Sec Form 13D Filing - ONEX CORP filing for EMERALD HLDG INC (EEX) - 2024-01-02

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Emerald Holding, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

29103W104

(CUSIP Number)

 

Onex Corporation

Attn: Colin Sam

161 Bay Street P.O. Box 700

Toronto, ON, Canada M5J 2S1

+1 (416) 362-7711

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 21, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 
CUSIP No. 29103W10413DPage 1 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Corporation

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Ontario, Canada

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

228,101,417

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

228,101,417

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

228,101,417

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

93.5%

14

Type of Reporting Person

 

CO

 

 
CUSIP No. 29103W10413DPage 2 of 32 Pages

 

1

Names of Reporting Persons

 

Gerald W. Schwartz

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Canada

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

228,572,000

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

228,572,000

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

228,572,000

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

93.7%

14

Type of Reporting Person

 

IN

 

 
CUSIP No. 29103W10413DPage 3 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Partners GP Inc.

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

35,039,404

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

35,039,404

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

35,039,404

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

14.4%

14

Type of Reporting Person

 

CO

 

 
CUSIP No. 29103W10413DPage 4 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Partners III GP LP

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

35,039,404

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

35,039,404

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

35,039,404

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

14.4%

14

Type of Reporting Person

 

PN

 

 
CUSIP No. 29103W10413DPage 5 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Partners III LP

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

33,135,329

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

33,135,329

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

33,135,329

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

13.6%

14

Type of Reporting Person

 

PN

 

 
CUSIP No. 29103W10413DPage 6 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Partners III PV LP

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

420,116

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

420,116

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

420,116

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.2%

14

Type of Reporting Person

 

PN

 

 
CUSIP No. 29103W10413DPage 7 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Partners III Select LP

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

106,562

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

106,562

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

106,562

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

Less than 0.1%

14

Type of Reporting Person

 

PN

 

 
CUSIP No. 29103W10413DPage 8 of 32 Pages

 

1

Names of Reporting Persons

 

Onex American Holdings II LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

423,159

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

423,159

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

423,159

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.2%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 9 of 32 Pages

 

1

Names of Reporting Persons

 

Onex American Holdings GP LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

423,159

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

423,159

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

423,159

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.2%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 10 of 32 Pages

 

1

Names of Reporting Persons

 

Onex US Principals LP

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

423,159

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

423,159

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

423,159

12

Check if the Aggregate Am ount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.2%

14

Type of Reporting Person

 

PN

 

 
CUSIP No. 29103W10413DPage 11 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Private Equity Holdings LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,125,186

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,125,186

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,125,186

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

4.6%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 12 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Partners Holdings LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,125,186

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,125,186

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,125,186

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

4.6%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 13 of 32 Pages

 

1

Names of Reporting Persons

 

Onex OP V Holdings SARL

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,125,186

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,125,186

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,125,186

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

4.6%

14

Type of Reporting Person

 

CO

 

 
CUSIP No. 29103W10413DPage 14 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Expo SARL

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

CO

 

 
CUSIP No. 29103W10413DPage 15 of 32 Pages

 

1

Names of Reporting Persons

 

1597257 Ontario Inc.

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Ontario, Canada

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

470,583

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

470,583

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

470,583

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.2%

14

Type of Reporting Person

 

CO

 

 
CUSIP No. 29103W10413DPage 16 of 32 Pages

 

1

Names of Reporting Persons

 

New PCo II Investments Ltd.

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Ontario, Canada

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

470,583

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

470,583

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

470,583

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.2%

14

Type of Reporting Person

 

OO (Limited Company)

 

 
CUSIP No. 29103W10413DPage 17 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Advisor Subco LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 18 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Advisor Subco III LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

470,583

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

470,583

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

470,583

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.2%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 19 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Partners Canadian GP Inc.

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Ontario, Canada

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

181,043,085

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

181,043,085

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

181,043,085

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

74.2%

14

Type of Reporting Person

 

CO

 

 
CUSIP No. 29103W10413DPage 20 of 32 Pages

 

1

Names of Reporting Persons

 

Onex Partners V GP Limited

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

181,043,085

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

181,043,085

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

181,043,085

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

74.2%

14

Type of Reporting Person

 

CO

 

 
CUSIP No. 29103W10413DPage 21 of 32 Pages

 

1

Names of Reporting Persons

 

OPV Gem Aggregator LP

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

181,043,085

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

181,043,085

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

181,043,085

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

74.2%

14

Type of Reporting Person

 

PN

 

 
CUSIP No. 29103W10413DPage 22 of 32 Pages

 

1

Names of Reporting Persons

 

Onex American Holdings Subco LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 23 of 32 Pages

 

1

Names of Reporting Persons

 

OAH Wind LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 24 of 32 Pages

 

1

Names of Reporting Persons

 

Expo EI LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 25 of 32 Pages

 

1

Names of Reporting Persons

 

Expo EI II LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 26 of 32 Pages

 

1

Names of Reporting Persons

 

Expo EI III LLC

  
2 Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [  ]

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]

 

