Apollo Global Management, Inc. (NYSE:APO) entered into an Agreement and Plan of Merger to acquire Emerald Holding, Inc. (NYSE:EEX) from a group of shareholders for approximately $1 billion on May 9, 2026. A cash consideration valued at $5.03 per share will be paid by Apollo Global Management, Inc. Under the terms of agreement, Emerald consists of 197,909,463 issued and outstanding shares, 16,162,581 Shares subject to Company Stock Options, and 1,859,438 Shares subject to Company RSUs. The transaction will be financed by Barclays Bank PLC, Bank of America, N.A., Deutsche Bank AG New York Branch, Royal Bank of Canada, UBS AG, Stamford Branch, and Wells Fargo Bank, National Association consisting of a term loan facility in an aggregate principal amount equal to $765 million. In case of termination of transaction, Onex Partners Manager LP, Onex Corporation, Onex Partners V LP, Onex Partners III, L.P., Onex Partners III GP LP, Onex US Principals LP and Onex Advisor Subco III LLC will pay a termination fee of $84 million. Emerald is required to pay a termination fee of $84 million if the Board changes its recommendation regarding the Merger. In a separate but related transaction, Apollo Global Management, Inc. also entered into definitive agreement to acquire Questex, LLC. Upon completion of the transaction, Emerald will cease trading on the New York Stock Exchange and become a private company owned by the Apollo Funds.

The transaction is expected to be completed in the second half of 2026, subject to the satisfaction of certain customary closing conditions including the Emerald's receipt of the Written Consent, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, regulatory approvals, and approvals and clearance under the antitrust laws of certain other jurisdictions, and the absence of certain orders or laws prohibiting the consummation of the Merger. The board of directors and shareholders of Emerald approved the Merger Agreement.

Jeffrey Kochian, Gerald Brant, and Brittany Harrison of Sidley Austin LLP acted as legal advisor for Apollo Global Management, Inc. The team of Fried, Frank, Harris, Shriver & Jacobson LLP led by Erica Jaffe, Christopher Ewan, Daniel J. Bursky, Lee T. Barnum, Amy L. Blackman, Alan S. Kaden, Ezra Schneck, Tobias Caspary, Aleksandr B. Livshits, Ryan L. Conley and Tristan Schmidt acted as legal advisor and Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider for Emerald Holding, Inc. The Company has agreed to pay Goldman Sachs a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $21.0 million, $1.5 million of which became payable upon the presentation by Goldman Sachs to the Company Board of the results of the study that enabled Goldman Sachs to render its opinion, and the remainder of which is contingent upon consummation of the Merger. RBC Capital Markets, LLC, RAN Advisory PLLC and PJT Partners LP acted as financial advisors for Apollo Global Management, Inc. Latham & Watkins LLP advises on financing sources supporting the transaction. William Blair & Company, L.L.C. and Solomon Partners, LP acted as financial advisors to Onex Partners. Computershare Trust Company, N.A. acted as transfer agent to Emerald.