Filed with the Securities and Exchange Commission on September 2, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Party City Holdco Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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46-0539758
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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80 Grasslands Road
Elmsford, NY 10523
Telephone: (914) 345-2020
(Address, including zip code, and telephone number, including area code of principal executive offices)
James M. Harrison
Chief
Executive Officer
80 Grasslands Road
Elmsford, NY 10523
Telephone: (914) 345-2020
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Julie H.
Jones, Esq.
Michael R. Littenberg, Esq.
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, Massachusetts 02199-3600
Telephone: (617) 951-7000
Fax: (617) 951-7050
Approximate
date of commencement of proposed sale to the public:
From time to time after the effectiveness of the Registration Statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price
per Share (1)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share
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89,222,680
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$17.21
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1,535,522,322.80
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154,627.10
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(1)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. In accordance with Rule 457(c) of the Securities Act of 1933, as amended,
the price shown is the average of the high and low selling prices of the common stock on September 1, 2016 as reported on The New York Stock Exchange.
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The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor does it seek an offer to
buy these securities, in any jurisdiction where the offer or sale is not permitted.
Subject to Completion dated September 2, 2016
Party City Holdco Inc.
Common stock
The selling stockholders
identified in this prospectus may offer and sell from time to time, in one or more series or issuances and on terms that will be determined at the time of the applicable offering, 89,222,680 shares of common stock. We will not receive any of the
proceeds from the sale of shares of our common stock by the selling stockholders.
This prospectus describes the general manner in which the shares of our
common stock may be offered and sold by the selling stockholders. We will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus.
You should carefully read this prospectus and the applicable prospectus supplement, together with the documents we incorporate by reference, before you invest in our common stock.
Our common stock is listed on The New York Stock Exchange under the symbol “PRTY.” On September 1, 2016, the last sale price of our common stock as
reported on The New York Stock Exchange was $17.22 per share.
Investing in our common
stock involves substantial risk. See “
Risk factors
” referenced on page 2 of this prospectus to read about factors you should consider before buying our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus
dated , 2016.
TABLE OF CONTENTS
We are responsible for the information contained and incorporated by reference in this prospectus, any accompanying
prospectus supplement and any free writing prospectuses. We have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference into this prospectus, any accompanying
prospectus supplement or any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus and any accompanying
prospectus supplement are an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus and any prospectus supplement is current only as
of the date of the applicable document.
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ABOUT THIS PROSPECTUS
Unless the context requires otherwise, references in this prospectus to the “Company”, “Party City”, “we”,
“us” and “our” refer to Party City Holdco Inc. and its consolidated subsidiaries.
This prospectus is part of a
registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (“Securities Act”), using a “shelf” registration process. Under this
shelf registration process, the selling stockholders may, on a continuous basis, in one or more offerings, sell or otherwise dispose of up to 89,222,680 shares of common stock. This prospectus incorporates by reference important business and
financial information about us that is not included in or delivered with this document. You should read the additional information described under “Where You Can Find More Information” and “Incorporation of Certain Information by
Reference.”
We will not receive any proceeds from the sale or other disposition of the shares of common stock registered hereunder.
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ABOUT PARTY CITY
We are the leading party goods retailer by revenue in North America and, we believe, the largest vertically integrated supplier of decorated
party goods globally by revenue. With over 900 locations (inclusive of approximately 180 franchised stores), we have the only coast-to-coast network of party superstores in the U.S. and Canada. Our stores make it easy and fun to enhance special
occasions with a differentiated shopping experience and an unrivaled assortment of innovative and exciting merchandise offered at a compelling value. During the Halloween selling season, we also operate a network of approximately 300 temporary
stores under the Halloween City banner.
Founded in 1947, we started as an importer and wholesaler of select party goods and grew to offer
a broad selection of decorated party supplies including paper and plastic tableware, metallic and latex balloons, novelties, costumes and other garments and stationery for everyday, themed and seasonal events. Through a series of acquisitions
starting in 2005, we built a powerful retail operation that captures the full manufacturing-to-retail margin on a significant portion of the products sold in our stores. Based on our revenues, we believe we are the largest global designer,
manufacturer and distributor of decorated party supplies with products found in over 40,000 retail outlets worldwide, including our own stores as well as independent party supply stores, mass merchants, grocery retailers, dollar stores and others.
Our products are available in over 100 countries with the U.K., Germany, Australia and France among the largest end markets for our products outside of North America.
