii) 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC. The securities reported in the table above also includes 181,043,085 shares of Common Stock issuable upon conversion of 69,718,919 shares of Series A Preferred Stock held of record by Gem Aggregator.
Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the Common Stock held by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation’s indirect ownership or control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP, (b) Onex Partners III GP LP, through Onex Corporation’s ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation’s ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (d) Onex OP V Holdings SARL, through Onex Corporation’s ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex Partners Holdings LLC, which owns all of the equity of Onex OP V Holdings SARL, and (e) Gem Aggregator, through Onex Corporation’s ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of Gem Aggregator.
In addition, Mr. Gerald W. Schwartz may be deemed to beneficially own the shares of Common Stock held of record by Onex Advisor Subco III LLC, through Mr. Schwartz’s indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC.
Mr. Gerald W. Schwartz, the Chairman and Founder of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the Common Stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims any such beneficial ownership.
Item 5(c) – (d) of the Schedule 13D is hereby amended and supplemented by inserting the following information:
(c) | Except as described in Item 4, during the past sixty days none of the Reporting Persons has effected any transactions in the Common Stock. |
(d) | None. |
(e) | On December 21, 2023, Onex Expo SARL, ceased to be the beneficial owner of more than five percent of the Common Stock. On November 30, 2020, each of Onex American Holdings Subco LLC, OAH Wind LLC, Expo EI LLC, Expo EI II LLC, and Expo EI III LLC ceased to be the beneficial owner of more than five percent of the Common Stock. On August 26, 2019, Onex Advisor Subco LLC ceased to be the beneficial owner of more than five percent of the Common Stock. |
Item 7. | Materials to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended as follows:
Exhibit Number | Description | ||
1 | Joint Filing Agreement. |
CUSIP No. 29103W104 | 13D | Page 30 of 32 Pages |
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: January 2, 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 31 of 32 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 32 of 32 Pages |
ONEX PARTNERS HOLDINGS LLC | ||
By: Onex Private Equity Holdings LLC | ||
By: | /s/ Joshua Hausman | |
Name: | Joshua Hausman | |
Title: | Director | |
ONEX OP V HOLDINGS SARL | ||
By: | /s/ Joshua Hausman | |
Name: | Joshua Hausman | |
Title: | Type A Manager | |
By: | /s/ Sascha Groll | |
Name: | Sascha Groll | |
Title: | Type B Manager | |
1597257 ONTARIO INC. | ||
By: | /s/ Michelle Iskander | |
Name: | Michelle Iskander | |
Title: | Secretary | |
NEW PCO II INVESTMENTS LTD. | ||
By: | /s/ Michelle Iskander | |
Name: | Michelle Iskander | |
Title: | Secretary | |
ONEX ADVISOR SUBCO III LLC | ||
By: | /s/ Joel Greenberg | |
Name: | Joel Greenberg | |
Title: | Director | |
ONEX PARTNERS CANADIAN GP INC. | ||
By: | /s/ David Copeland | |
Name: | David Copeland | |
Title: | Vice President | |
By: | /s/ Derek MacKay | |
Name: | Derek MacKay | |
Title: | Vice President |
ONEX PARTNERS V GP LIMITED | ||
By: | /s/ Kosty Gilis | |
Name: | Kosty Gilis | |
Title: | Authorized Person | |
OPV GEM AGGREGATOR LP. | ||
By: Onex Partners V GP Limited, its General Partner, | ||
By: | /s/ Kosty Gilis | |
Name: | Kosty Gilis | |
Title: | Authorized Person |