As filed with the Securities and Exchange Commission on September 28, 2020
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)
|
|
|
Delaware
|
|
46-0539758
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
80 Grasslands Road
Elmsford, NY 10523
Telephone: (914) 345-2020
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Bradley M. Weston
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:
Andrea L.
Nicolas, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New
York, New York 10001-8602
Telephone: (212) 735-3000
Fax: (212) 735-2000
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: ☒
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, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
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 7(a)(2)(B) of Securities Act. ☐
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Each Class of
Securities to be Registered
|
|
Amount
to be
Registered
|
|
Proposed
Maximum
Offering Price
per
Share(1)
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Stock, $0.01 par value per share
|
|
13,211,509
|
|
$2.88
|
|
$38,049,145.92
|
|
$4,938.78
|
|
|
(1)
|
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 25, 2020 as reported on The New
York Stock Exchange.
|
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.