Party City Holdco Inc. is a Delaware corporation. Our executive offices are located at 80 Grasslands Road, Elmsford, New York 10523 and our
telephone number at that location is (914) 345-2020. Our website address is http://www.PartyCity.com. Our website, and the information contained on our website, is not part of this prospectus.
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RISK FACTORS
An investment in our common stock involves various risks. You should carefully read and consider the risk factors included in the documents
incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and any subsequent Quarterly Reports on Form 10-Q, and the “Risk Factors” section in the applicable
prospectus supplement. See “Where You Can Find More Information.”
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, the accompanying prospectus supplement and the documents incorporated by reference herein and therein contain forward-looking
statements within the meaning of federal securities laws that relate to future events or our future financial performance. In many cases, you can identify forward-looking statements by terminology such as “aim”, “anticipate”,
“assume”, “believe”, “can have”, “continue”, “could”, “due”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “likely”,
“may”, “objective”, “outlook”, “plan”, “potential”, “positioned”, “predict”, “pro forma”, “project”, “should”, “target”, “will”,
“would” or the negative of these terms or other comparable terminology. These forward-looking statements are made based on our management’s expectations and beliefs concerning future events affecting us and are subject to
uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These uncertainties and other factors could cause our actual results to differ materially
from those matters expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Important factors that may cause actual results to differ materially from the results expressed or implied by these
forward-looking statements are set forth under “Risk Factors” in our most recent Annual Report on Form 10-K incorporated by reference in this prospectus, any subsequent Quarterly Reports on Form 10-Q and the applicable prospectus
supplement. These forward-looking statements are based on information available to us on the date each forward-looking statement is made. We undertake no obligation, except as may be required by law, to publicly update or revise any of the
forward-looking statements, whether as a result of new information, future events or otherwise.
Some of the important factors that could
cause our actual results, performance or financial condition to differ materially from expectations are:
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we operate in a competitive industry, and our failure to compete effectively could cause us to lose our market share, revenues and growth prospects;
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a decrease in our Halloween sales could have a material adverse effect on our operating results for the year;
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our failure to appropriately respond to changing merchandise trends and consumer preferences could significantly harm our customer relationships and financial performance;
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our business may be adversely affected by fluctuations in commodity prices;
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we may not be able to successfully implement our store growth strategy;
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our business is sensitive to consumer spending and general economic conditions, and an economic slowdown could adversely affect our financial performance;
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our international operations subject us to additional risks, which risks and costs may differ in each country in which we do business and may cause our profitability to decline;
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our substantial indebtedness and lease obligations could adversely affect our financial flexibility and our competitive position;
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movements in foreign exchange rates could cause our profitability to decline;
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we may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful; and
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investment funds affiliated with Thomas H. Lee Partners, L.P. (“THL”) and Advent International Corporation (“Advent” and, together with THL, the “Principal Stockholders”) have the ability
to control the outcome of matters submitted for stockholder approval and may have interests that differ from those of our other stockholders.
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The above is not a complete list of factors or events that could cause actual results to differ
from our expectations, and it is not possible for us to predict all of them. We derive many of our forward-looking statements from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our
assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to
differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q incorporated by reference in this prospectus and the “Risk Factors” section in the applicable prospectus supplement. All written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in this prospectus, the accompanying prospectus supplement and the documents incorporated by reference herein and
therein, as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus, the accompanying prospectus supplement
and the documents incorporated by reference herein and therein in the context of these risks and uncertainties.
Potential investors and
other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. These forward-looking statements speak only as of the date of
this prospectus, the accompanying prospectus supplement or the documents incorporated by reference herein. Except as required by law, we undertake no obligation to update or revise any forward-looking statements publicly whether as a result of new
information, future developments or otherwise.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.
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DESCRIPTION OF CAPITAL STOCK
As of August 15, 2016, the total amount of our authorized common stock consisted of 300,000,000 shares of common stock, par value $0.01
per share, and we had 119,443,442 shares of common stock issued and outstanding, of which 87,557,952 was held by the Principal Stockholders, and no shares of preferred stock were issued or outstanding. As of July 31, 2016, we had 44
stockholders of record of common stock and had outstanding options to purchase 8,324,151 shares of common stock.
