0001140361-18-036542.txt : 20180816 0001140361-18-036542.hdr.sgml : 20180816 20180816163125 ACCESSION NUMBER: 0001140361-18-036542 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180814 FILED AS OF DATE: 20180816 DATE AS OF CHANGE: 20180816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 181023649 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Equity Fund VI, L.P. CENTRAL INDEX KEY: 0001375668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 181023650 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel Fund VI, L.P. CENTRAL INDEX KEY: 0001375663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 181023651 BUSINESS ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 227-1050 MAIL ADDRESS: STREET 1: 100 FEDRAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas H. Lee Parallel (DT) Fund VI, L.P. CENTRAL INDEX KEY: 0001429870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 181023652 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Coinvestment Partners, L.P. CENTRAL INDEX KEY: 0001429869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 181023653 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL Operating Partners, L.P. CENTRAL INDEX KEY: 0001429868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 181023654 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: C/O THOMAS H. LEE PARTNERS, L.P. CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Party City Holdco Inc. CENTRAL INDEX KEY: 0001592058 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 460539758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 80 GRASSLANDS ROAD CITY: ELMSFORD STATE: NY ZIP: 10523 BUSINESS PHONE: 914-345-2020 MAIL ADDRESS: STREET 1: 80 GRASSLANDS ROAD CITY: ELMSFORD STATE: NY ZIP: 10523 FORMER COMPANY: FORMER CONFORMED NAME: PC Topco Holdings, Inc. DATE OF NAME CHANGE: 20131114 4 1 form4.xml FORM 4 X0306 4 2018-08-14 0001592058 Party City Holdco Inc. PRTY 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true true 0001375668 Thomas H. Lee Equity Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001375663 Thomas H. Lee Parallel Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429870 Thomas H. Lee Parallel (DT) Fund VI, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429869 THL Coinvestment Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001429868 THL Operating Partners, L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true Common Stock 2018-08-14 4 S 0 10000000 15.5 D 35716258 I See footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the first of two Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, Thomas H. Lee Advisors, LLC. THOMAS H. LEE ADVISORS, LLC By: THL Holdco, LLC, its Managing Member By: /s/Charles P. Holden Name: Charles P. Holden Title: Managing Director 2018-08-16 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC
 
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc.
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018

Footnotes to Form 4

(1) This report is being filed by the following Reporting Persons:  Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VI, L.P. (“THL Equity VI”), Thomas H. Lee Parallel Fund VI, L.P. (“Parallel Fund VI”), Thomas H. Lee Parallel (DT) Fund VI, L.P. (“DT Fund VI”), THL Coinvestment Partners, L.P. (“THL Coinvestment”), THL Operating Partners, L.P. (“THL Operating”), THL PC Topco, L.P. (“THL Topco”), THL Equity Fund VI Investors (PC), L.P. (“THL PC”) together with THL Equity VI, Parallel Fund VI, DT Fund VI, THL Coinvestment, THL Operating, THL Topco and THL PC, (the “THL Funds”) as well as Great-West Investors, L.P. (“Great West”) and Putnam Investments Employees’ Securities Company III LLC (“Putnam III”); Todd M. Abbrecht and Douglas A. Haber. This Form 4 is in two parts and is jointly filed with the Reporting Persons in both parts. See Remarks.

(2) THL Advisors is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI, LLC (“THL Advisors VI”), which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating, THL Topco and THL PC.  THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III.

(3) Each of the Reporting Persons disclaims beneficial ownership of the securities listed in this report, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.

(4) Represents shares of common stock held directly and sold by THL Topco, although such shares are beneficially owned by the following entities:  4,269,281 shares sold by THL Equity VI; 2,890,931 shares sold by Parallel Fund VI; 504,988 shares sold by DT Fund VI; 137,569 shares sold by THL Coinvestment; 11,131 shares sold by THL Operating; 2,141,749 shares sold by THL PC; 22,214 shares sold by Great West; and 22,137 shares sold by Putnam III.

(5) Represents shares of common stock held directly following the transaction by THL Topco, although such shares are beneficially owned by the following entities:  15,248,277 shares owned by THL Equity VI; 10,325,322 shares owned by Parallel Fund VI; 1,803,626 shares owned by DT Fund VI; 491,343 shares owned by THL Coinvestment; 39,757 shares owned by THL Operating; 7,649,528 shares owned by THL PC; 79,341 shares owned by Great West; and 79,064  shares owned by Putnam III.


 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Equity Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director

Dated:  August 16, 2018

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Parallel Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director

Dated:  August 16, 2018

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Parallel (DT) Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director

Dated:  August 16, 2018

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Coinvestment Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director

Dated: August 16, 2018

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Operating Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL OPERATING PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director

Dated:  August 16, 2018

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL PC Topco, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL PC TOPCO, L.P.
By: THL Equity Advisors VI, LLC, its Manager
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director

Dated: August 16, 2018

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Equity Fund VI Investors (PC), L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY FUND VI INVESTORS (PC), L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director

Dated:  August 16, 2018

Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Great-West Investors, LP
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

GREAT-WEST INVESTORS, LP
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director

Dated:  August 16, 2018

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Putnam Investments Employees’ Securities Company III, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
By: Putnam Investment Holdings, LLC, its Managing Member
By: Putnam Investments, LLC, its Managing Member
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director

Dated: August 16, 2018

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Todd M. Abbrecht
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

/s/ Todd M. Abbrecht  
Todd M. Abbrecht
 

Dated:  August 16, 2018

Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Douglas A. Haber
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
August 14, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

  /s/ Douglas A. Haber  
 
Douglas A. Haber
  

Dated: August 16, 2018