UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): November 30, 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-2 of the Exchange Act (17 CFR240.12b-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 7.01 Regulation FD.
On November 30, 2017, Emerald Expositions Events, Inc. (the “Company”) announced the acquisition of Connecting Point Marketing Group (“CPMG”) from itsco-founders and investors. The cash consideration paid by the Company for CPMG was approximately $37 million.
CPMG’s cash flow characteristics are similar to those of the Company, with cash received in advance of the events taking place and most of the costs incurred at or around the time of the events. However, the revenue and cost profile of CPMG is different from most of the Company’s portfolio, and CPMG’s historical EBITDA margins have been approximately half the historical Adjusted EBITDA margins of the Company.
A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 EXPOSITIONS EVENTS, INC. |
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| Date: November 30, 2017 | | | | By: | | /s/ David Gosling |
| | | | | | David Gosling |
| | | | | | Senior Vice President, General Counsel and Secretary |
