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): June 24, 2020

CEC ENTERTAINMENT, INC.

(Exact name of registrant as specified in charter)

Kansas	1-13687	48-0905805
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1707 Market Place Blvd, Suite 200 Irving, Texas	75063
(Address of principal executive offices)	(Zip Code)

(972) 258-8507

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 7.01. Regulation FD Disclosure

On June 24, 2020, CEC Entertainment, Inc. (the “Company”), a nationally recognized leader in family entertainment and dining, issued a press release announcing that the Company and its domestic affiliates had filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01. Other Events

On June 25, 2020, the Company filed a Form 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934 to serve as notice of the suspension of its duty to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Following the date hereof, the Company will cease filing any further periodic reports under the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of CEC Entertainment, Inc. dated June 24, 2020

Cautionary Statement Regarding Forward-Looking Statements

The Company has made statements in this filing and other reports, filings, and other public written and verbal announcements that are forward-looking and therefore subject to risks and uncertainties. All statements, other than statements of historical fact, included in this document are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided thereunder. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters. Any forward-looking statement made in this filing speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Forward-looking statements can be identified by various words such as “expects,”“intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions. These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to management. The Company cautions that these statements are subject to risks and uncertainties, many of which are outside of the Company’s control and could cause future events or results to be materially different from those stated or implied in this document, or to occur at all, including among others, risk factors that are described in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2019 that was filed with the Securities and Exchange Commission on March 12, 2020, and subsequently updated in Current Reports 8-K filed with the SEC on March 27, 2020 and May 11, 2020.

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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.

	CEC ENTERTAINMENT, INC.
Date: June 25, 2020	By:	/s/ James A. Howell
		James A. Howell
		Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1 CEC Entertainment Takes Decisive Action to Strengthen Balance Sheet, Best Position Company for Long-Term Success Through Voluntary Chapter 11 Process Chuck E. Cheese and Peter Piper Pizza locations will continue to re-open in accordance with all CDC, federal, state and local guidelines All U.S. and international franchise partners and corporate entities outside the U.S. are not included in Chapter 11 process IRVING, Texas, June 24, 2020 -- CEC Entertainment, Inc. (“CEC” or the “Company”), a nationally recognized leader in family entertainment and dining, today announced that, in order to overcome the financial strain resulting from prolonged, COVID-19 related venue closures and position the Company for long-term success, CEC Entertainment and its domestic affiliates have filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code. The Company expects to use the time and legal protections made available through the Chapter 11 process to continue discussions with financial stakeholders, as well as critical conversations with its landlords, to achieve a comprehensive balance sheet restructuring that supports its re-opening and longer-term strategic plans. CEC franchised locations operate under separate legal and financial structures and are not included in the Chapter 11 filings. As of June 24, 266 company-operated Chuck E Cheese and Peter Piper Pizza restaurant and arcade venues had safely re-opened, in accordance with all CDC, federal, state and local guidelines. Subject to ongoing negotiations with its landlords, the Company expects to maintain ongoing operations in these locations throughout the Chapter 11 process, providing dine-in, delivery and carry-out services, hosting birthday parties during dedicated hours, and supporting fundraisers and events in the coming weeks and months. The Company also plans to continue opening additional locations each week, steadily bringing more employees back to work. “The Chapter 11 process will allow us to strengthen our financial structure as we recover from what has undoubtedly been the most challenging event in our Company’s history and get back to the business of delivering memories, entertainment, and pizzas for another 40 years and beyond,” said David McKillips, CEC’s Chief Executive Officer. “I am incredibly proud of what the CEC team has achieved over the past year as we launched the All You Can Play value gaming platform, expanded our remodel program and found new ways to engage with families while our venues were closed. I’m confident in the strength of our team and our world-class brands and look forward to more fully implementing our strategic plan as we put these financial challenges behind us.” The Company has filed customary motions with the Bankruptcy Court intended to allow CEC to maintain operations in the ordinary course including, but not limited to, paying employees and continuing existing benefits programs, honoring guest gift cards, and upholding commitments under its franchising and licensing agreements. The motions are typical in the Chapter 11 process and CEC anticipates that they will be heard and approved in the first few days of the Chapter 11 cases. CEC’s Chapter 11 cases will be heard in the United States Bankruptcy Court for the Southern District of Texas. Additional information, including claims information, can be found at https://cases.primeclerk.com/cecentertainment or by contacting Prime Clerk, the Company’s noticing and claims agent, at (877) 930-4313 (for toll-free U.S. and Canada calls) and (347) 899-4582 (for tolled international calls), or by emailing cecentertainmentinfo@primeclerk.com. 1

Weil, Gotshal & Manges LLP is serving as legal counsel, PJT Partners is serving as financial advisor, FTI Consulting is serving as restructuring advisor, and Hilco Real Estate is serving as real estate consultant to CEC in connection with the Company’s Chapter 11 cases. Forward-Looking Statements This press release includes statements that may constitute “forward-looking statements” that are not historical facts, including statements about the beliefs, expectations, estimates, future plans , and strategies of CEC including, but not limited to, statements about the Chapter 11 cases and the Company’s ability to continue operating in the ordinary course while the Chapter 11 Cases are pending. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include factors disclosed in CEC’s annual report on Form 10-K, as amended, for the year ended December 29, 2019, and subsequent reports filed with the Securities and Exchange Commission (the “SEC”), which are available on CEC’s website at https://cecentertainment.gcs-web.com/investor-overview and on the SEC website at www.sec.gov. Additional factors include, but are not limited to, those associated with the Chapter 11 cases of commenced on June 24, 2020. CEC undertakes no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law. About the Company CEC Entertainment, Inc. is a nationally recognized leader in family dining and entertainment with both its Chuck E. Cheese and Peter Piper Pizza restaurants. As the place where over half a million happy birthdays are celebrated every year, Chuck E. Cheese's goal is to create positive, lifelong memories for families through fun, food, and play and is the place Where A Kid Can Be A Kid®. Committed to providing a fun, safe environment, Chuck E. Cheese helps protect families through industry-leading programs such as Kid Check®. As a strong advocate for its local communities, Chuck E. Cheese has donated more than $16 million to schools through its fundraising programs and supports its national charity partner, Boys and Girls Clubs of America. Peter Piper Pizza features dining, entertainment and carryout with a neighborhood pizzeria feel and "pizza made fresh, families made happy" culture. Peter Piper Pizza takes pride in delivering quality food and fun that reconnects family and friends. With a bold design and contemporary layout, an open kitchen revealing much of their handcrafted food preparation, the latest technology and games, and beer and wine for adults, Peter Piper Pizza restaurants appeal to parents and kids alike. As of March 29, 2020, the Company and its franchisees operated a system of 612 Chuck E. Cheese and 122 Peter Piper Pizza venues, with locations in 47 states and 16 foreign countries and territories. For more information, visit chuckecheese.com and peterpiperpizza.com. For CEC Entertainment, Inc. Investors / Media FTI Consulting Angelo Thalassinos / Sarah Rosselet CEC_Communications@fticonsulting.com 2