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): December 21, 2022 |
Emerald Holding, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-38076 | 42-1775077 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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100 Broadway, 14th Floor |
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New York, New York |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (949) 226-5700 |
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(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, par value $0.01 per share |
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| 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 1.01 Entry into a Material Definitive Agreement.
On December 21, 2022, Emerald X, Inc. (the “Borrower”), a wholly-owned subsidiary of Emerald Holding, Inc. (the “Company”), entered into a Fourth 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; Partial Termination
The Amendment extends the maturity of $100,375,000 of revolving commitments under the Amended Credit Agreement (the extended revolving facility, the “Extended Revolving Facility”) from November 23, 2023 to the earlier to occur of (i) May 23, 2026 and (ii) the day that is 91 days prior to the scheduled final maturity date of all outstanding term loans under the Amended Credit Agreement (the “Term Loans”) having an aggregate principal amount equal to or greater than the greater of (x) $75,000,000 and (y) 100% of the Company’s Consolidated EBITDA (calculated on a pro forma basis).
The remaining $9,625,000 of revolving commitments under the Amended Credit Agreement were terminated.
SOFR Transition
The Amended Credit Agreement also replaces the LIBOR interest rate benchmark with a Term Secured Overnight Financing Rate (“Term SOFR”) interest rate benchmark for borrowings under the Extended Revolving Facility.
Accordingly, the Amended Credit Agreement allows the Borrower to choose from the following two interest rate options for revolver borrowings:
The Amendment does not change the spread, or applicable margin, for revolver borrowings. The applicable margin remains 1.25% for ABR loans and 2.25% for Term SOFR loans. The applicable margin steps up by 0.25% if the Borrower’s Total First Lien Net Leverage Ratio (as defined in the Amended Credit Agreement) is greater than 2.50 to 1.00 and by an additional 0.25% if the Borrower’s Total First Lien Net Leverage Ratio is greater than 2.75 to 1.00.
The Amendment does not change the interest rate benchmarks or applicable margin for Term Loan borrowings.
Additional Amendments
In addition, the existing Amended Credit Agreement has been modified as follows:
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 8.01 Other Events.
On December 21, 2022, the Borrower submitted a notice to voluntarily prepay $100,000,000 of outstanding Term Loans. The prepayment will take place on or around December 28, 2022. After giving effect to the prepayment, the Borrower will have approximately $415,000,000 in principal amount of Term Loans outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
10.1
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: | December 22, 2022 | By: | /s/ Stacey Sayetta |
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| Stacey Sayetta |