The discussion set forth
below describes our capital stock, our amended and restated certificate of incorporation and bylaws. We urge you to read the full text of our amended and restated certificate of incorporation and bylaws, which are included as exhibits to our Annual
Report on Form 10-K for the year ended December 31, 2015.
Common Stock
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any
dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that is outstanding at the time of the dividend.
In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available
for distribution to stockholders after payment of all debts and other liabilities, subject to the prior rights of any outstanding preferred stock.
The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of shares of any series of
preferred stock that we may designate and issue in the future.
Preferred Stock
Under our amended and restated certificate of incorporation, our board of directors has the authority, without further action by our
stockholders, except as described below, to issue up to 15,000,000 shares of preferred stock in one or more series and to fix the voting powers, designations, preferences and the relative participating, optional or other special rights and
qualifications, limitations and restrictions of each series, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. Because the board of directors
has the power to establish the preferences and rights of the shares of any additional series of preferred stock, it may afford holders of any preferred stock preferences, powers and rights, including voting and dividend rights, senior to the rights
of the holders of the common stock, which could adversely affect the holders of the common stock and could discourage a takeover of us even if a change of control of our company would be beneficial to the interests of our stockholders.
Anti-takeover Effects of the Delaware General Corporation Law (the “DGCL”) and our Amended and Restated Certificate of Incorporation and Bylaws
Our amended and restated certificate of incorporation and our bylaws contain provisions that may delay, defer or discourage another
party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire
control of us to first negotiate with the board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give the board of directors the power to discourage
acquisitions that some stockholders may favor.
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Classified Board of Directors
Our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving
staggered three-year terms. Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase
in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our amended and restated certificate of incorporation and our bylaws also provide that,
prior to the date on which the Principal Stockholders own less than 50% of our outstanding common stock, a director may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of our outstanding
shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. At and following the date on which the Principal Stockholders own less than 50% of our outstanding common stock, a director may be
removed only for cause by the affirmative vote of the holders of at least 75% of the voting power of our outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on
our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our classified board of directors could have the effect of delaying or
discouraging an acquisition of us or a change in our management.
Action by Written Consent
The DGCL provides that, unless otherwise stated in a corporation’s certificate of incorporation, the stockholders may act by written
consent without a meeting. Our certificate of incorporation provides that after the Principal Stockholders collectively own less than 50% of our outstanding common stock, any action required or permitted to be taken by our stockholders at an annual
meeting or special meeting of the stockholders may only be taken at an annual or special meeting before which it is properly brought, and not by written consent without a meeting. As a result, THL and Advent will be able to act by written consent so
long as they collectively own at least 50% of our outstanding common stock.
Special Meeting of Stockholders and Advance Notice
Requirements for Stockholder Proposals
Our amended and restated certificate of incorporation and bylaws provide that, except as
otherwise required by law, special meetings of the stockholders can only be called by (a) our chairman or vice chairman of the board of directors or (b) the board of directors through a special resolution.
In addition, our bylaws require advance notice procedures for stockholder proposals to be brought before an annual meeting of the
stockholders, including the nomination of directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or any committee
thereof, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered a timely written notice in proper form to our secretary, of the stockholder’s intention to bring such
business before the meeting.
These provisions could have the effect of delaying until the next stockholder meeting any stockholder
actions, even if they are favored by the holders of a majority of our outstanding voting securities.
Amendment to Amended and
Restated Certificate of Incorporation and Bylaws
The DGCL provides generally that the affirmative vote of a majority of the
outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a
greater percentage. Our bylaws may be amended or repealed by a majority vote of our board of directors or, in addition to any other vote otherwise required by law, prior to the date on which the Principal Stockholders own less than 50% of our
outstanding common stock, by the holders of a majority of the voting power of our outstanding shares of capital stock entitled to vote, which such majority must include at least two-thirds of the shares then
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held by the Principal Stockholders. At and following the date on which the Principal Stockholders own less than 50% of our outstanding common stock, the affirmative vote of at least two-thirds of
the voting power of the outstanding shares of capital stock entitled to vote shall be required to award or repeal our bylaws. Additionally, the affirmative vote of at least two-thirds of the voting power of the outstanding shares of capital stock
entitled to vote on the adoption, alteration, amendment or repeal of our amended and restated certificate of incorporation, voting as a single class, is required to amend or repeal or to adopt any provision inconsistent with the “Classified
Board of Directors,” “Action by Written Consent,” “Special Meetings of Stockholders,” “Amendments to Certificate of Incorporation and Bylaws” and “Business Combinations” provisions described in our
amended and restated certificate of incorporation; provided, however, that so long as the Principal Stockholders collectively beneficially own (directly or indirectly) more than 50% of the outstanding shares of our common stock, such
alteration, amendment, repeal or adoption will be approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock entitled to
vote. These provisions may have the effect of deferring, delaying or discouraging the removal of any anti-takeover defenses provided for in our amended and restated certificate of incorporation and our bylaws.
