8-K: Apollo Funds Acquire Emerald and Questex, Form New B2B Platform

Apollo-managed funds have completed the acquisitions of Emerald Holding, Inc. and Questex, LLC, merging them into a new B2B experiential events and media platform.

Summary

• Emerald Holding, Inc. (Emerald) and Questex, LLC (Questex) have been acquired by funds managed by Apollo Global Management, Inc. (Apollo).
• The transaction combines these two companies to create a leading B2B experiential events and media platform.
• Paul Miller, former CEO of Questex, will lead the combined company as CEO.
• Herv Sedky, former CEO of Emerald, will serve as a senior advisor to the combined company.
• The integration of Emerald and Questex is expected to occur over the coming months.
• Emerald's common stock has ceased trading on the New York Stock Exchange (NYSE) following the acquisition.
• Emerald stockholders are receiving $5.03 per share in cash.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development due to the strategic combination of complementary businesses and the backing of a major asset manager, creating a stronger platform for future growth.

Positives

• Creation of a scaled, B2B experiential events and media platform with enhanced capabilities.
• Strong foundation for growth and investment in innovation.
• Synergies expected from combining two market leaders with iconic brands and deep customer relationships.
• Increased scale and expanded offerings to better serve customers and partners.
• Apollo's support and a strong leadership team are in place to execute strategy and capitalize on opportunities.

Negatives

• Emerald's common stock is no longer listed on the NYSE, and trading has been suspended.
• Shareholders received a cash payout of $5.03 per share, ending their equity participation.

Risks

• The integration of two companies may present operational challenges.
• Future performance is subject to economic, competitive, governmental, and other factors outside of the combined company's control.
• The press release contains forward-looking statements that are inherently uncertain and not guaranteed.

Future Outlook

The combined company is positioned to drive sustained, long-term growth, accelerate organic growth, invest in innovation, and deliver greater value for customers, employees, and stakeholders. Apollo's support and the new leadership team are expected to enable the execution of strategy and capitalize on significant opportunities.

Management Comments

• "This transaction combines two market leaders with iconic brands, deep customer relationships, and differentiated capabilities, to create a scaled platform positioned to accelerate organic growth, invest in innovation, and deliver even greater value for customers, employees and other stakeholders," said Shahid Bosan, Managing Director at Apollo.
• "We look forward to supporting and working closely with the leadership team as they build a leading B2B events and media business."
• "Today marks an exciting milestone as we embark on a new chapter as one company. By bringing together the best of Emerald and Questex, we are creating a stronger, differentiated platform with the scale, offerings, and talent to better serve our customers and partners. With Apollo's support and a strong leadership team in place, we are well-positioned to execute against our strategy, expand our portfolio, and capitalize on the significant opportunities ahead.", said Paul Miller, Chief Executive Officer of the combined company.

Industry Context

StockSavvy.ai notes that the acquisition of Emerald and Questex by Apollo signifies a trend of consolidation within the B2B events and media sector, aiming to create larger, more integrated platforms capable of offering a wider range of services and achieving greater economies of scale in a competitive market.

Management Changes

Corporate Governance

Legal Proceedings

• Appraisal rights were available to shareholders who properly exercised them in accordance with Delaware law.

Related Party Transactions

• The transaction involved funds managed by affiliates of Apollo Global Management, Inc. acquiring Emerald and Questex.

Stakeholder Impact

• Shareholders: Received $5.03 per share in cash, ending their equity interest.
• Employees: Transition of leadership and integration of two companies may lead to organizational changes.
• Customers: Will benefit from a scaled B2B platform with enhanced capabilities and offerings.
• Creditors: All outstanding obligations under the Existing Credit Agreement were paid off in full, and guarantees/collateral were released.

Next Steps

• Full integration of Emerald and Questex over the coming months.
• Executing the combined company's strategy to expand its portfolio and capitalize on opportunities.
• Emerald to file a Form 15 with the SEC to terminate its registration and suspend reporting obligations.

Key Dates

Recommendation

The acquisition by Apollo represents a change in control and a cash-out for existing shareholders at a specific price. For new investors, the focus shifts to the future performance of the combined B2B events and media platform under Apollo's ownership, which is subject to integration risks and market conditions. A 'hold' recommendation reflects the completion of the transaction for existing shareholders and a neutral stance for potential new investors until integration progress and future growth are clearer.

Keywords

B2B events, media platform, acquisition, Apollo Global Management, Emerald Holding, Questex, experiential events, corporate finance