8-K
false 0001592058 0001592058 2020-09-11 2020-09-11

 

 

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): September 14, 2020 (September 11, 2020)

 

 

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)

Registrant’s telephone number, including area code: (914) 345-2020

Former name or former address, if changed since last report: N/A

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, Par Value: $0.01/share   PRTY   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On September 11, 2020, Party City Holdco Inc. (the “Company”) entered into a board nomination agreement (the “Board Nomination Agreement”) with certain nominating parties (the “Nominating Parties”) in connection with a transaction support agreement (the “Transaction Support Agreement”) and backstop and private placement agreement (the “Backstop and Private Placement Agreement”) previously disclosed on Current Report on Form 8-K on May 29, 2020 and June 29, 2020, respectively. Pursuant to the terms of the Board Nomination Agreement, the Nominating Parties have the right to jointly designate one individual to serve on the Board of Directors of the Company (the “Board”). The Company has an ongoing obligation to appoint the Nominating Parties’ nominee, subject to the nominee meeting the requirements specified in Section 1(f) of the Board Nomination Agreement and being reasonably acceptable to the Nominating and Governance Committee of the Company, until the earlier of (i) August 15, 2025, (ii) the 15.00% senior secured notes due 2025 (the “Notes”) are accelerated or otherwise become due prior to August 15, 2025, or (iii) the Board Nomination Agreement terminates because (x) the Nominating Parties in aggregate hold less than $40 million in Notes or (y) all Nominating Parties cease to be a Nominating Party by virtue of each Nominating Party no longer holding at least 50% of the Notes as of the date of the Board Nomination Agreement.

The foregoing is a summary of the material terms of, and is qualified by, the Board Nomination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors

On September 11, 2020, Mr. Morry J. Weiss notified the Company of his desire to resign from the Board, effective September 13, 2020. Mr. Weiss has served on the Board since 2015. Mr. Weiss’s resignation was not the result of or caused by any disagreement with the Company or the Board.

Election of Directors

On September 13, 2020, the Board, acting upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board from ten to eleven and appointed Jennifer Fleiss and Joel Alsfine as independent directors of the Company, effective as of September 13, 2020, to fill the newly created vacancies resulting from Mr. Weiss’ resignation and the newly created seat. Ms. Fleiss and Mr. Alsfine will hold office until the 2021 annual meeting of shareholders and until his or her successor is elected and qualified. The Board does not expect to appoint Ms. Fleiss or Mr. Alsfine to any Board committee at this time.

Ms. Fleiss and Mr. Alsfine will receive compensation for their service as members of the Board in accordance with the Company’s non-employee director compensation policy. Pursuant to this policy Ms. Fleiss and Mr. Alsfine will each receive (i) an annual cash retainer of $75,000 for service as a Board member and (ii) an annual grant of restricted stock units (“RSUs”) equal to $125,000 (based on the aggregate value of the underlying shares on the date of grant), which will fully vest on the date of the annual meeting of stockholders following the date of grant. In connection with their appointment to the Board, Ms. Fleiss and Mr. Alsfine each received a grant of 30,000 RSUs.

Ms. Fleiss most recently served as the Chief Executive Officer of Jetblack, a subdivision of Walmart, and prior as Co-Founder, President and Director of Rent the Runway. During her nine years at Rent the Runway, Ms. Fleiss served in a variety of leadership roles in operations, strategy and business development. Ms. Fleiss currently serves on the Board of Directors of Rent the Runway and Shutterfly, Inc. Previously, Ms. Fleiss worked at Lehman Brothers and Morgan Stanley Dean Witter & Co. Ms. Fleiss received her M.B.A. from Harvard Business School in 2009 and her Bachelor of Arts in Political Science from Yale University in 2005.

Ms. Fleiss was not selected as a director pursuant to any arrangement or understanding with the Company or any other person. Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Ms. Fleiss had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.