Renouncement of Corporate Opportunity
Our amended and restated certificate of incorporation provides that we renounce any interest or expectancy in, or in being offered an
opportunity to participate in, any business opportunity that may from time to time be presented to Exempted Persons (as defined therein) and that may be a business opportunity for such Exempted Person, even if the opportunity is one that we might
reasonably have pursued or had the ability or desire to pursue if granted the opportunity to do so. No such Exempted Person will be liable to us for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact
that such person, acting in good faith, pursues or acquires any such business opportunity, directs any such business opportunity to another person or fails to present any such business opportunity, or information regarding any such business
opportunity, to us. None of the Exempted Persons or their representatives has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us or any of our subsidiaries. In addition, the
affirmative vote of 80% of the voting power of the outstanding shares of capital stock entitled to vote on the adoption, alteration, amendment or repeal of our amended and restated certificate of incorporation, voting together as a single
class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with provisions related to the “Renouncement of Corporate Opportunity.”
Business Combinations
We have opted out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:
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prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction
commenced, excluding certain shares; or
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at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66
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% of the outstanding voting stock that is not owned by the interested stockholder.
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Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to
the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting
stock.
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Under certain circumstances, this provision will make it more difficult for a person who would be
an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance with our board of directors
because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have
the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Our amended and restated certificate of incorporation provides that the Principal Stockholders, their respective affiliates and associates,
and any of their respective direct or indirect transferees of at least 5% of our outstanding common stock and any group as to which such persons are party to, do not constitute “interested stockholders” for purposes of this provision.
Exclusive Jurisdiction for Certain Actions
Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in the
name of the Company, actions against directors, officers and employees for breach of a fiduciary duty and other similar actions, may be brought only in specified courts in the State of Delaware. Although we believe this provision benefits us by
providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is Computershare Trust Company, N.A. Its address is 250 Royall Street, Canton, NA 02021. Its telephone number is (800)736-3001.
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SELLING STOCKHOLDERS
The following table and footnotes set forth information with respect to the beneficial ownership of our common stock as of August 15,
2016. The selling stockholders named in this prospectus may offer to sell from time to time up to 89,222,680 shares of our common stock, as provided in this prospectus under the section entitled “Plan of Distribution” and in any applicable
prospectus supplement. However, we do not know when or in what amount each selling stockholder may offer its shares for sale under this prospectus.
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Maximum
Number of
Shares That
May be
Offered
Pursuant to
This
Prospectus
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Shares Owned Prior to
the Offering
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Shares Owned After
the Offering
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Name
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Number of
Shares
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Percentage
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Number of
Shares
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Percentage
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Funds affiliated with Thomas H. Lee Partners, L.P. (1)
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65,157,952
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54.60%
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65,157,952
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Funds managed by Advent International Corporation (2)
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22,400,000
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18.77%
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22,400,000
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Gerald C. Rittenberg (3)
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705,456
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705,456
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James M. Harrison (4)
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234,969
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*
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234,969
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Harrison Family 2010 Trust
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393,019
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*
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393,019
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Gregg A. Melnick (5)
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262,528
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*
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262,528
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|
|
Michael A. Correale (6)
|
|
|
68,756
|
|
|
*
|
|
|
68,756
|
|
|
|
|
|
|
|
|
|
|
*
|
Represents beneficial ownership of less than 1%.
|
|
(1)
|
Funds affiliated with Thomas H. Lee Partners, L.P. (the “THL Funds”) own 100% of THL PC Topco, L.P., which in turn owns shares of our common stock. Voting and investment determinations with respect to the
securities held by the THL Funds are made by a management committee (the “THL Committee”) consisting of Todd M. Abbrecht, Anthony J. DiNovi, Thomas M. Hagerty, Seth N. Lawry, Soren L. Oberg, Scott M. Sperling and Kent R. Weldon, and as
such each member of the THL Committee may be deemed to share beneficial ownership of the securities held or controlled by the THL Funds. Each member of the THL Committee disclaims beneficial ownership of such securities. The address of the THL Funds
and each member of the THL Committee is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, Boston, Massachusetts 02110.
