UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 21, 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 | | 10523 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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. ☐
| Item 1.01 | Entry into Material Definitive Agreement. |
On December 21, 2017, Party City Holdco Inc. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Advent-Party City Acquisition Limited Partnership (“Advent”) to repurchase 19,841,694 shares of the Company’s common stock directly from Advent in a private transaction for total consideration of $242.1 million.
The foregoing description of the Stock Purchase Agreement is not complete and is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement, a copy of which will be filed in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2017.
| Item 7.01 | Regulation FD Disclosure. |
On December 22, 2017, the Company issued a press release in connection with the execution of the Stock Purchase Agreement, which press release is furnished with the Current Report on Form8-K and attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on From8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| 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.
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| PARTY CITY HOLDCO INC. |
| |
| By: | | /s/ Daniel J. Sullivan |
| Name: | | Daniel J. Sullivan |
| Title: | | Chief Financial Officer |
Date: December 22 , 2017