Mr. Alsfine is a Senior Advisor to MSD Capital. Until July 2020, Mr. Alsfine was a Partner and the head of the Tactical Investments Group at MSD. MSD Capital is an investment firm formed to manage the capital of Michael Dell and his family. As head of the Tactical Investment Group, Mr. Alsfine led a team that drew on MSD’s investment experience and external relationships to invest flexibly across a variety of public and private asset classes. Mr. Alsfine joined MSD in 2002 as an analyst focusing on investing in public equity securities and subsequently became the portfolio manager of a large, concentrated public equity portfolio. Mr. Alsfine became a Partner of MSD in February 2014. Prior to joining MSD Mr. Alsfine worked at TG Capital Corp, a single-family investment office investing across all asset classes, McKinsey & Company, and accounting firm Fisher Hoffman Stride. Mr. Alsfine is on the Board of Asbury Automotive Group Inc (Ticker ABG). He also serves on the Board of Life Time Inc., and he is an independent director of CC Neuberger Principal Holdings II, a Special Purpose Acquisition Company. Mr. Alsfine received his M.B.A. from Stanford Graduate School of Business in 1996 and his Bachelor of Commerce (Honors) in Accounting in 1990 from the University of the Witwatersrand in South Africa. Mr. Alsfine was nominated to the Board by the Nominating Parties pursuant to the Board Nomination Agreement described under Item 1.01 of this Current Report on Form 8-K.

Other than as described above, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Mr. Alsfine had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Additionally, Ms. Fleiss and Mr. Alsfine each entered into the Company’s standard indemnification agreement with the Company, the terms of which are described in the Company’s Registration Statement on Form S-1 (File No. 333-193466) (the “Registration Statement”) and a form of such agreement was filed as Exhibit 10.2 to the Registration Statement.

Item 7.01. Regulation FD Disclosure.

On September 14, 2020, the Company issued a press release announcing the matters described in Item 1.01 and Item 5.02. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K.

The information (including Exhibit 99.1) being furnished pursuant to this “Item 7.01 Regulation FD Disclosure” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

  10.1    Board Nomination Agreement, dated as of September 11, 2020, between the Company and the Nominating Parties.
  99.1    Press Release, dated September 14, 2020.
  104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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/ Todd Vogensen

Name:   Todd Vogensen
Title:   Chief Financial Officer

Date: September 14, 2020

EX-10.1

Exhibit 10.1

BOARD NOMINATION AGREEMENT

This BOARD NOMINATION AGREEMENT (this “Agreement”), dated as of September 11, 2020, is entered into by and among Party City Holdco Inc., a Delaware corporation (the “Company”), and each other party signatory hereto (collectively, the “Nominating Parties”), comprising the Backstop Parties and the Private Placement Parties (each as defined in the Backstop and Private Placement Agreement) (as defined below).

RECITALS

WHEREAS, the Company is a party to that certain Transaction Support Agreement, dated as of May 28, 2020 (as later amended, the “TSA”), by and among, inter alios, the Company, Party City Corporation, a Delaware corporation, Party City Holdings Inc., a Delaware corporation, certain guarantor parties thereto, and certain holders or investment advisors, sub-advisors or managers of discretionary accounts that hold Senior Notes (as defined in the TSA) party thereto;

WHEREAS, the Company is a party to that certain Backstop and Private Placement Agreement, dated as of June 26, 2020 (as later amended, the “Backstop and Private Placement Agreement”), by and among, inter alios, the Company and the Nominating Parties; and

WHEREAS, in connection with the transaction contemplated by the TSA and the Backstop and Private Placement Agreement, the Company has agreed to grant the Nominating Parties the nomination rights set forth herein on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    Board Nomination.

(a)    Pursuant to the terms and conditions set forth herein, the Nominating Parties shall have the right to jointly designate one individual (any such individual jointly designated by the Nominating Parties from time to time in accordance with this Agreement, including any alternate nominee, the “Nominee”) to serve as a director on the board of directors of the Company (the “Party City Board”); provided, that the Nominee shall meet the requirements specified in Section 1(f) and be reasonably acceptable to (x) the Nominating and Governance Committee of the Company (the “Nominating & Governance Committee”), on the one hand, and (y) each Nominating Party, on the other hand, as provided in writing (email being sufficient) by each Nominating Party. The Company and the Nominating Parties agree that the initial Nominee shall be Mr. Joel Alsfine.

(b)    For so long as the Nominating Parties have the rights specified in Section 1(a), the Nominating & Governance Committee will designate an independent director from the Party City Board (the “Anagram Appointee”), as selected by the Nominating & Governance Committee in its sole and absolute discretion, to serve as a director of the board of directors of Anagram International Inc., a Minnesota corporation (the “Anagram Board”). The Anagram Board will appoint the initial Anagram Appointee no later than September 30, 2020.

