Emerald Expositions Events, Inc. (NYSE:EEX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
public offering of common stock (the IPO) of Emerald Expositions
Events, Inc. (the Company) and as contemplated by the Companys
Registration Statement on Form S-1 (File No. 333-217091), as
amended (the Registration Statement), the Company entered into an
Amended and Restated Stockholders Agreement with parties
affiliated with its majority stockholder, including Onex US
Principals LP, Onex Advisor Subco III LLC, Onex Partners III LP,
Onex Partners III PV LP, Onex Partners III Select LP, Onex Expo
SARL and Onex Partners III GP LP. The Amended and Restated
Stockholders Agreement is attached hereto as Exhibit 10.1, and a
summary of certain provisions of the Amended and Restated
Stockholders Agreement is set forth under the caption Certain
Relationships and Related Party TransactionsStockholders
Agreement in the Prospectus filed by the Company to Rule
424(b)(4) under the Securities Act of 1933, as amended, on May 1,
2017 (the IPO Prospectus). Such description is incorporated by
reference herein.
Change in Fiscal Year.
Company filed its Amended and Restated Certificate of
Incorporation (the Charter) with the Secretary of State of the
State of Delaware and the Companys Amended and Restated By-laws
(the By-laws) became effective, each as contemplated by the
Registration Statement. The Charter, among other things, provides
that the Companys authorized capital stock consists of
800,000,000 shares of common stock, par value $0.01 per share and
80,000,000 shares of preferred stock, par value $0.01 per share.
The Charter is attached hereto as Exhibit 3.1, and a summary of
certain provisions of the Charter is set forth under the caption
Description of Capital Stock in the IPO Prospectus. Such
description is incorporated by reference herein. The By-laws are
attached hereto as Exhibit 3.2, and a summary of certain
provisions of the By-laws is set forth under the caption
Description of Capital Stock in the IPO Prospectus. Such
description is incorporated by reference herein.
of its common stock. The Company sold a total of 10,333,333
shares of common stock, for total net proceeds to the Company of
approximately $159.2 million after deducting underwriting
discounts and commissions and expenses associated with the
offering, and the selling stockholders sold a total of 7,491,667
shares of common stock, which number of shares includes the
exercise in full by the underwriters of their option to purchase
additional shares from the selling stockholders, for total net
proceeds to the selling stockholders of approximately $119.4
million.
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Exhibits.
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Exhibit
No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of the
Company, dated as of April 27, 2017. |
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3.2
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Amended and Restated Bylaws of the Company, effective as of
April 27, 2017. |
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10.1
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Amended and Restated Stockholders Agreement, among Emerald
Expositions Events, Inc., Onex US Principals LP, Onex Advisor Subco III LLC, Onex Partners III LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex Expo SARL and Onex Partners III GP LP. |
About Emerald Expositions Events, Inc. (NYSE:EEX)
Emerald Expositions Events, Inc. (Emerald), formerly Expo Event Holdco, Inc, is an operator of business-to-business (B2B) trade shows. The Company operates across multiple sectors, which includes: Gift, Home and General Merchandise; Sports; Design and Construction; Technology; Jewelry; Other Trade Shows; and Other Events. The Company operates more than 50 trade shows, including 31 of the top 250 trade shows. It operates 13 trade shows in the Gift, Home and General Merchandise sector; 18 trade shows in Sports sector; five trade shows in Design and Construction; six trade shows in the Technology sector; six trade shows in Jewelry sector; and remaining 10 trade shows in other sectors . In 2016, its events connected over 500,000 global attendees and exhibitors and occupied over 6.5 million net square foot (NSF) of exhibition space. Emerald Expositions Events, Inc. (NYSE:EEX) Recent Trading Information
Emerald Expositions Events, Inc. (NYSE:EEX) closed its last trading session up +0.06 at 19.87 with 520,472 shares trading hands.
