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): July 13, 2012
AMSCAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-14107 | 13-3911462 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 80 Grasslands Road Elmsford, New York |
10523 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (914) 345-2020
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 (see General Instruction A.2. below):
| ¨ | 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)) | |
| Item 8.01 | Other Events. |
Commencement of Debt Tender Offer
On July 13, 2012, Amscan Holdings, Inc. issued a press release announcing the commencement of a cash tender offer for any and all of its outstanding 8.75% Senior Subordinated Notes due 2014. The press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release issued on July 13, 2012. | |
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.
| AMSCAN HOLDINGS, INC. | ||||
| Date: July 13, 2012 |
By: | /s/ Michael A. Correale | ||
|
| ||||
| Name: Michael A. Correale | ||||
| Title: Chief Financial Officer | ||||
Exhibit 99.1
Amscan Holdings, Inc. Commences Tender Offer
for Its 8.75% Senior Subordinated Notes Due 2014
ELMSFORD, N.Y., July 13, 2012/PR Newswire/ – Amscan Holdings, Inc. (“Amscan” or the “Company”) today announced that it has commenced a cash tender offer for any and all of its outstanding 8.75% Senior Subordinated Notes due 2014 (CUSIP No. 03216NAD5) (the “Notes”) (the “Tender Offer”).
The terms of the Tender Offer are described in the Offer to Purchase dated July 13, 2012 (the “Offer to Purchase”) and related Letter of Transmittal (the “Letter of Transmittal”), which are being sent to holders of the Notes (“Holders”). Subject to applicable law, the Company may amend, extend, and/or waive conditions or terminate the Tender Offer in its sole discretion.
In order to be eligible to receive the “Total Consideration” for tendered Notes, Holders must validly tender (and not validly withdraw) their Notes prior to 5:00 p.m., New York City time, on July 26, 2012, unless extended by the Company (the “Early Tender Deadline”). The Total Consideration includes an “Early Tender Payment” and the “Tender Offer Consideration.” The Early Tender Payment will equal $30.00 per $1,000 principal amount of Notes tendered and accepted for payment. The Tender Offer Consideration will equal $973.75 per $1,000 principal amount of Notes tendered and accepted for payment, plus any accrued and unpaid interest on the Notes from the last interest payment date on the Notes (which was May 1, 2012) up to, but not including the applicable “Settlement Date” for the Notes. Holders must validly tender (and not validly withdraw) their Notes prior to 12:00 midnight, New York City time, on August 9, 2012, unless extended by the Company (the “Expiration Date”) in order to receive the “Tender Offer Consideration.” Holders tendering Notes prior to the Early Tender Deadline will be eligible to receive the Total Consideration (comprised of the Early Tender Payment and the Tender Offer Consideration). Holders tendering Notes after the Early Tender Deadline, but prior to the Expiration Date, will be eligible to receive the Tender Offer Consideration only. Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer prior to 5:00 p.m., New York City time, on July 26, 2012, unless extended by the Company (the “Withdrawal Deadline”), but not thereafter, other than as required by applicable law.
The following table summarizes the material pricing terms for the Early Tender Payment, Tender Offer Consideration and Total Consideration, respectively, for each $1,000 principal amount of Notes.
| CUSIP No. |
Outstanding Principal Amount |
Title of Security | Tender Offer Consideration |
Early Tender Payment |
Total Consideration | |||||
| 03216NAD5 | $175,000,000 | 8.75% Senior Subordinated Notes due 2014 |
$973.75 | $30.00 | $1,003.75 |
The Tender Offer is subject to certain conditions that are set forth in the Offer to Purchase, among them the “Financing Condition” and the “Merger Condition.” Satisfaction of the Financing Condition requires that the Company obtain new debt financing in an amount, and together with cash on hand, that is sufficient to pay the Total Consideration or the Tender Offer Consideration, as applicable, to Holders, on terms and conditions satisfactory to the Company in its sole discretion (the “Financing Transactions”). Satisfaction of the Merger Condition requires that PC Merger Sub, Inc. (the “Merger Sub”) will have validly merged with and into Party City Holdings, Inc. (“Party City”), with Party City surviving (the “Merger”) as an indirect wholly-owned subsidiary of PC Topco Holdings, Inc. After consummation of the Merger, the Company, together with Party City, is expected to have net proceeds from the Financing Transactions, together with cash on hand, sufficient to pay the Total Consideration or Tender Offer Consideration, as applicable, for all the tendered Notes, plus all fees and expenses incurred in connection with the Tender Offer. However, there can be no assurance that the Company will consummate the Financing Transactions or the Merger.
The Company has engaged Goldman, Sachs & Co. as the exclusive Dealer Manager for the Tender Offer. Persons with questions regarding the Tender Offer should contact Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 855-9063 (collect). Requests for copies of the Offer to Purchase, Letter of Transmittal or other offer materials may be directed to Global Bondholder Services Corporation, the information agent and tender agent, at (866) 873-6300 (toll-free) or (212) 430-3774 (banks and brokers).
This press release is not an offer to purchase any Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities, “blue sky” or other laws. No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained or incorporated by reference in the Offer to Purchase. We take no responsibility for, and can provide no assurance as to, the reliability of any other information that other persons may give you. The Tender Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase and the Letter of Transmittal. Neither the Company nor any of its representatives or agents makes any recommendation in connection with the Tender Offer.
About Amscan
Amscan is a subsidiary of America’s premier party supplies retailer, Party City. Party City designs, manufactures, contracts for manufacture and distributes party goods, including paper and plastic tableware, metallic balloons, accessories, novelties, gifts and stationery. Party City also operates retail party goods and social expressions supply stores in the United States under the names Party City, Halloween City and Factory Card & Party Outlet. Party City is America’s largest party goods chain and the country’s premier retailer of Halloween costumes, theme party supplies, birthday decorations and other specialty party supplies.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include statements related to the Company’s plans to enter into a senior secured credit facility and those which express plan, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. The words “anticipate”, “believe”, “intend”, “estimate”, “project”, “forecast”, “plan”, “potential”, “will”, “may”, “should” and “expect” and similar expressions also identify forward-looking statements. These statements are based upon Amscan’s current expectations and are subject to risks and uncertainties which could cause actual results and developments to differ materially from those expressed or implied in such statements. Factors that could affect actual results and developments include the Company’s financial results, other developments in the Company’s business, conditions in the debt markets and market conditions generally, the ability to close the Merger and the funding facility and any other risks set forth in Amscan’s filings with the SEC, including Amscan Holdings, Inc.’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, in each case together with all amendments thereto. Investors should evaluate any statement in light of these important factors. Forward-looking statements contained in this press release are made as of this date, and, other than as required by applicable law, Amscan undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Actual events could differ materially from those anticipated in the forward-looking statements.