(c)    Until the earlier of (x) August 15, 2025, (y) in the event the New Money First Lien Issuer Notes (as defined in the TSA) are accelerated or otherwise become due prior to August 15, 2025 in accordance with the indenture governing the New Money First Lien Issuer Notes, such earlier date, and (z)


the termination of this Agreement under Section 3 (the earlier of (x), (y), and (z) the “Cutoff Date”), the Nominating Parties shall have the right to deliver a written notice (the “Nominee Notice”) to the Company from time to time, identifying a Nominee. For any Nominee Notice delivered after the appointment of Mr. Alsfine, as the initial Nominee, the Nominating Parties will also deliver at the time such Nominee Notice is delivered pursuant to this Section 1(c) written confirmation, signed by each of the Nominating Parties, that the aggregate principal amount of New Money First Lien Issuer Notes held by all the Nominating Parties is not less than $40,000,000. In connection with the appointment of Mr. Alsfine, the Company shall, as promptly as practicable (1) take all corporate and other actions necessary to increase the number of directors on the Party City Board to add one director to the Party City Board in accordance with the Company’s certificate of incorporation and by-laws as in effect at such time; and (2) cause Mr. Alsfine to be appointed as a director of the Party City Board. The Nominating Parties may not deliver a Nominee Notice while a Nominee is serving on the Party City Board, unless a vacancy occurs in accordance with Section 1(d).

(d)    Until the Cutoff Date, the Company shall: (A) (i) nominate the Nominee for election or re-election (as the case may be) to the Party City Board; (ii) include the Nominee on its slate of nominees for election or re-election (as the case may be) of directors to the Party City Board that is distributed to stockholders of the Company; (iii) recommend the Nominee to its stockholders at the meeting of the stockholders of the Company held to consider a vote on the election or re-election (as the case may be) of directors to the Party City Board; and (iv) not take any action inconsistent with or designed to interfere with the election or re-election (as the case may be) of the Nominee to the Party City Board in accordance with the terms and conditions of this Agreement; and (B) as the indirect sole stockholder of Anagram, take all necessary action to nominate, appoint and elect the Anagram Appointee to the Anagram Board, including causing to be voted (or a written consent to be executed in respect of) all of the equity or equity-linked securities of Anagram with respect to such nomination, appointment, and election. In the event the Nominee is not elected or re-elected (as the case may be) by the Company’s stockholders (e.g., in a contested election or, in the event the Company adopts a majority voting standard for uncontested elections of directors, fails to receive a majority of the votes cast in favor of election), then the Nominating Parties shall have the right to immediately nominate a different Nominee pursuant to Section 1(a) who shall be considered by the Nominating & Governance Committee as promptly as practicable thereafter in accordance with this Section 1. If a Nominee is not reasonably acceptable to the Nominating & Governance Committee in accordance with Section 1(a), then the Company shall notify the Nominating Parties immediately and the Nominating Parties shall have the ability to propose an alternate Nominee until such proposed Nominee is reasonably acceptable to the Nominating & Governance Committee. If a vacancy occurs on the Party City Board with respect to a seat occupied by the Nominee (by reason of such individual’s death, disability, resignation or otherwise), the Nominating & Governance Committee shall cause a replacement Nominee to be appointed to fill such vacancy on the Party City Board as promptly as practicable following his or her designation by the Nominating Parties, in accordance with the terms and conditions of this Agreement. If a vacancy occurs on the Anagram Board with respect to a seat occupied by the Anagram Appointee (by reason of such individual’s death, disability, resignation or otherwise), the Company shall promptly appoint a new Anagram Appointee to the Anagram Board in accordance with Section 1(b).

(e)    The Nominee shall be entitled to all rights, privileges and benefits (including rights to indemnification pursuant to a customary director indemnification agreement and compensation in accordance with the Company’s then-existing non-employee director compensation program) from the Company generally applicable to members of the Party City Board as in effect from time to time.

