Current Report Filing (8-k)
December 11 2017 - 8:06AM
Edgar (US Regulatory)
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):
December 7, 2017
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)
|
Registrants telephone number, including area code: (914)
345-2020
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 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. ☐
On December 7, 2017, Party City Holdco Inc. (the Company) entered into
an Underwriting Agreement (the Underwriting Agreement) with Goldman Sachs & Co. LLC (the Underwriter) and the selling stockholders listed on Schedule II thereto (the Selling Stockholders), relating to the
underwritten offering of 10,000,000 shares (the Shares) of the Companys common stock, par value $0.01 per share (the Offering). All of the Shares are being sold by the Selling Stockholders. The Underwriter has agreed to
purchase the Shares from the Selling Stockholders pursuant to the Underwriting Agreement at a price of $12.67 per share. In addition, pursuant to the Underwriting Agreement, the Company has agreed to purchase from the Underwriter 2,500,000 Shares
being sold by the Selling Stockholders to the Underwriters, at a price per share equal to the price being paid by the Underwriter to the Selling Stockholders, resulting in an aggregate purchase price of $31,675,000 (the
Share
Repurchase
). The Company intends to fund the Share Repurchase with cash on hand and borrowings under the Companys revolving credit facility.
The Offering is being made only by means of a prospectus. A shelf registration statement (including a prospectus) relating to the offering of common stock was
filed with the Securities and Exchange Commission (SEC) on September 2, 2016, and became effective on September 30, 2016 (Registration
No. 333-213492)
(the Registration
Statement). A prospectus supplement relating to the Offering was filed with the SEC on December 7, 2017. The closing of the Offering is expected to take place on December
11, 2017, subject to the satisfaction of customary
closing conditions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K.
Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company, dated December
11, 2017, regarding the Shares to be sold in
the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form
8-K.
Certain information relating to Part II, Item 14 Other Expenses of Issuance and Distribution of the
Registration Statement is filed as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01
|
Financial Statements and Exhibits
|
(d) Exhibits
SIGNATURE
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.
|
|
|
By:
|
|
/s/ Daniel J. Sullivan
|
Name:
|
|
Daniel J. Sullivan
|
Title:
|
|
Chief Financial Officer
|
Date: December 11, 2017
Party City Holdco (NYSE:PRTY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Party City Holdco (NYSE:PRTY)
Historical Stock Chart
From Sep 2023 to Sep 2024