0001140361-18-025255.txt : 20180522 0001140361-18-025255.hdr.sgml : 20180522 20180522192709 ACCESSION NUMBER: 0001140361-18-025255 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180518 FILED AS OF DATE: 20180522 DATE AS OF CHANGE: 20180522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Haber Douglas A. CENTRAL INDEX KEY: 0001627130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 18853696 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jain Uttam K. CENTRAL INDEX KEY: 0001599971 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 18853697 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARNTERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nelson Joshua M CENTRAL INDEX KEY: 0001375529 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 18853698 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ABBRECHT TODD M CENTRAL INDEX KEY: 0001260937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 18853699 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37344 FILM NUMBER: 18853700 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Party City Holdco Inc. CENTRAL INDEX KEY: 0001592058 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 460539758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 80 GRASSLANDS ROAD CITY: ELMSFORD STATE: NY ZIP: 10523 BUSINESS PHONE: 914-345-2020 MAIL ADDRESS: STREET 1: 80 GRASSLANDS ROAD CITY: ELMSFORD STATE: NY ZIP: 10523 FORMER COMPANY: FORMER CONFORMED NAME: PC Topco Holdings, Inc. DATE OF NAME CHANGE: 20131114 4 1 form4.xml FORM 4 X0306 4 2018-05-18 0001592058 Party City Holdco Inc. PRTY 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true true 0001260937 ABBRECHT TODD M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001375529 Nelson Joshua M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001599971 Jain Uttam K. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true 0001627130 Haber Douglas A. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true Common Stock 2018-05-18 4 S 0 12000000 15 D 45716258 I See footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, Thomas H. Lee Advisors, LLC. THOMAS H. LEE ADVISORS, LLC By: THL Holdco, LLC, its Managing Member By: /s/ Charles P. Holden Name: Charles P. Holden Title: Managing Director 2018-05-22 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Name and Address of Reporting Person:
Thomas H. Lee Advisors, LLC
 
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc.
 
  
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018

Footnotes to Form 4

(1) This report is being filed by the following Reporting Persons:  Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VI, L.P. (“THL Equity VI”), Thomas H. Lee Parallel Fund VI, L.P. (“Parallel Fund VI”), Thomas H. Lee Parallel (DT) Fund VI, L.P. (“DT Fund VI”), THL Coinvestment Partners, L.P. (“THL Coinvestment”), THL Operating Partners, L.P. (“THL Operating”), THL PC Topco, L.P. (“THL Topco”), THL Equity Fund VI Investors (PC), L.P. (“THL PC”) together with THL Equity VI, Parallel Fund VI, DT Fund VI, THL Coinvestment, THL Operating, THL Topco and THL PC, (the “THL Funds”) as well as Great-West Investors, L.P. (“Great West”) and Putnam Investments Employees’ Securities Company III LLC (“Putnam III”); Todd M. Abbrecht, Joshua M. Nelson, Uttam K. Jain and Douglas A. Haber. This Form 4 is in two parts and is jointly filed with the Reporting Persons in both parts. See Remarks.

(2) THL Advisors is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI, LLC (“THL Advisors VI”), which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating, THL Topco and THL PC.  THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III.

(3) Each of the Reporting Persons disclaims beneficial ownership of the securities listed in this report, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.

(4) Represents shares of common stock held directly and sold by THL Topco, although such shares are beneficially owned by the following entities:  5,123,139 shares sold by THL Equity VI; 3,469,117 shares sold by Parallel Fund VI; 605,985 shares sold by DT Fund VI; 165,082 shares sold by THL Coinvestment; 13,357 shares sold by THL Operating; 2,570,099 shares sold by THL PC; 26,657 shares sold by Great West; and 26,564 shares sold by Putnam III.

(5) Represents shares of common stock held directly following the transaction by THL Topco, although such shares are beneficially owned by the following entities:  19,517,558 shares owned by THL Equity VI; 13,216,253 shares owned by Parallel Fund VI; 2,308,614 shares owned by DT Fund VI; 628,912 shares owned by THL Coinvestment; 50,888 shares owned by THL Operating; 9,791,277 shares owned by THL PC; 101,555 shares owned by Great West; and 101,201 shares owned by Putnam III.
1
 EX-99.2 3 ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Thomas H. Lee Equity Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  
     
Dated:  May 22, 2018
  

1
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Parallel Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  
     
Dated:  May 22, 2018
  

2
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Thomas H. Lee Parallel (DT) Fund VI, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  
     
Dated:  May 22, 2018
  

3
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Coinvestment Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  
     
Dated: May 22, 2018
  

4
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Operating Partners, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL OPERATING PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  
     
Dated:  May 22, 2018
  

5
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL PC Topco, L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL PC TOPCO, L.P.
By: THL Equity Advisors VI, LLC, its Manager
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  
     
Dated: May 22, 2018
  

6
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
THL Equity Fund VI Investors (PC), L.P.
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY FUND VI INVESTORS (PC), L.P.
By: THL Equity Advisors VI, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  
     
Dated:  May 22, 2018
  

7
Exhibit 99.2

Joint Filer Information

Name of Joint Filer:
Great-West Investors, LP
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

GREAT-WEST INVESTORS, LP
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  
     
Dated:  May 22, 2018
  

8
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Putnam Investments Employees’ Securities Company III, LLC
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
By: Putnam Investment Holdings, LLC, its Managing Member
By: Putnam Investments, LLC, its Managing Member
By: Thomas H. Lee Advisors, LLC, its Attorney-in-Fact
By: THL Holdco, LLC, its Managing Member

By:
 /s/ Charles P. Holden  
 
Name: Charles P. Holden
  
 
Title:  Managing Director
  
     
Dated: May 22, 2018
  

9
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Todd M. Abbrecht
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

/s/ Todd M. Abbrecht  
Todd M. Abbrecht
  
   
Dated:  May 22, 2018
  

10
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Joshua M. Nelson
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

  /s/ Joshua M. Nelson  
 
Joshua M. Nelson
  
     
Dated: May 22, 2018
  

11
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Uttam K. Jain
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

  /s/ Uttam K. Jain  
 
Uttam K. Jain
  
     
Dated: May 22, 2018
  

12
Exhibit 99.2

Joint Filer Information

(continued)

Name of Joint Filer:
Douglas A. Haber
   
Address of Joint Filer:
c/o Thomas H. Lee Partners, L.P.
 
100 Federal Street, 35th Floor
 
Boston, MA  02110
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Party City Holdco Inc. [PRTY]
   
Date of Earliest Transaction Required to be
Reported (Month/Day/Year):
May 18, 2018
   
Designated Filer:
Thomas H. Lee Advisors, LLC

Signature:

  /s/ Douglas A. Haber  
 
Douglas A. Haber
  
     
Dated: May 22, 2018
  


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