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Related-Party Transactions
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related-Party Transactions

17.  RELATED-PARTY TRANSACTIONS

ZHG Transaction 

On May 8, 2017 an affiliate of Zhonghong Zhuoye Group Co., Ltd., Sun Wise (UK) Co., LTD (“Sun Wise”) acquired approximately 21% of the then outstanding shares of common stock of the Company (the “ZHG Transaction”) from certain affiliates of Blackstone (“Sellers”). Subsequent to the ZHG Transaction, Blackstone did not own any remaining shares of the Company. In connection with the ZHG Transaction, Sellers reimbursed the Company for approximately $4.0 million of related costs and expenses incurred by the Company during the year ended December 31, 2017.

 

As a result of the ZHG Transaction, Sun Wise held beneficial ownership of 19,452,063 shares (the “Pledged Shares”) of the Company’s common stock.  Sun Wise had pledged such shares in connection with certain loan obligations of Sun Wise.  Sun Wise subsequently defaulted on such loan obligations and, as a result, PA Eminent Opportunity VI Limited (a controlled affiliate of PAG (f/k/a Pacific Alliance Group)) and China Huarong International Holdings Limited (together, the “Lenders”) foreclosed on the Pledged Shares and, accordingly, the Pledged Shares were transferred to a security agent for the Lenders (the “Security Agent”) on May 3, 2019.  

On May 27, 2019, the Security Agent entered into a share repurchase agreement with the Company pursuant to which the Security Agent agreed to sell and the Company agreed to purchase 5,615,874 of the Pledged Shares held by the Security Agent at a price per share equal to $26.71 (the “SEAS Repurchase”) for a total cost of approximately $150.0 million. The SEAS Repurchase closed on May 30, 2019.

On May 27, 2019, the Security Agent also entered into a stock purchase agreement with Hill Path Capital LP (“Hill Path”) and certain of its affiliates pursuant to which the Security Agent agreed to sell and certain affiliates of Hill Path agreed to purchase, in the aggregate, 13,214,000 of the Pledged Shares held by the Security Agent at a price per share equal to $26.71 (the “HP Purchase”). The purchase closed on May 30, 2019, at which time, Hill Path’s ownership percentage increased to 34.6%.  See Note 20Stockholder’s Equity for further details.

ZHG Agreements 

As discussed in Note 4–Revenues, in March 2017, the Company entered into the ZHG Agreements.  In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. As of December 31, 2018, a receivable related to the ZHG Agreements of approximately $1.5 million was included in accounts receivable in the accompanying consolidated balance sheets. See Note 4–Revenues for further details including amounts recorded as revenue related to the ZHG Agreements.

Hill Path Capital LP Agreements

On November 5, 2017, the Company and Hill Path entered into a Cooperation Agreement (the “Cooperation Agreement”) and certain related agreements. Under the terms of the Cooperation Agreement, the Company paid Hill Path $0.5 million during the fourth quarter of 2017 to reimburse for fees and expenses incurred in connection with the negotiation and execution of the Cooperation Agreement.  Pursuant to the Cooperation Agreement, on November 5, 2017, the Company’s Board appointed a designee from Hill Path to the Board and the Revenue Committee of the Board, immediately following the execution of the Cooperation Agreement.

On May 27, 2019, in connection with the HP Purchase, the Company concurrently entered into a stockholders agreement, a registration rights and the Amended and Restated Undertaking Agreement with Hill Path (collectively, the “HP Agreements”).  Under the HP Agreements, the Company agreed to appoint up to three Hill Path director designees to its Board and Hill Path agreed to certain customary standstill obligations, restrictions regarding the manner of sale of shares, and equal treatment for any change in control transaction. In addition, Hill Path agreed that shares held in excess of 24.9% generally would be voted consistent with the Board’s recommendations or consistent with the shares voted by the Company’s other stockholders.  The Company also agreed to reimburse Hill Path for up to $250,000 of their expenses in connection with the HP Agreements.  During the year ended December 31, 2019, the Company reimbursed Hill Path for $250,000 in expenses incurred.