SCHEDULE 13D/A: Onex Corporation and Affiliates Solidify Control in Emerald Holding Following Preferred Stock Conversion

Onex Corporation and its affiliated entities have updated their beneficial ownership in Emerald Holding, Inc. to reflect the mandatory conversion of Series A Preferred Stock into Common Stock, significantly increasing their reported common stock holdings.

Summary

• This document is Amendment No. 4 to the Schedule 13D, updating the beneficial ownership of Onex Corporation and its affiliates in Emerald Holding, Inc.
• On May 2, 2024, all outstanding Series A Preferred Stock of Emerald Holding, Inc. was mandatorily converted into Common Stock.
• As a direct result of this conversion, OPV Gem Aggregator LP's Series A Preferred Stock automatically converted into 137,461,868 shares of Common Stock.
• The reported ownership percentages are based on 200,046,674 shares of Common Stock outstanding as of March 12, 2025, as disclosed in Emerald Holding's Form 10-Q filed on March 14, 2025.
• Onex Corporation now beneficially owns 184,049,617 shares of Common Stock, representing 92.0% of the class.
• Gerald W. Schwartz, Chairman of Onex Corporation, is deemed to beneficially own 184,520,200 shares, representing 92.2% of the Common Stock, due to his indirect control of Onex Corporation's voting rights.
• Key Onex entities holding significant portions include OPV Gem Aggregator LP (137,461,868 shares, 68.7%), Onex Partners III LP (33,135,329 shares, 16.6%), and Onex OP V Holdings SARL (11,125,186 shares, 5.6%).

Sentiment

Score: 5

Explanation: The document is a factual report of a mandatory stock conversion and beneficial ownership update, carrying a neutral sentiment. It does not contain positive or negative operational news.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of a change in beneficial ownership due to a pre-determined conversion event. It reflects a significant concentration of ownership by Onex Corporation and its affiliates in Emerald Holding, Inc., which is common for companies with private equity backing or significant institutional investors. Such high ownership percentages can indicate strong control by the investor group over the company's strategic direction.

Stakeholder Impact

• The mandatory conversion of preferred stock into common stock significantly increases the common stock holdings of Onex Corporation and its affiliates, solidifying their control over Emerald Holding, Inc. This could impact minority shareholders by concentrating voting power further with the Onex group.

Key Dates

Keywords

Emerald Holding Inc., Onex Corporation, Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock Conversion, SEC Filing, Institutional Ownership, Corporate Control, Investment Management