|
|
(2)
|
Funds managed by Advent own 100% of Advent Party City Acquisition L.P., which in turn owns shares of our common stock. With respect to any shares held by funds managed by Advent International Corporation, a number of
individuals currently composed of David M. Mussafer, Steven M. Tadler and David M. McKenna, none of whom have individual voting or investment power, exercises voting and investment power over any shares beneficially owned by Advent International
Corporation. The address of Advent International Corporation is 75 State Street, Boston, MA 02109.
|
|
(3)
|
Includes shares held indirectly by Gerald C. Rittenberg, our Executive Chairman and a director of the Company, including: 345,734 shares held by Ritts Enterprises LLC, 163, 061 shares held by Garrett J. Rittenberg
Self-Settled Trust u/a/d June 28, 2008, 154,661 shares held by Craig M. Rittenberg Self-Settled Trust u/a/d June 28, 2008, 14,000 shares held by Charles Arthur Rittenberg 2008 Trust, 14,000 shares held by Jack Dolliver Rittenberg 2013
Trust, and 14,000 shares held by Theodore Frederick Rittenberg 2014 Trust.
|
|
(4)
|
Includes shares held by James M. Harrison, our Chief Executive Officer and a director of the Company, including 10,969 shares that Mr. Harrison holds directly and 224,000 shares held by BJM
2
LLC.
|
|
(5)
|
Includes shares held by Gregg A. Melnick, our President, including 44,800 shares that Mr. Melnick holds directly and 217,728 shares held by the Melnick 2008 Family Trust.
|
|
(6)
|
Includes 68,756 shares held by Michael A. Correale, our Chief Accounting Officer and our former Chief Financial Officer.
|
10
PLAN OF DISTRIBUTION
The selling stockholders may sell the securities offered hereby in one or more of the following ways (or in any combination there) from time
to time:
|
|
•
|
|
to or through underwriters;
|
|
|
•
|
|
through brokers or dealers;
|
|
|
•
|
|
directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions;
|
|
|
•
|
|
through a combination of such methods; or
|
|
|
•
|
|
through any other method permitted by applicable law.
|
A prospectus supplement will describe
the terms of the offering of the common stock, including the following:
|
|
•
|
|
the name or names of any underwriters, dealers or agents and the amount of common stock underwritten or purchased by each of them;
|
|
|
•
|
|
the public offering price of the common stock, the proceeds to the selling stockholders, and any discounts, commissions or concessions allowed or reallowed or paid to underwriters, dealers or agents, and other items
constituting underwriters’, dealers’ or agents’ compensation;
|
|
|
•
|
|
any delayed delivery arrangements; and
|
|
|
•
|
|
information about the selling stockholders, including the relationship between the selling stockholders and us.
|
Any offering price and any discounts or concessions allowed or reallowed or paid to dealers will be specified in the prospectus supplement and
may be changed from time to time.
Only the agents or underwriters named in the prospectus supplement are agents or underwriters in
connection with the common stock being offered thereby.
The selling stockholders may authorize underwriters, dealers or other persons
acting as our agents to solicit offers by certain institutions to purchase securities from the selling stockholders pursuant to delayed delivery contracts providing for payment and delivery on the date stated in each applicable prospectus
supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in each applicable prospectus supplement.
Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases
be subject to our approval. Delayed delivery contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.
Agents, underwriters and other third parties described above may be entitled to indemnification by us and the selling stockholders against
certain civil liabilities, including liabilities under the Securities Act, or to contribution from us and the selling stockholders with respect to payments which the agents, underwriters or third parties may be required to make in respect thereof.
Agents, underwriters and such other third parties may be customers of, engage in transactions with, or perform services for us or the selling stockholders in the ordinary course of business. We and the selling stockholders may also use underwriters
or such other third parties with whom we or such selling stockholders have a material relationship. We and the selling stockholders will describe the nature of any such relationship in the applicable prospectus supplement.
11
Certain underwriters may use this prospectus and any accompanying prospectus supplement for
offers and sales related to market-making transactions in our common stock. These underwriters may act as principal or agent in these transactions, and the sales will be made at prices related to prevailing market prices at the time of sale. Any
underwriters involved in the sale of our common stock may qualify as “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. In addition, the underwriters’ commissions, discounts or concessions may qualify as
underwriters’ compensation under the Securities Act and the rules of the Financial Industry Regulatory Authority.
