0001193125-15-265097.txt : 20150728 0001193125-15-265097.hdr.sgml : 20150728 20150728085433 ACCESSION NUMBER: 0001193125-15-265097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150728 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150728 DATE AS OF CHANGE: 20150728 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 151008391 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 8-K 1 d79593d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 28, 2015

 

 

PARTY CITY HOLDCO INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37344   46-0539758

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

   (I.R.S. Employer
Identification Number)

 

80 Grasslands Road
Elmsford, New York		   10523
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (914) 345-2020

Former name or former address, if changed since last report: N/A

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01 Regulation FD Disclosure

Beginning on July 29, 2015, Party City Holdco Inc.’s indirect subsidiary, Party City Holdings Inc. (“PCHI”) intends to make available to potential lenders certain information regarding the business and operations of the PCHI in connection with a proposed debt refinancing transaction, including refinancing of (i) that certain ABL Credit Agreement, dated as of July 27, 2012, among PC Intermediate Holdings, Inc., PCHI, Party City Corporation (as successor by merger to PC Finance Sub, Inc.), the subsidiaries of the borrowers from time to time party thereto, the financial institutions party thereto as lenders, and Deutsche Bank Trust Company Americas, as Administrative Agent (as amended, restated, supplemented or otherwise modified, the “ABL Credit Agreement”) and (ii) that certain Term Loan Credit Agreement, dated as of July 27, 2012, among PC Intermediate Holdings, Inc., PCHI, Party City Corporation (as successor by merger to PC Finance Sub, Inc.), the subsidiaries of the borrowers from time to time party thereto, the financial institutions party thereto as lenders, and Deutsche Bank Trust Company Americas, as Administrative Agent (as amended, restated, supplemented or otherwise modified, the “Term Loan Credit Agreement”). In addition PCHI intends to redeem $350 million of its outstanding $700 million aggregate principal amount 8.875% senior notes due 2020 (the “Notes”) (the refinancing of the ABL Credit Agreement and the Term Loan Credit Agreement, and the partial redemption of the Notes collectively, the “Refinancing”). Certain portions of that information are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

The consummation of the proposed Refinancing is subject to market and other conditions and there can be no assurance as to the terms of the proposed Refinancing or that the proposed Refinancing, including the partial redemption of the Notes, will occur.

This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This current report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “subject to,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. These forward-looking statements involve a number of risks, uncertainties, and other factors including the failure to consummate the new senior secured credit facility or redemption and potential changes in market conditions that could cause actual results to differ materially from those expressed or implied by such statement. We caution investors not to place undue reliance on these forward-looking statements. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties that we face.

The information contained in this Item 7.01 is intended to be furnished under Item 7.01 of Form 8-K (Regulation FD Disclosure). This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.		    Description
99.1    Certain information presented to potential investors

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      PARTY CITY HOLDCO INC.
Date: July 28, 2015     By:  

/s/ Michael A. Correale

      Michael A. Correale
      Chief Financial Officer

Exhibit Index

 

99.1    Certain information presented to potential investors
 EX-99.1 2 d79593dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Acquisition

During March 2015, we acquired U.K.-based Travis Designs Limited (“Travis Designs”), a designer and distributor of high-end costumes, for approximately $12 million, excluding cash acquired. Travis Designs generated approximately $10 million in sales during 2014.

New Credit Facilities

We plan to refinance our current debt facilities with new indebtedness (the “Refinancing”). Specifically, we are seeking to raise new indebtedness to refinance $90 million outstanding under our ABL credit agreement, $1,094 million outstanding under our term loan credit agreement and redeem $350 million of the $700 million outstanding notes, as of July 15, 2015.

In connection with the Refinancing, we intend to enter into new senior secured credit facilities, which are expected to consist of (i) a $1,340 million senior secured term loan facility and (ii) a $540 million asset-based revolving credit facility (with a seasonal increase to $640 million during a certain period of each calendar year).