UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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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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
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 12, 2023 (the “Effective Date”), Emerald X, Inc. (the “Borrower”), a wholly-owned subsidiary of Emerald Holding, Inc. (the “Company”), entered into a Sixth Amendment to Amended and Restated Credit Agreement (the “Amendment”), by and among the Borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of May 22, 2017 (as amended from time to time, including by the Amendment the “Amended Credit Agreement”), among the Borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Certain terms of the Amended Credit Agreement are described below, and reference is made to the Amended Credit Agreement for complete terms and conditions.
Maturity Extension; Principal Amount
The Amendment extended the maturity of the term loans outstanding under the Amended Credit Agreement (the extended term loan facility, the “Extended Term Loan Facility”) from May 22, 2024 to May 22, 2026. The aggregate outstanding principal amount of the Extended Term Loan Facility remains approximately $415 million.
Interest Rate Changes
The Amendment replaced the interest rate applicable to the term loans with a rate equal to, at the option of the Borrower, (i) the Term Secured Overnight Financing Rate plus 5.00% per annum plus a credit spread adjustment of 0.10% per annum or (ii) an alternate base rate (“ABR”) plus 4.00% per annum. Prior to the Amendment, the interest rate applicable to the term loans was a rate equal to, at the option of the Borrower (i) LIBOR plus 2.75% or 2.50% per annum, depending on the Borrower’s first lien net leverage ratio or (ii) ABR plus 1.75% or 1.50% per annum, depending on the Borrower’s first lien net leverage ratio.
The Amendment did not change the interest rate benchmarks, spread, or applicable margin for revolver borrowings.
Prepayment Premium
The Amendment modified the prepayment provisions so that, upon the occurrence of a repricing transaction, subject to certain specified exceptions, the Borrower will have to pay a prepayment fee of 2%, in the event of a repricing transaction occurring within the first twelve months after the Effective Date, or 1%, in the event of a repricing transaction occurring on a date that is between twelve months after the Effective Date and eighteen months after the Effective Date. No prepayment premium is payable for prepayments made after the eighteen month anniversary of the Effective Date.
Amortization
The Amendment reset scheduled quarterly payments, each equal to 0.25% of the original principal amount of the Extended Term Loan Facility.
The foregoing description of the Amendment and the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
10.1
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104 |
Cover Page Interactive Data File (embedded within the inline XBRL document) |
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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EMERALD HOLDING, INC. |
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Date: |
June 13, 2023 |
By: |
/s/ Stacey Sayetta |
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Stacey Sayetta |
Exhibit 10.1
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 12, 2023 (the “Sixth Amendment Effective Date”), among Expo Event Midco, Inc., a Delaware corporation (“Holdings”), Emerald X, Inc., a Delaware corporation (the “Initial Borrower”), the Co-Borrowers from time to time party to the Credit Agreement referred to below (the “Co-Borrowers” and, together with the Initial Borrower, each a “Borrower” and, collectively, the “Borrowers”), Bank of America, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties (in such capacities, the “Administrative Agent”), each 2023 Extended Term Lender signatory hereto (as defined herein), the Required Lenders, and, for purposes of Section 10 hereof, each Guarantor party hereto.
WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of May 22, 2017, among Holdings, the Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto, the Issuing Lenders from time to time party thereto and the Administrative Agent (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, including pursuant to that certain Refinancing Agreement and First Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of November 27, 2017, that certain Repricing Agreement and Second Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of November 29, 2017, that certain Third Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of June 25, 2021, that certain Fourth Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of December 21, 2022, and that certain Fifth Amendment to Amended and Restated Credit Agreement among the parties thereto, dated as of February 2, 2023 (together, the “Existing Credit Agreement” and, as amended by this Amendment, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement or the Credit Agreement, as the context may require);
WHEREAS, the Borrowers have requested that, in accordance with Section 2.27 of the Existing Credit Agreement, each Term Lender that holds an Refinancing Term Loan prior to the Sixth Amendment Effective Date extend the Term Loan Maturity Date;
WHEREAS, pursuant to Section 2.27 of the Existing Credit Agreement, the Borrowers previously made a Loan Modification Offer to the Term Lenders containing the terms set forth in Section 1 below (the “Extension Offer”);