(f)    The Nominee shall: (i) meet all applicable director independence standards of the New York Stock Exchange, the Securities and Exchange Commission, applicable provisions of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations promulgated

 

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thereunder and independence standards adopted by the Company generally applicable to the Party City Board members; (ii) be qualified to serve as a director under the Delaware General Corporation Law; (iii) comply with all policies, procedures, processes, codes, rules, standards and guidelines of the Company, including the Company’s director qualification standards in the Company’s Corporate Governance Guidelines, generally applicable to the Party City Board members as in effect from time to time; and (iv) agree in writing to comply with his/her fiduciary duties to the Company and its stockholders.

(g)    Prior to the Party City Board considering whether the Nominee is reasonably acceptable in accordance with the proviso in Section 1(a): (i) the Nominee must complete a form of director and officer questionnaire and furnish any additional information reasonably requested by the Company; and (ii) the Company shall complete or have completed promptly (x) a customary background check with respect to the Nominee and (y) any other reasonable and bona fide procedures that are typically required for director nominees (e.g., interviews); provided, that such procedures do not unreasonably delay the effectiveness of such nomination.

(h)    In the event any Nominating Party sells, transfers or otherwise disposes of any of its New Money First Lien Issuer Notes prior to the Cutoff Date to any person other than to any of its affiliates and/or related funds (a “Third-Party Transfer”) and, following such Third-Party Transfer, such Nominating Party and its affiliates and/or related funds cease to collectively hold at least 50% of the New Money First Lien Issuer Notes held by such Nominating Parties as of the date hereof, (i) such Nominating Party shall promptly notify each other Nominating Party and the Company, in writing (email being sufficient), thereof and (ii) upon the consummation of such Third-Party Transfer, such Nominating Party and each of its affiliates and/or related funds shall no longer be deemed a “Nominating Party” for purposes of this Agreement and their rights hereunder shall automatically and immediately terminate and be of no further force or effect without any further action by any party hereto or any other person.

2.    Representations and Warranties.

(a)    Each party hereto represents and warrants to the other parties hereto that: (a) such party has full power and authority to execute and deliver this Agreement and perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of such party’s obligations hereunder have been duly authorized by all necessary action on the part of such party, and no other action is necessary on the part of such party to authorize this Agreement; and (c) this Agreement constitutes (assuming the due execution and delivery hereof by each other party hereto) a legal, valid and binding obligation of such party.

(b)    The Company represents that it does not believe any Nominating Party would be deemed to be an affiliate (as defined in Rule 144 under the Securities Act of 1933) of the Company solely by virtue of the rights granted to the Nominating Parties under this Agreement.

(c)    The Company represents and covenants that it would not deem a Nominating Party to have knowledge of information in the possession of the Nominee solely on the basis of the rights granted to the Nominating Parties under this Agreement and other than to the extent of any such Nominating Party’s actual knowledge of such information.

3.    Termination. This Agreement is effective as of the date hereof and shall remain in full force and effect until the earliest of (i) 12:01 a.m. (New York City time) on the first day immediately following the Cutoff Date (solely with respect to clauses (x) and (y) of the definition thereof), (ii) the date on which no Nominating Parties or any of their respective affiliates and/or related funds are deemed to be “Nominating Parties” under Section 1(h) and Section 10, and (iii) the date on which the aggregate principal amount of New Money First Lien Issuer Notes held by all the Nominating Parties and their respective

 

3


affiliates and/or related funds deemed to be “Nominating Parties” under Section 1(h) and Section 10, taken together as of such date, is less than $40,000,000, at which time this Agreement shall automatically terminate and be of no further force or effect, without any further action by any party hereto or any other person. The provisions of this Section 3 and Sections 4 through 10 shall survive the termination of this Agreement. No termination of this Agreement shall relieve any party hereto from liability for any breach of this Agreement prior to such termination.

4.    Public Announcement and SEC Filings.

(a)    The Company shall file at or prior to 5:00 p.m. (EST) on the date hereof (or promptly thereafter) a Form 8-K reporting entry into this Agreement (the “Form 8-K”) and appending or incorporating by reference this Agreement as an exhibit thereto; provided, that the Company shall provide the Nominating Parties with the opportunity to review the Form 8-K and comment thereon, such that the Form-8-K will be in a form reasonably acceptable to the Nominating Parties. Any press release or other public statement, disclosure or announcement with respect to this Agreement (including, for the avoidance of doubt, any press release, public statement, disclosure or announcement with respect to this Agreement that Anagram must make in order to comply with its reporting obligations as described in the indenture related to its New Money First Lien Issuer Notes) must similarly be provided to the Nominating Parties to review and comment thereon, such that it will be in a form reasonably acceptable to the Nominating Parties.

