8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2021 (December 31, 2020)

Emerald Holding, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38076	42-1775077
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Broadway, 14th Floor New York, NY	10005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 226-5700

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EEX	New York Stock Exchange

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 3.02 Unregistered Sales of Equity Securities.  

On December December 31, 2020, Emerald Holding, Inc. (the “Company”) acquired substantially all of the assets of PlumRiver LLC.

The purchase price paid by the Company at closing for PlumRiver was equal to $34 million, consisting of a cash payment equal to $30 million plus the issuance of an aggregate 805,948 shares of the Company’s common stock (the “Shares”).

The Company issued the Shares in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. Such issuance did not involve any public offering or general solicitation, nor were any commissions paid by the Company to any person in connection therewith. The Shares are “restricted securities” within the meaning of the Securities Act and may not be transferred other than pursuant to an effective registration statement under the Securities Act or an applicable exemption from registration.

Item 7.01 Regulation FD Disclosure.  

On January 6, 2021, the Company announced the acquisition of PlumRiver, an international provider of software-as-a-service technology through its Elastic Suite B2B platform. A copy of the press release is furnished as Exhibit 99.1 hereto. The purchase price paid by the Company at closing for PlumRiver was equal to $34 million, consisting of a cash payment equal to $30 million plus the issuance of 805,948 Shares. The Company will pay to the seller an additional $2 million in June 2022, plus up to $11 million in contingent payments, subject to the achievement of specified milestones and financial performance results in calendar years 2021 and 2022.  PlumRiver’s revenues for the year-ended December 31, 2020, were equal to approximately $11 million.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit.

Exhibit No.	Description
99.1	Press Release issued by Emerald Holding, Inc. dated January 6, 2021, announcing the acquisition of PlumRiver LLC.
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.

Date: January 6, 2021		EMERALD HOLDING, INC.
	By:	/s/ Mitchell Gendel
		Mitchell Gendel
		General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Emerald Acquires PlumRiver LLC to Expand Digital Commerce Capabilities

Extends PlumRiver’s Elastic Suite B2B platform to thousands of Emerald customer brands

NEW YORK--(BUSINESS WIRE)-- Emerald Holding, Inc. (NYSE:EEX) (“Emerald” or the “Company”) today announced that it has completed the acquisition of PlumRiver LLC (“PlumRiver”), a leading international provider of software-as-a- service technology through its Elastic Suite solution. Elastic Suite’s platform streamlines the wholesale buying process for both brands and retail buyers, creating a digital year-round transactional platform for use by Emerald’s customers.

The acquisition will accelerate Emerald’s strategy to provide 365-day-per-year engagement for its customer base regardless of location by significantly expanding its digital commerce capabilities and providing its customers with robust transactional functionality, including deep enterprise-level integration to brands’ ERP systems, allowing customers to manage orders, real-time inventory, and product merchandising. PlumRiver, which was founded in 2002, is integrated with preeminent manufacturers and retailers across numerous industries, most notably in the outdoor, surf, cycling, footwear and sporting goods verticals, and will complement Emerald’s portfolio of leading show brands including Outdoor Retailer and Surf Expo, among others.

PlumRiver’s Elastic B2B platform bridges the gap between sellers’ order processing systems and allows brands to sell directly to their buyers using print-free digital product catalogs and merchandising technology. This enables clients to increase their efficiency, effectiveness, sustainability and profitability. Key client brands include: Patagonia, The North Face, Burton, Shimano, Scott Sports, Rip Curl, Boardriders, Volcom, Timberland, New Balance, Vans, Orvis and Puma.

Brian Field, Emerald’s Chief Operating Officer, said, “Over the course of 2020, we launched many digital product offerings focused on customer engagement, new customer acquisition, and delivering high-value customer solutions. From our customers’ feedback, the highest-value of these needs is clearly centered on the transaction between buyer and seller. Through our acquisition of PlumRiver and the Elastic platform, we now have the capability to offer a full spectrum of bundled solutions to our customers—from product discovery, lead-generation, to transaction—across both in-person, face- to-face events as well as year-round, digital opportunities.”

Hervé Sedky, Emerald’s President and Chief Executive Officer, added, “The acquisition of PlumRiver is a natural extension of our live events business; we can now offer a complementary, year-round interaction and transaction platform. PlumRiver’s technology is already used by world-class clients and will foster increased engagement between Emerald and our customers. Importantly, the Elastic B2B eCommerce SaaS solution is expected to strengthen our existing live events, expanding both their relevance and growth profile, while also bringing an additive subscription-based revenue stream to Emerald.”

Josh Reddin, Chief Executive Officer of PlumRiver, stated, “Elastic has clearly emerged as the preferred wholesale purchasing and digital merchandising solution among both brands and retailers. Looking forward, I couldn’t be more encouraged by the opportunity to establish Elastic as the standard B2B ecommerce solution across even more verticals as we expand our business through our combination with Emerald. Their portfolio of industry-leading events provides significant growth opportunities for our solutions.” Added John Marchione, Co-Founder of PlumRiver, “We are thrilled to join Emerald to bring our innovative, market-driven solutions and efficiencies to thousands of brands and retailers across the globe in a rapidly expanding B2B digital economy. We are equally excited for the many new opportunities for our team members.”

About Emerald

Emerald is a leader in building dynamic, market-driven business-to-business platforms that integrate live events with a broad array of industry insights, digital tools, and data-focused solutions to create uniquely rich experiences. As true partners, we at Emerald strive to build our customers’ businesses by creating opportunities that inspire, amaze, and deliver breakthrough results. With over 140 events each year, our teams are creators and connectors who are thoroughly immersed in the industries we serve and committed to supporting the communities in which we operate.

About PlumRiver

PlumRiver is a leading provider of globally adopted B2B ecommerce and digital merchandising solutions, serving the unique business needs of world-class manufacturers and retailers. PlumRiver’s easy-to-use web-based applications are tailored to the needs of manufacturers and wholesalers of outdoor, surf, footwear, apparel, cycling, sporting goods and other segments of the specialty retail market. PlumRiver’s solutions quickly bridge the gap between order processing systems, sales reps, independent retailers and consumers. The Elastic solution helps manufacturers, retailers and distributors adopt a more sustainable approach to wholesale purchasing while achieving efficiency-driven cost savings and incremental sales growth. PlumRiver’s solutions are designed to quickly and easily integrate with existing IT infrastructure and ERP systems.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains certain forward-looking statements, including, but not limited to, Emerald’s expectations regarding the strategic and financial benefits from the acquisition of PlumRiver. These statements involve risks and uncertainties, including, but not limited to, Emerald’s ability to successfully integrate PlumRiver’s Elastic platform and operations; the expected levels of PlumRiver’s revenue and profitability growth; and economic, competitive, governmental and technological factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

Contacts

Emerald Holding, Inc.

David Doft

Chief Financial Officer

1-866-339-4688 (866EEXINVT)

Investor.relations@emeraldx.com

Source: Emerald Holding, Inc.

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Document and Entity Information	Dec. 31, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	Emerald Holding, Inc.
Entity Central Index Key	0001579214
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity 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