Announcement • Jul 16

Apollo Global Management, Inc. (NYSE:APO) completed the acquisition of Emerald Holding, Inc. (NYSE:EEX) from a group of shareholders.

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. Upon closing of the transaction, Paul Miller, current Chief Executive Officer of Questex, will lead the combined company as Chief Executive Officer. In addition, Hervé Sedky will transition from his current role as President and Chief Executive Officer of Emerald to serve as a senior advisor to the combined company. In addition, the combined company has made the following appointments to the executive leadership team: Vince DiMaggio, named as Chief Financial Officer; Issa Jouaneh, named as Chief Operating Officer; Kate Spellman, named as Chief Commercial Officer; Kurt Nelson, named as Chief Talent Officer; and Sara Altschul, named as Chief Legal Officer and Company Secretary. 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. Akin Gump Strauss Hauer & Feld LLP acted as legal advisor for Apollo Global Management, Inc. Apollo Global Management, Inc. (NYSE:APO) completed the acquisition of Emerald Holding, Inc. (NYSE:EEX) from a group of shareholders on July 14, 2026. With the completion of the acquisition, Emerald’s common stock has ceased trading and will no longer be listed on the New York Stock Exchange.

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