(b)    When attaching a copy of this Agreement to the Form 8-K or any press release, public statement, disclosure or announcement, the Company shall (to the extent permitted by applicable law) redact any reference to a specific Nominating Party, including the signature pages hereto.

(c)    In the event the Company files any Form 8-K, Form 3 or Form 4 pursuant to the Exchange Act or any filing under Section 16 of the Exchange Act with respect to the Nominee or the Nominating Parties, the Company shall provide the Nominating Party with the opportunity to review such filing and comment thereon, such that the filing will be in a form reasonably acceptable to the Nominating Parties.

5.    Specific Performance. The parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed (or threatened to not be performed) in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedies at law or in equity, and each party hereto agrees it shall not take any action, directly or indirectly, in opposition to another party hereto seeking relief. Each party hereto agrees to waive any bonding requirement under any applicable law in the case any other party hereto seeks to enforce the terms and conditions of this Agreement by way of equitable relief.

 

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6.    Governing Law; Jurisdiction. This Agreement shall be governed in all respects, including with respect to its validity, interpretation and effect, by the laws of New York, without giving effect to the choice or conflict of law principles thereof that would result in the application of the laws of another jurisdiction; provided, that the laws of Delaware shall apply to internal corporate law matters in respect of the Company. Each party hereto (a) consents to submit itself to the personal jurisdiction of the federal or state courts in the Borough of Manhattan in the City and State of New York in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the federal or state courts in the Borough of Manhattan in the City and State of New York, and each party irrevocably waives the right to trial by jury, and (d) each party irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 8 or as otherwise provided by applicable law.

7.    Entire Agreement; Amendment. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement may be amended only by an agreement in writing executed by the parties hereto, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party against whom such waiver or consent is to be effective. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

8.    Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process with regard hereto shall be in writing and shall be deemed validly given, made or served, when delivered in person, sent by overnight courier or sent via electronic mail, when actually received during normal business hours at the address specified in this subsection (or, in the case of delivery via electronic mail, upon confirmation of receipt or the following business day if there is no such confirmation of receipt):

If to Party City, to:

Party City Holdco Inc.

80 Grasslands Road

Elmsford, New York 10523

Attn:    Todd Vogensen

Email:  tvogensen@partycity.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Attn:    Paul Leake

            Shana Elberg

            Eric Cochran

            Andrea Nicolas

Email:  Paul.Leake@Skadden.com

             Shana.Elberg@Skadden.com

             Eric.Cochran@Skadden.com

             Andrea.Nicolas@Skadden.com

 

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If to the Nominating Parties (or any of them), to the address set forth below such Nominating Party’s name on the signature pages hereto, with a copy (which shall not constitute notice) to:

Milbank LLP

55 Hudson Yards

New York, New York 10001

Attn:    Abhilash M. Raval

            Paul Denaro

            Eric Stodola

            Dean Sattler

Email:  ARaval@Milbank.com

             PDenaro@Milbank.com

             EStodola@Milbank.com

             DSattler@Milbank.com

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue, 31st Floor

New York, New York 10022

Attn:    Mark Liscio

            Michael Levitt

            Kyle Lakin

Email:  Mark.Liscio@freshfields.com

             Michael.Levitt@freshfields.com

             Kyle.Lakin@freshfields.com

9.    Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

10.    No Third-Party Beneficiaries; Assignment. This Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns; provided, that the Nominee shall be an express third-party beneficiary of this Agreement and is hereby conferred the benefits, rights and remedies under or by reason of the provisions of this Agreement as if a signatory hereto. No party hereto may assign its rights or delegate its obligations under this Agreement, whether in connection with any transfer of New Money First Lien Issuer Notes, by operation of law, or otherwise, without the prior written consent of each other party hereto, and any assignment in contravention hereof shall be null and void; provided, that, without the prior written consent of any other party hereto, any Nominating Party may assign its rights under this Agreement to any of its affiliates and/or related funds in connection with a transfer of its New Money First Lien Issuer Notes to any such affiliates and/or related funds, in which case such assignee shall be deemed a “Nominating Party” hereunder (subject to Section 1(h)).

