Emerald's Storied History and Portfolio Optimization

Emerald Holding, Inc. (EEX) is a leading operator of business-to-business trade shows, conferences, and other events primarily in the United States, with a growing international presence. The company has strategically evolved its portfolio over the years, leveraging its events as key market-driven platforms to integrate live experiences, digital tools, data-focused solutions, and e-commerce platforms across three complementary business lines: Connections, Content, and Commerce.

Emerald's origins trace back to June 2013, when certain investment funds managed by an affiliate of Onex Corporation acquired the company's business from an affiliate of Nielsen Holdings N.V. Since then, Emerald has focused on expanding its portfolio of leading events organically, complemented by an increased focus on strategic acquisitions.

In June 2020, Emerald significantly strengthened its financial position by entering into an investment agreement with Onex Partners V LP. This agreement resulted in the issuance of 47.06 million shares of 7% Series A Convertible Participating Preferred Stock to Onex Partners V for $252 million, net of fees and expenses. Concurrently, Emerald completed a rights offering to holders of its outstanding common stock, which was backstopped by Onex Partners V.

On April 18, 2024, Emerald took a significant step in its capital structure evolution by exercising its right to mandate the conversion of all redeemable convertible preferred stock into common stock. This action resulted in the conversion of 71.40 million shares of redeemable convertible preferred stock into 140.78 million shares of common stock, simplifying the company's equity structure.

Throughout its history, Emerald has pursued a strategy of portfolio expansion through both organic growth and strategic acquisitions. In 2022, the company acquired the assets of Bulletin, an online wholesale market, and Advertising Week, a global event and thought leadership platform focused on marketing, media, technology, and culture. The following year, in 2023, Emerald further expanded its portfolio by acquiring the assets of Lodestone, a producer of the Overland Expo series of vehicle-based, adventure travel consumer shows.

In 2020, Emerald strengthened its financial position and growth prospects through a $252 million private placement of redeemable convertible preferred stock with Onex Partners V LP. This capital injection enabled the company to pursue its portfolio optimization strategy, which came to the forefront in 2024. That year, Emerald accelerated its pruning of smaller and less profitable events, permanently discontinuing 28 shows totaling $21.2 million in historic run-rate revenue. This decisive action streamlined the company's portfolio, allowing it to focus resources on its higher-growth, higher-margin event franchises.

Leveraging Strengths Across Connections, Content, and Commerce

Emerald's diversified business model spans three key segments:

1. Connections: This segment encompasses Emerald's portfolio of leading trade shows, conferences, B2C showcases, and a scaled hosted buyer platform. These events typically hold market-leading positions within their respective industry verticals, with significant brand value built over many years. Key verticals include Design, Renovation & Construction; Food; Home, Gift & General Merchandise; Technology, Advertising & Marketing; Industrial; Luxury; and Sports & Outdoor. The Connections segment is Emerald's largest and primary revenue driver, accounting for approximately 89% of total revenues in fiscal years 2024, 2023, and 2022.

2. Content: Emerald's Content division consists of B2B print publications and digital media products that complement the company's event properties, providing industry-specific news and insights across multiple sectors. These offerings facilitate year-round customer engagement, new customer acquisition, and content marketing. The Content segment generated approximately 6% of total revenues in each of the past three fiscal years.

3. Commerce: Through its Elastic Suite and Bulletin platforms, Emerald's Commerce division offers B2B e-commerce and digital merchandising solutions, serving the needs of manufacturers and retailers with a year-round transactional platform. The Commerce segment, accounting for roughly 5% of total revenues, primarily offers software-as-a-service (SaaS) technology that enables year-round B2B buying and selling. Revenue in this segment consists of subscription fees, implementation fees, and professional services.

This diversified business model, combined with Emerald's portfolio optimization efforts, has strengthened the company's financial profile. In fiscal year 2024, Emerald generated revenues of $398.8 million, up 4.2% year-over-year, driven by organic growth of 5.9% and contributions from acquisitions, partially offset by discontinued events. Adjusted EBITDA, excluding event cancellation insurance proceeds, reached $100.2 million, a 5.5% increase compared to the prior year.

Strategic Acquisitions Expand Reach and Expertise

Emerald has supplemented its organic growth with strategic acquisitions that have expanded its reach and expertise. In 2024 and 2025, the company completed several key transactions:

• Hotel Interactive (HI): Acquired in January 2024, HI produces live events with pre-scheduled appointments, connecting decision-makers and suppliers in the hospitality, food service, and healthcare/senior living industries.

• Blockchain Futurist Conference (Futurist): Acquired in May 2024, Futurist and its associated experiences enhance Emerald's footprint in the rapidly growing blockchain and cryptocurrency sectors.

• Glamping Americas: Acquired in August 2024, Glamping Americas produces the only glamping industry event in the Americas, expanding Emerald's presence in the outdoor adventure market.

• GRC World Forums (GRC): Also acquired in August 2024, GRC produces in-person events and livestream experiences in the governance, risk management, and compliance sectors, strengthening Emerald's position in these high-growth areas.

Most recently, in early 2025, Emerald announced two transformative acquisitions:

• This is Beyond: A London-based organizer of luxury travel events, This is Beyond aligns with Emerald's strategy to expand into high-growth, high-margin sectors. The acquisition provides a leading niche in the global luxury travel market, which is expected to see robust long-term growth.