Our common stock
is listed on The New York Stock Exchange. Underwriters may make a market in our common stock, but will not be obligated to do so and may discontinue any market making at any time without notice. We can make no assurance as to the development,
maintenance or liquidity of any trading market in our common stock.
Certain persons participating in an offering may engage in
overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Overallotment involves sales in
excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of
our common stock in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the shares of common stock originally sold by the dealer are
purchased in a covering transaction to cover short positions. Those activities may cause the price of our common stock to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of these activities at any time.
12
LEGAL MATTERS
The validity of the issuance of the shares of common stock to be offered hereby will be passed upon for us by Ropes & Gray LLP,
Boston, Massachusetts. Ropes & Gray LLP and certain of its attorneys have, in the aggregate, an indirect interest in less than 1% of our common stock, including through limited partnership interests in funds associated with the Principal
Stockholders.
EXPERTS
The consolidated financial statements of Party City Holdco Inc. included in Party City Holdco Inc.’s Annual Report on Form 10-K for the
year ended December 31, 2015 (including Schedules appearing therein) have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein
by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of our common stock being
offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the shares of our common
stock, reference is made to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. We are required to file annual, quarterly and current
reports, proxy statements and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549.
Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the
operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s website at
www.sec.gov
.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus information we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information in documents that we file later with the SEC will automatically update and
supersede information in this prospectus. We incorporate by reference into this prospectus the documents listed below and any future filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, except for
information “furnished” under Items 2.02, 7.01 or 9.01 on Form 8-K or other information “furnished” to the SEC which is not deemed filed and not incorporated in this prospectus, until the termination of the offering of securities
described in the applicable prospectus supplement. We hereby incorporate by reference the following documents:
|
|
•
|
|
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 14, 2016 (File No. 001-37344);
|
|
|
•
|
|
Portions of the Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 26, 2016 (File No. 001-37344), that are incorporated by reference into Part III of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2015, filed with the SEC on March 14, 2016;
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|
|
•
|
|
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, filed with the SEC on May 13, 2016 (File No. 001-37344), and June 30, 2016, filed with the SEC on August 9, 2016 (File
No. 001-37344);
|
13
|
|
•
|
|
Our Current Reports on Form 8-K, filed with the SEC on March 7, 2016, April 8, 2016, June 21, 2016 and July 21, 2016 (File No. 001-37344); and
|
|
|
•
|
|
The description of capital stock contained in the Registration Statement on Form 8-A, as filed with the SEC on April 10, 2015 (File No. 001-37344 ), as supplemented by the “Description of Capital
Stock” found on page 6 of this prospectus and including any amendments or reports filed for the purpose of updating such description.
|
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
Party City Holdco Inc.
80
Grasslands Road
Elmsford, NY 10523
(914) 345-2020
Attn: Corporate
Secretary
Copies of these filings are also available, without charge, on the SEC’s website at www.sec.gov and on our website at
www.investor.partycity.com as soon as reasonably practicable after they are filed electronically with the SEC. The information contained on our website is not a part of this prospectus.
14
89,222,680 Shares
Party
City Holdco Inc.
Common Stock
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable by us, other than underwriting discounts and commissions, in connection with the
sale and distribution of the securities being registered.
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|
|
|
|
|
|
Securities and Exchange Commission registration fee
|
|
$
|
154,627.10
|
|
|
FINRA filing fee
|
|
|
*
|
|
|
Printing and engraving expenses
|
|
|
*
|
|
|
Legal fees and expenses
|
|
|
*
|
|
|
Accounting fees and expenses
|
|
|
*
|
|
|
Transfer Agent and Registrar fees
|
|
|
*
|
|
|
Miscellaneous
|
|
|
*
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
|
|
|
|
|
|
*
|
An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement.
|
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware provides as follows:
|
(a)
|
A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere
or its equivalent shall
not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
|
|
(b)
|
A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
|
II-1
As permitted by the Delaware General Corporation Law, we have included in our amended and
restated certificate of incorporation a provision to eliminate the personal liability of our directors for monetary damages for breach of their fiduciary duties as directors, subject to certain exceptions. In addition, our amended and restated
bylaws contain a provision indemnifying our directors and officers to the fullest extent permitted under applicable law for all liability and loss suffered by them in connection with performance of their duties as directors and officers of the
Company, subject to certain exceptions, and provide that we may advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified.
