Conditions to Closing
The closing of the Transactions contemplated by the TSA is conditioned on the satisfaction or waiver of certain conditions precedent, including finalizing all definitive documents and achieving certain participation thresholds. Specifically, the TSA requires the valid tender, without valid withdrawal, of a minimum of 98.00%, or $833.0 million, of the outstanding aggregate principal amount of Existing Notes by eligible holders as of the expiration date of the Exchange Offer. These thresholds may be lowered by the Company with consent of the Consenting Noteholders.
The Company expects to commence the Exchange Offer in June.
Adjournment of Annual Meeting to July 2, 2020
The 2020 Annual Meeting of Stockholders will be convened as scheduled on June 11, 2020 at 8:30 a.m. eastern daylight time and will be immediately adjourned without conducting any other business. The Annual Meeting will be reconvened and held virtually on Thursday, July 2, 2020 at 8:30 a.m. eastern daylight time. By holding the Annual Meeting on July 2, 2020, within the maximum time prescribed by Delaware law, stockholders will have an opportunity to receive additional information which may develop regarding the Transactions. The record date of the Annual Meeting, April 14, 2020, remains unchanged.
During the pendency of the adjourned meeting, stockholders holding shares as of the record date of April 14, 2020, who have not yet voted, are encouraged to vote by 11:59 p.m. eastern daylight time on July 1, 2020. Stockholders will also be able to vote their shares electronically during the Annual Meeting. Stockholders who have previously cast their votes do not need to vote again.
The reconvened Annual Meeting will begin at approximately 8:30 a.m. eastern daylight time, at www.virtualshareholdermeeting.com/PRTY2020, with onlinecheck-in beginning at 8:20 a.m. on July 2, 2020. Ample time should be allowed for thecheck-in procedures. In the event of difficulties during thecheck-in time or during the reconvened Annual Meeting, technical support at the number posted on the Annual Meetinglog-in page should be consulted.
Additional information regarding the TSA and the Annual Meeting are disclosed in a Current Report on Form8-K filed with the U.S. Securities and Exchange Commission (“SEC”).
This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel and Moelis & Company LLC is serving as financial advisor to Party City. Milbank LLP is serving as legal counsel and Houlihan Lokey Capital, Inc. is serving as financial advisor to the Consenting Noteholders.