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): May 8, 2017
Emerald Expositions Events, 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.) |
31910 Del Obispo Street Suite 200 San Juan Capistrano, California | 92675 | |
| (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 (see General Instruction A.2 below):
| ☐ | 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-4c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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 2.02. Results of Operations and Financial Condition.
On May 8, 2017, Emerald Expositions Events, Inc. (the “Company”) issued a press release announcing certain financial results of the Company for the three months ended March 31, 2017. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
The Company expects to hold a bank meeting on May 8, 2017 to discuss the refinancing of its existing term loan facility and revolving credit facility as previously disclosed in connection with the Company’s initial public offering. See Management’s Discussion and Analysis of Financial Condition and Results of Operations—Long-Term Debt—Modifications to our Debt Agreements in the Company’s prospectus dated April 27, 2017 and filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, on May 1, 2017. The proposed new financing is expected to consist of a $565 million term loan facility and a $150 million revolving credit facility. The terms and consummation of the proposed refinancing are subject to market and other customary conditions, and there can be no assurance that the proposed refinancing will be completed in whole or in part.
This Current Report on Form 8-K contains certain forward-looking statements. These statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, 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 prospectus dated April 27, 2017 and filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, on May 1, 2017. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description | |
| 99.1 | Press Release issued by Emerald Expositions Events, Inc. dated May 8, 2017, announcing certain financial results for the three months ended March 31, 2017. | |
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: May 8, 2017 | EMERALD EXPOSITIONS EVENTS, INC. | |||||
| By: | /s/ David Gosling | |||||
| David Gosling | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