WHEREAS, each Term Lender (including any new Term Lender) that executes a counterpart signature page to this Amendment on or prior to the Sixth Amendment Effective Date (as defined below) and elects to cashless roll its outstanding Refinancing Term Loans (each a “2023 Extended Term Lender” and, collectively, the “2023 Extended Term Lenders”) (each of whom hereby acknowledges that any allocation of the new Refinancing Term Loans to it shall be determined at the sole discretion of Bank of America, N.A., Barclays Bank PLC, Royal Bank of Canada, Citibank, N.A., Credit Suisse AG, New York Branch and Deutsche Bank AG, New York Branch, in their capacities as the joint lead arrangers to this Amendment), shall be deemed, upon effectiveness of this Amendment, to have consented to the terms of the Extension Offer with respect to its outstanding Refinancing Term Loans and the amendments to the Existing Credit Agreement set forth herein, including, without limitation, that its Refinancing Term Loans
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outstanding immediately prior to the Sixth Amendment Effective Date shall be deemed Refinancing Term Loans under the Credit Agreement after giving effect to this Amendment (with the final allocated amount of such new Refinancing Term Loans for each such 2023 Extended Term Lender set forth on Exhibit A attached hereto);
WHEREAS, each Term Lender party to the Existing Credit Agreement and not a party hereto (the “Non-Extending Term Lender” and, collectively, the “Non-Extending Term Lenders”) shall be repaid by the Borrower in an aggregate principal amount of its Refinancing Term Loans outstanding immediately prior to the Sixth Amendment Effective Date (together with all accrued and unpaid interest thereon, and any other applicable fees and amounts in connection with this Amendment, the “Term Lender Payoff”) owing to such Non-Extending Term Lender in accordance with Section 2.14 of the Existing Credit Agreement;
WHEREAS, pursuant to Section 2.17 of the Existing Credit Agreement, the 2023 Extended Term Lenders party hereto consent to the Term Lender Payoff;
WHEREAS, pursuant to Section 2.27 of the Existing Credit Agreement, this Amendment shall constitute a Loan Modification Agreement;
WHEREAS, pursuant to Section 11.1 of the Existing Credit Agreement, the Borrowers, each 2023 Extended Term Lender signatory hereto, the other lenders constituting at least the Required Lenders and the Administrative Agent desire to make certain other changes to the Existing Credit Agreement with respect to the Term Facility, as more fully set forth below, including, but not limited to, the implementation of a LIBOR successor rate for Term Loans that are Eurodollar Loans;
WHEREAS, to accomplish the foregoing, the Borrowers, the Administrative Agent and the 2023 Extended Term Lenders signatory hereto have agreed, subject to the terms and conditions set forth herein, to amend the Existing Credit Agreement; and
WHEREAS, the amendments to the Existing Credit Agreement set forth herein are each subject to the satisfaction of the conditions precedent to effectiveness referred to herein and shall become effective as provided herein.
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
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[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
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EMERALD X, INC.
By: Name: David Doft Title: President and Treasurer |
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EXPO EVENT MIDCO, INC.
By: Name: David Doft Title: President and Treasurer |
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EMERALD X, LLC
By: Name: David Doft Title: Chief Financial Officer |
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PIZZA GROUP, LLC
By: Name: David Doft Title: Chairman, President and Chief Financial Officer |
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GLM HOLDINGS LLC
By: Name: David Doft Title: Chairman, President and Chief Financial Officer |
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GEORGE LITTLE MANAGEMENT, LLC
By: Name: David Doft |
[Signature Page to Sixth Amendment]
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Title: Chairman, President and Chief Financial Officer
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[Signature Page to Sixth Amendment]
BANK OF AMERICA, N.A.,
as Administrative Agent, a 2023 Extended Term Lender and a Lender
By:
Name:
Title:
[Signature Page to Sixth Amendment]
[______________],
as a 2023 Extended Term Lender [and a Lender]
By:
Name:
Title:
[Signature Page to Sixth Amendment]
ANNEX A
[See attached]
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EXHIBIT A
Schedule 1.1
Lender |
Amount |
Percentage |
2022 Extended Revolving Lenders:
Bank of America, N.A. |
$27,500,000.00 |
25% |
Barclays Bank PLC |
$22,000,000.00 |
20% |
Goldman Sachs Bank USA |
$22,000,000.00 |
20% |
Credit Suisse AG, New York Branch |
$9,625,000.00 |
8.75% |
Deutsche Bank AG, New York Branch |
$9,625,000.00 |
8.75% |
Royal Bank of Canada |
$9,625,000.00 |
8.75% |
Citibank, N.A. |
$9,625,000.00 |
8.75% |
Total |
$110,000,000.00 |
100.00% |
2023 Extended Term Lenders:
Bank of America, N.A. |
$239,354,611.55 |
57.63% |
Other 2023 Extender Term Lenders |
$175,982,888.45 |
42.37% |
Total |
$ 415,337,500.00 |
100.00% |
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EXHIBIT B
[See attached]
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Document And Entity Information |
Jun. 12, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 12, 2023 |
Entity Registrant Name | Emerald Holding, Inc. |
Entity Central Index Key | 0001579214 |
Entity Emerging Growth Company | false |
Securities Act File Number | 001-38076 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 42-1775077 |
Entity Address, Address Line One | 100 Broadway, 14th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10005 |
City Area Code | (949) |
Local Phone Number | 226-5700 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.01 per share |
Trading Symbol | EEX |
Security Exchange Name | NYSE |