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): April 221, 2015

PC Nextco Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware

333-197230

46-3277285

(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

PC Nextco Finance, Inc.

(Exact name of registrant as specified in its charter)

Delaware

333-197230-01

46-3332091

(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))

Item 81.0102 ~~Other~~Termination ~~Events~~of a Material Definitive Agreement

On April 221, 2015, PC Nextco Holdings, LLC and PC Nextco Finance, Inc. (together, the “~~Companies~~Issuers”) ~~caused~~(i) deposited tocash bewith ~~delivered~~the totrustee (the “Trustee”) ~~holders~~under ofthe indenture (the ~~Companies~~“PIK Notes Indenture”) governing the Issuers’ 8.750%/9.500% Senior PIK Toggle Notes due 2019 (the “PIK Notes”) ato ~~conditional~~satisfy ~~notice~~and ofdischarge ~~redemption relating to~~ the ~~redemption~~PIK ofNotes ~~all~~Indenture ~~issued~~ and ~~outstanding Notes~~to infund ~~an aggregate principal amount of $350,000,000 (~~the redemption ~~“Redemption”)~~ on May 4, 2015 (the “Redemption Date”), ~~pursuant~~of toall ~~the~~issued ~~Indenture,~~and ~~dated~~outstanding asPIK ofNotes ~~August 1,~~(including ~~2013,~~the byapplicable ~~and~~redemption ~~among~~premium ~~the Companies~~ and ~~Wilmington~~accrued ~~Trust, National~~interest ~~Association,~~on asthe ~~trustee~~outstanding ~~(as~~PIK ~~amended~~Notes to, ~~supplemented~~but orexcluding, ~~otherwise~~the ~~modified~~Redemption Date, the “~~Indenture~~Redemption Payment”)., ~~The~~which ~~redemption~~were ~~price~~called for ~~the~~redemption ~~Notes~~pursuant isto ~~102.000%~~a notice of ~~the~~redemption ~~principal~~issued ~~amount~~to the holders of the PIK Notes, ~~plus~~on ~~accrued~~April 2, 2015, and ~~unpaid~~(ii) instructed ~~interest~~the onTrustee to make the ~~Notes~~Redemption Payment to, ~~but~~the holders of ~~excluding,~~the PIK Notes on the Redemption Date (and to discharge the ~~“Redemption~~PIK ~~Price”)~~Notes Indenture. As a result, the PIK Notes Indenture was discharged.

~~The~~Item ~~Companies’ obligation to pay the Redemption Price on the Redemption Date is conditioned upon the consummation of an initial public offering of the common stock of Party City Holdco Inc~~3.,03 ~~the~~Material ~~direct~~Modification ~~or indirect parent of each of the Companies (“Parent”), resulting in gross proceeds~~ to ~~Parent~~Rights of atSecurity least $350,000,000 on or before the Redemption Date (the “IPO Condition”). In their sole discretion, the Companies may waive the IPO Condition. In addition, the Redemption Date may be delayed until such time (but not later than June 30, 2015) as the IPO Condition is satisfied or waived by the Companies in their sole discretion. Holders

The ~~Indenture~~information isset ~~filed~~forth asin ~~Exhibit~~Item 41.802 toregarding ~~Parent’s Registration~~the ~~Statement~~discharge onof ~~Form~~the ~~S-1~~PIK ~~dated~~Notes ~~January 21,~~Indenture ~~2014~~is incorporated herein by reference.

2SIGNATURES

~~SIGNATURES~~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.

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.

SIGNATURES

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.

PC NEXTCO HOLDINGS, LLC

Date: April 21, 2015

/s/ Michael A. Correale

Michael A. Correale

Chief Financial Officer

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