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the date first written above.

 

PARTY CITY
PARTY CITY HOLDCO INC.
By:  

/s/ Todd Vogensen

Name:   Todd Vogensen
Title:   Chief Financial Officer

[Signature Page to Board Nomination Agreement]


NOMINATING PARTIES
[●]  
By:  

 

Name:  
Title:  
[●]  
[●]  
[●]  
Attn: [●]
Email: [●]

[Signature Page to Board Nomination Agreement]

EX-99.1

Exhibit 99.1

PARTY CITY APPOINTS TWO NEW INDEPENDENT DIRECTORS TO BOARD

New Board Members Bring Significant Digital, Capital Markets, and Finance Expertise to Further Advance Company’s Strategy to Build a Leading Marketplace for Party Products and Services

ELMSFORD, N.Y., Sept. 14, 2020 — Party City Holdco Inc. (the “Company” or “PRTY”; NYSE:PRTY) today announced that two new independent directors, Jennifer Fleiss, Co-Founder of Rent the Runway, and Joel Alsfine, former Partner at MSD Capital, L.P., will join the Company’s Board of Directors, effective September 13, 2020. In addition, the Company announced that Morry Weiss has decided to retire from the Board at that time.

Ms. Fleiss brings to Party City significant digital expertise and a proven record of building unique marketplace platforms that disrupt the traditional shopping experience and enable leading retail businesses. In addition to co-founding Rent the Runway, Ms. Fleiss most recently served as Chief Executive Officer of Jetblack, a concierge shopping service previously offered by Walmart as part of its tech incubator.

Mr. Alsfine has extensive capital markets and investment experience as a Senior Advisor and former Partner at MSD Capital. He also brings to Party City substantial financial and risk management related experience from his previous work at private equity and consulting firms.

“We are delighted to add two highly qualified directors who each bring skills and experience that will advance our vision of becoming the leading marketplace for celebration services and products,” said Norman Matthews, Chairman of the Party City Board. “Over the past year, we have successfully reset our capital structure, shifted our operations to serve customers in a new retail environment and brought on exceptional talent throughout the organization, including on our executive leadership team. Jennifer’s and Joel’s decision to join our Board is a testament to the transformation underway and the exciting opportunities the Company is creating in serving our customers. We look forward to Jennifer’s and Joel’s contributions as part of these efforts.”

Mr. Matthews continued, “We thank Morry for his service and dedication to Party City during his five-year tenure as a director, including his most recent support as we rapidly adapted our business model in light of the COVID-19 pandemic. We wish him the best in his retirement.”

With the changes announced today, the Party City Board will be comprised of 11 directors, including nine independent directors as well as the Company’s Vice Chairman James Harrison and President and Chief Executive Officer Brad Weston. Party City noted that Mr. Alsfine was mutually selected in partnership with certain of its bondholders and third party investors under a Board Nomination Agreement dated September 11, 2020, in connection with the Company’s 2020 refinancing transactions.

About Jennifer Fleiss

Jennifer Fleiss most recently served as the Chief Executive Officer of Jetblack, a subdivision of Walmart, and prior as Co-Founder, President and Director of Rent the Runway. During her nine years at Rent the Runway, Ms. Fleiss served in a variety of leadership roles in operations, strategy and business development. Ms. Fleiss currently serves on the Board of Directors of Rent the Runway and Shutterfly, Inc. Previously, Ms. Fleiss worked at Lehman Brothers and Morgan Stanley Dean Witter & Co.


Ms. Fleiss received her M.B.A. from Harvard Business School in 2009 and her Bachelor of Arts in Political Science from Yale University in 2005.