13

Percent of Class Represented by Amount in Row (11)

 

0.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 
CUSIP No. 29103W10413DPage 27 of 32 Pages

 

Explanatory Note

 

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 29, 2020 (the “Schedule 13D”), relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Emerald Holding, Inc., a Delaware corporation (the “Issuer”), beneficially owned by the Reporting Persons. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

Item 2.Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

 

The list of Reporting Persons is amended with (i) the addition of Onex Partners Holdings LLC, which is organized under the laws of Delaware, and Onex OP V Holdings SARL, which is organized under the laws of Luxembourg; and (ii) the removal of Onex Expo SARL, Onex American Holdings Subco LLC, OAH Wind LLC, Expo EI LLC, Expo EI II LLC, Expo EI III LLC, Onex Partners Manager GP ULC, Onex Partners Manager LP and Onex Advisor Subco LLC.

 

Item 4.Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

As a result of internal restructurings on December 21, 2023, Onex Expo SARL was dissolved. The Common Stock previously held of record by Onex Expo SARL is now held of record by Onex OP V Holdings SARL.

 

 
CUSIP No. 29103W10413DPage 28 of 32 Pages

 

Item 5.Interest in Securities of the Issuer.

 

Item 5(a) – (b) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 243,935,508 shares of Common Stock outstanding, which includes 62,892,423 shares of Common Stock outstanding as of November 2, 2023 and 181,043,085 shares of Common Stock issuable upon conversion of 69,718,919 shares of Series A Preferred Stock held of record by Gem Aggregator.

 

Reporting Person  

Amount

beneficially

owned

  

Percent

of class

   Sole power to vote or to direct the vote   Shared power to vote or to direct the vote   Sole power to dispose or to direct the disposition   Shared power to dispose or to direct the disposition
Onex Corporation   227,630,834   93.3%   0   227,630,834   0   227,630,834
Gerald W. Schwartz   228,101,417   93.5%   0   228,101,417   0   228,101,417
Onex Partners GP Inc.   35,039,404   14.4%   0   35,039,404   0   35,039,404
Onex Partners III GP LP   35,039,404   14.4%   0   35,039,404   0   35,039,404
Onex Partners III LP   33,135,329   13.6%   0   33,135,329   0   33,135,329
Onex Partners III PV LP   420,116   0.2%   0   420,116   0   420,116
Onex Partners III Select LP   106,562   0.0%   0   106,562   0   106,562
Onex American Holdings II LLC   423,159   0.2%   0   423,159   0   423,159
Onex American Holdings GP LLC   423,159   0.2%   0   423,159   0   423,159
Onex US Principals LP   423,159   0.2%   0   423,159   0   423,159
Onex Private Equity Holdings LLC   11,125,186   4.6%   0   11,125,186   0   11,125,186
Onex Partners Holdings LLC   11,125,186   4.6%   0   11,125,186   0   11,125,186
Onex OP V Holdings SARL   11,125,186   4.6%   0   11,125,186   0   11,125,186
Onex Expo SARL   0   0.0%   0   0   0   0
1597257 Ontario Inc.   470,583   0.2%   0   470,583   0   470,583
New PCo II Investments Ltd.   470,583   0.2%   0   470,583   0   470,583
Onex Advisor Subco LLC   0   0.0%   0   0   0   0
Onex Advisor Subco III LLC   470,583   0.2%   0   470,583   0   470,583
Onex Partners Canadian GP Inc.   181,043,085   74.2%   0   181,043,085   0   181,043,085
Onex Partners V GP Limited   181,043,085   74.2%   0   181,043,085   0   181,043,085
OPV Gem Aggregator LP   181,043,085   74.2%   0   181,043,085   0   181,043,085
Onex American Holdings Subco LLC   0   0.0%   0   0   0   0
OAH Wind LLC   0   0.0%   0   0   0   0
Expo EI LLC   0   0.0%   0   0   0   0
Expo EI II LLC   0   0.0%   0   0   0   0
Expo EI III LLC   0   0.0%   0   0   0   0

 

 
CUSIP No. 29103W10413DPage 29 of 32 Pages

 

The securities reported in the table above includes: (i) 33,135,329 shares of Common Stock held of record by Onex Partners III LP, (ii) 1,377,397 shares of Common Stock held of record by Onex Partners III GP LP, (iii) 423,159 shares of Common Stock held of record by Onex US Principals LP, (iv) 420,116 shares of Common Stock held of record by Onex Partners III PV LP, (v) 11,125,186 shares of Common Stock held of record by Onex OP V Holdings SARL, (vi) 106,562 shares of Common Stock held of record by Onex Partners III Select LP and (vii) 470,583 shares of Common Stock held of record by Onex Advisor Subco III LLC. The securities reported in the table above also includes 181,043,085 shares of Common Stock issuable upon conversion of 69,718,919 shares of Series A Preferred Stock held of record by Gem Aggregator.