• Insurtech Insights: Acquired in March 2025, Insurtech Insights operates large-scale insurance technology conferences, giving Emerald a foothold in the fast-growing insurance technology industry, where insurers are making substantial investments to improve customer experience, automate processes, and leverage AI and cloud computing.

These strategic acquisitions have further diversified Emerald's portfolio, strengthening its positioning in high-growth verticals and enhancing the company's long-term growth profile. Management expects the combined This is Beyond and Insurtech Insights transactions to contribute approximately $40 million in revenue and $15 million in adjusted EBITDA in 2025.

Financial Strength and Liquidity

Emerald's financial position has been bolstered by its disciplined capital allocation strategy and focus on optimizing its capital structure. In January 2025, the company successfully completed the refinancing of its first lien term loan, upsizing it to $515 million and extending the maturity to 2032. This transaction lowered Emerald's interest expense by 125 basis points, providing greater financial flexibility to execute on strategic priorities.

As of December 31, 2024, Emerald reported a healthy cash balance of $194.8 million and net debt of $214.3 million, resulting in a net leverage ratio of 1.9x trailing 12-month consolidated EBITDA. Pro forma for the recent acquisitions, the company's net leverage ratio increases to just under 3.0x, still within a manageable range.

Emerald's strong cash flow generation has enabled it to return capital to shareholders through a recently reinstated quarterly dividend program, as well as opportunistic share repurchases. In the fourth quarter of 2024, the company repurchased 1.8 million shares for $8.4 million, demonstrating its commitment to enhancing shareholder value.

For the fiscal year 2024, Emerald reported the following financial results:

• Revenue: $398.8 million

• Net income: $2.2 million
• Operating cash flow: $46.8 million
• Free cash flow: $37.0 million

In the fourth quarter of 2024, Emerald's performance was as follows:

• Revenue: $106.8 million

• Net income: $5.1 million
• Year-over-year revenue growth: 5.2%

The increase in Q4 revenue was primarily driven by organic revenue growth of 6.5%, partially offset by scheduling adjustments and discontinued events.

Emerald's liquidity position as of December 31, 2024, was strong:

• Debt/Equity ratio: 1.056

• Cash and cash equivalents: $194.8 million
• Available credit line: $109.3 million in additional borrowing capacity under the $110 million revolving credit facility, after giving effect to $0.7 million of outstanding letters of credit
• Current ratio: 1.27
• Quick ratio: 1.27

Outlook and Key Risks

Looking ahead, Emerald is well-positioned for continued growth. For 2025, the company expects to generate revenues in the range of $450 million to $460 million and adjusted EBITDA of $120 million to $125 million. This implies an adjusted EBITDA margin improvement of approximately 200 basis points, reflecting the benefits of portfolio optimization and the accretive impact of recent acquisitions. The guidance includes the impact of the two recent acquisitions of This is Beyond and Insurtech Insights, which are expected to contribute approximately $40 million in revenue and $15 million in adjusted EBITDA to Emerald's financials in 2025.

That said, Emerald is not without its risks. As a leading events organizer, the company is exposed to macroeconomic conditions and industry-specific trends that can impact attendance and exhibitor participation at its trade shows. Additionally, the company faces competition from both existing players and new entrants in the fragmented trade show industry.

Emerald also relies on the availability and capability of a limited number of outside contractors for critical services such as decoration, facility set-up, and other logistical support. Disruptions to these relationships or the inability to replace these contractors in a timely or cost-effective manner could adversely affect the company's operations.

Furthermore, Emerald is subject to various governmental regulations, including data privacy and consumer protection laws, which continue to evolve, potentially increasing compliance costs and legal exposure.

Despite these risks, Emerald's diversified business model, strategic acquisitions, and focus on portfolio optimization have positioned the company for sustainable growth. As Emerald continues to leverage its market-leading event franchises, diversify into high-growth sectors, and enhance its digital capabilities, the company appears well-equipped to navigate the challenges ahead and deliver value for its shareholders.

Business Overview and Industry Trends

Emerald Holding, Inc. is a leading business-to-business event organizer principally in the United States, with expanding operations in the U.K. and international markets. The company leverages its trade shows as key market-driven platforms, integrating live events, media content, industry insights, digital tools, data-focused solutions and e-commerce platforms into three complementary business lines - Connections, Content and Commerce.

The trade show industry has a compound annual growth rate (CAGR) of approximately 3-5% globally, driven by factors such as the importance of in-person networking and lead generation for businesses. The industry remains highly fragmented, providing opportunities for consolidation.

Emerald has historically grown through strategic acquisitions, having completed four acquisitions in 2024, one in 2023, and two in 2022. These acquisitions have expanded Emerald's event portfolio, content offerings, and e-commerce capabilities, complementing the company's existing businesses.

Human Capital Resources and Corporate Sustainability

As of December 31, 2024, Emerald had 697 full-time employees. The company is focused on supporting the physical, emotional, and financial well-being of its employees while fostering a culture of growth, collaboration, and opportunity.

Emerald is dedicated to advancing its Environmental, Social and Governance (ESG) practices, including minimizing the environmental impact of its events and creating an inclusive work environment. The company has a commitment to sound corporate governance and effective leadership practices.

In conclusion, Emerald Holding, Inc. has demonstrated resilience and adaptability in a dynamic industry landscape. With its strategic focus on portfolio optimization, digital transformation, and accretive acquisitions, Emerald is well-positioned to capitalize on the ongoing recovery in the events industry and drive long-term value for its stakeholders.