About Joel Alsfine

Joel Alsfine is a Senior Advisor to MSD Capital. Until July 2020, Mr. Alsfine was a Partner and the head of the Tactical Investments Group at MSD. MSD Capital is an investment firm formed to manage the capital of Michael Dell and his family. As head of the Tactical Investment Group, Mr. Alsfine led a team that drew on MSD’s investment experience and external relationships to invest flexibly across a variety of public and private asset classes. Mr. Alsfine joined MSD in 2002 as an analyst focused on investing in public equity securities and subsequently became the portfolio manager of a large, concentrated public equity portfolio. Mr. Alsfine became a Partner of MSD in February 2014. Prior to joining MSD Mr. Alsfine worked at TG Capital Corp, a single-family investment office investing across all asset classes, McKinsey & Company, and accounting firm Fisher Hoffman Stride. Mr. Alsfine is on the Board of Asbury Automotive Group Inc (Ticker ABG). He also serves on the Board of Life Time Inc., and he is an independent director of CC Neuberger Principal Holdings II, a Special Purpose Acquisition Company.

Mr. Alsfine received his M.B.A. from Stanford Graduate School of Business in 1996 and his Bachelor of Commerce (Honors) in Accounting in 1990 from the University of the Witwatersrand in South Africa.

About Party City

Party City Holdco Inc. is the leading party goods company by revenue in North America and, we believe, the largest vertically integrated supplier of decorated party goods globally by revenue. The Company is a popular one-stop shopping destination for party supplies, balloons, and costumes. In addition to being a great retail brand, the Company is a global, world-class organization that combines state-of-the-art manufacturing and sourcing operations, and sophisticated wholesale operations complemented by a multi-channel retailing strategy and e-commerce retail operations. The Company is the leading player in its category, vertically integrated and unique in its breadth and depth. The Company designs, manufactures, sources and distributes party goods, including paper and plastic tableware, metallic and latex balloons, Halloween and other costumes, accessories, novelties, gifts and stationery throughout the world. The Company’s retail operations include approximately 850 specialty retail party supply stores (including franchise stores) throughout North America operating under the names Party City and Halloween City, and e-commerce websites, principally through the domain name PartyCity.com

Forward-Looking Statements

This release includes statements that constitute “forward-looking statements” within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, including Party City’s expectations regarding its ability to maximize the potential of its plans to open and close stores, plans to invest capital expenditures, and anticipated interest expense and depreciation and amortization expense for fiscal year 2020. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information, and these statements are qualified by important risks and uncertainties, many of which are


beyond our control, that could cause our actual results to differ materially from those forecasted or indicated by such forward-looking statements. These risks and uncertainties include: potential risks and uncertainties relating to the ultimate geographic spread of COVID-19; the severity of the COVID-19 pandemic; the duration of the COVID-19 pandemic; actions that may be taken by governmental authorities to contain the COVID-19 pandemic or to treat its impact; the potential negative impacts of COVID-19 on the global economy and foreign sourcing; the impacts of COVID-19 on our financial condition and business operation; our ability to compete effectively in a competitive industry; fluctuations in commodity prices; our ability to appropriately respond to changing merchandise trends and consumer preferences; successful implementation of our store growth strategy; decreases in our Halloween sales; the impact of helium shortages on our financial performance; disruption to the transportation system or increases in transportation costs; product recalls or product liability; economic slowdown affecting consumer spending and general economic conditions, including as a result of the COVID-19 pandemic; loss or actions of third party vendors and loss of the right to use licensed material; disruptions at our manufacturing facilities; and the additional risks and uncertainties set forth in “Risk Factors” in Party City’s Annual Report on Form 10-K for the year ended December 31, 2019 and in subsequent reports filed with or furnished to the Securities and Exchange Commission. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward looking statements. Except as may be required by any applicable laws, Party City assumes no obligation to publicly update or revise such forward-looking statements, which are made as of the date hereof or the earlier date specified herein, whether as a result of new information, future developments or otherwise.

Contacts

Investor Relations

Farah Soi / Rachel Schacter

ICR

203-682-8200

InvestorRelations@partycity.com

Media Relations

Leigh Parrish / Barrett Golden / Andrew Squire

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

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Sep. 11, 2020
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Document Period End Date Sep. 11, 2020
Entity Registrant Name PARTY CITY HOLDCO INC.
Entity Incorporation State Country Code DE
Entity File Number 001-37344
Entity Tax Identification Number 46-0539758
Entity Address, Address Line One 80 Grasslands Road
Entity Address, City or Town Elmsford
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10523
City Area Code (914)
Local Phone Number 345-2020
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Security 12b Title Common Stock, Par Value: $0.01/share
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