 

Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the Common Stock held by (a) Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP through Onex Corporation’s indirect ownership or control of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, the general partner of each of Onex Partners III LP, Onex Partners III Select LP, and Onex Partners III PV LP, (b) Onex Partners III GP LP, through Onex Corporation’s ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (c) Onex US Principals LP, through Onex Corporation’s ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (d) Onex OP V Holdings SARL, through Onex Corporation’s ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex Partners Holdings LLC, which owns all of the equity of Onex OP V Holdings SARL, and (e) Gem Aggregator, through Onex Corporation’s ownership of all of the equity of Onex Partners Canadian GP Inc., which owns all of the equity of Onex Partners V GP Limited, which is the general partner of Gem Aggregator.

 

In addition, Mr. Gerald W. Schwartz may be deemed to beneficially own the shares of Common Stock held of record by Onex Advisor Subco III LLC, through Mr. Schwartz’s indirect control of 1597257 Ontario Inc., which owns all of the voting equity of New PCo II Investments Ltd., which owns all of the equity interest of Onex Advisor Subco III LLC.

 

Mr. Gerald W. Schwartz, the Chairman and Founder of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the Common Stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims any such beneficial ownership.

 

Item 5(c) – (d) of the Schedule 13D is hereby amended and supplemented by inserting the following information:

 

(c)Except as described in Item 4, during the past sixty days none of the Reporting Persons has effected any transactions in the Common Stock.

 

(d)None.

 

(e)On December 21, 2023, Onex Expo SARL, ceased to be the beneficial owner of more than five percent of the Common Stock. On November 30, 2020, each of Onex American Holdings Subco LLC, OAH Wind LLC, Expo EI LLC, Expo EI II LLC, and Expo EI III LLC ceased to be the beneficial owner of more than five percent of the Common Stock. On August 26, 2019, Onex Advisor Subco LLC ceased to be the beneficial owner of more than five percent of the Common Stock.

 

Item 7.Materials to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended as follows:

 

 

Exhibit Number

  

Description

  1   Joint Filing Agreement.

 

 
CUSIP No. 29103W10413DPage 30 of 32 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: January 2, 2024

 

  ONEX CORPORATION
     
  By: /s/ David Copeland
  Name: David Copeland
  Title: Managing Director – Tax
     
  By: /s/ Chris Govan
  Gerald W. Schwartz, by Chris Govan, attorney-in-fact pursuant to a power of attorney incorporated herein by reference from the Schedule 13G/A with respect to Fly Leasing Limited filed by Mr. Schwartz and other reporting persons on April 3, 2017
     
  ONEX PARTNERS GP INC.
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Vice President
     
  ONEX PARTNERS III GP LP
     
  By: Onex Partners GP Inc., its General Partner
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Vice President
     
  ONEX PARTNERS III LP
     
  By: Onex Partners III GP LP, its General Partner
  By: Onex Partners GP Inc., its General Partner
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Vice President

 

 
CUSIP No. 29103W10413DPage 31 of 32 Pages

 

  ONEX PARTNERS III PV LP
     
  By: Onex Partners III GP LP, its General Partner
  By: Onex Partners GP Inc., its General Partner
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Vice President
     
  ONEX PARTNERS III SELECT LP
     
  By: Onex Partners III GP LP, its General Partner
  By: Onex Partners GP Inc., its General Partner
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Vice President
     
  ONEX AMERICAN HOLDINGS II LLC
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Director
     
  ONEX AMERICAN HOLDINGS GP LLC
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Director
     
  ONEX US PRINCIPALS LP
     
  By: Onex American Holdings GP LLC, its General Partner
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Director
     
  ONEX PRIVATE EQUITY HOLDINGS LLC
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Director

 

 
CUSIP No. 29103W10413DPage 32 of 32 Pages

 

  ONEX PARTNERS HOLDINGS LLC
     
  By: Onex Private Equity Holdings LLC
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Director
     
  ONEX OP V HOLDINGS SARL
     
  By: /s/ Joshua Hausman
  Name: Joshua Hausman
  Title: Type A Manager
     
  By: /s/ Sascha Groll
  Name: Sascha Groll
  Title: Type B Manager
     
  1597257 ONTARIO INC.
     
  By: /s/ Michelle Iskander
  Name: Michelle Iskander
  Title: Secretary
     
  NEW PCO II INVESTMENTS LTD.
     
  By: /s/ Michelle Iskander
  Name: Michelle Iskander
  Title: Secretary
     
  ONEX ADVISOR SUBCO III LLC
     
  By: /s/ Joel Greenberg
  Name: Joel Greenberg
  Title: Director
     
  ONEX PARTNERS CANADIAN GP INC.
     
  By: /s/ David Copeland
  Name: David Copeland
  Title: Vice President
     
  By: /s/ Derek MacKay
  Name: Derek MacKay
  Title: Vice President

 

  ONEX PARTNERS V GP LIMITED
     
  By: /s/ Kosty Gilis
  Name: Kosty Gilis
  Title: Authorized Person
     
  OPV GEM AGGREGATOR LP.
     
  By: Onex Partners V GP Limited, its General Partner,
     
  By: /s/ Kosty Gilis
  Name: Kosty Gilis
  Title: Authorized Person