We have entered into indemnification agreements with our directors and officers. These agreements provide broader indemnity rights than those
provided under the Delaware General Corporation Law and our amended and restated certificate of incorporation and our amended and restated bylaws. The indemnification agreements are not intended to deny or otherwise limit third-party or derivative
suits against us or our directors or officers, but to the extent a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third-party suit would be borne by us, and we would not
benefit from derivative recoveries against the director or officer. Such recoveries would accrue to our benefit but would be offset by our obligations to the director or officer under the indemnification agreement.
Underwriting agreements that we enter into from time to time may provide that the underwriters are obligated, under certain circumstances, to
indemnify our directors, officers and controlling persons against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
We maintain directors’ and officers’ liability insurance for the benefit of our directors and officers.
Item 16. Exhibits.
See Exhibit
Index following the signature page.
Item 17. Undertakings.
|
(a)
|
The undersigned registrant hereby undertakes:
|
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
Provided, however
, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply
if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
II-2
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is a part of the registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
|
(i)
|
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and
|
|
|
(ii)
|
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
Provided, however
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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|
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other
communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
II-3
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue.
|
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elmsford, State of New York on September 2, 2016
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Party City Holdco Inc.
|
|
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|
By:
|
|
/s/ James M. Harrison
|
|
|
|
Name: James M. Harrison
|
|
|
|
Title: Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James M. Harrison, Daniel
J. Sullivan and Michael A. Correale, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments to this Registration Statement), and file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated:
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|
|
|
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|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ James M. Harrison
James M. Harrison
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Daniel J. Sullivan
Daniel J. Sullivan
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Michael A. Correale
Michael A. Correale
|
|
Chief Accounting Officer
(Principal Accounting Officer)
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Gerald C. Rittenberg
Gerald C. Rittenberg
|
|
Executive Chairman and Director
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Todd M. Abbrecht
Todd M. Abbrecht
|
|
Director
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Jefferson M. Case
Jefferson M. Case
|
|
Director
|
|
September 2, 2016
|
II-5
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Steven J. Collins
Steven J. Collins
|
|
Director
|
|
September 2, 2016
|
|
|
|
|
|
/s/ William S. Creekmuir
William S. Creekmuir
|
|
Director
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Uttam K. Jain
Uttam K. Jain
|
|
Director
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Lisa K. Klinger
Lisa K. Klinger
|
|
Director
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Norman S. Matthews
Norman S. Matthews
|
|
Director
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Joshua M. Nelson
Joshua M. Nelson
|
|
Director
|
|
September 2, 2016
|
|
|
|
|
|
/s/ Morry J. Weiss
Morry J. Weiss
|
|
Director
|
|
September 2, 2016
|
II-6
EXHIBIT INDEX
|
|
|
|
Exhibit
Number
|
|
Exhibit Title
|
|
|
|
|
1.1
|
|
Form of Underwriting Agreement*
|
|
|
|
|
4.1
|
|
Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to Party City Holdco Inc.’s Registration Statement on Form S-1 dated March 26, 2015)
|
|
|
|
|
4.2
|
|
Form of Amended and Restated Stockholders Agreement among Party City Holdco Inc., THL PC Topco, L.P., Advent-Party City Acquisition Limited Partnership and certain other stockholders of Party City Holdco Inc. (incorporated by
reference to Exhibit 4.2 to Party City Holdco Inc.’s Form 8-K dated April 21, 2015)
|
|
|
|
|
4.3
|
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Form of Amended and Restated Registration Rights Agreement among Party City Holdco Inc., THL PC Topco, L.P., Advent-Party City Acquisition Limited Partnership and certain other stockholders of Party City Holdco Inc. (incorporated by
reference to Exhibit 4.1 to Party City Holdco Inc.’s Form 8-K dated April 21, 2015)
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5.1
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Opinion of Ropes & Gray LLP
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23.1
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Consent of Ernst & Young LLP
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23.2
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Consent of Ropes & Gray LLP (included in Exhibit 5.1)
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24.1
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Powers of Attorney (included in signature page)
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*
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To be filed, if necessary, and incorporated by reference to a Current Report on Form 8-K in connection with an offering of securities.
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II-7
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