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): ~~March~~July 1328, 2015

PARTY CITY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

333-173690

20-1033029

(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 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure

OnBeginning ~~March~~on July 1329, 2015, Party City Holdings Inc.’s ~~indirect~~(the “Company”) ~~parent~~intends to make available to potential lenders certain information regarding the business and operations of the Company in connection with a proposed debt refinancing transaction, including refinancing of (i) that certain ABL Credit Agreement, dated as of July 27, 2012, among PC Intermediate Holdings, Inc., the Company, Party City ~~Holdco~~Corporation (as successor by merger to PC Finance Sub, Inc.), the subsidiaries of the borrowers from time to time party thereto, the financial institutions party thereto as lenders, and Deutsche Bank Trust Company Americas, as Administrative Agent (as amended, restated, supplemented or otherwise modified, the “~~Parent~~ABL Credit Agreement”) and (ii) that certain Term Loan Credit Agreement, ~~filed~~dated anas ~~amendment~~of July 27, 2012, among PC Intermediate Holdings, Inc., the Company, Party City Corporation (as successor by merger to ~~its~~PC ~~registration~~Finance ~~statement~~Sub, onInc.), ~~Form S-1~~the ~~with~~subsidiaries of the ~~Securities~~borrowers from time to time party thereto, the financial institutions party thereto as lenders, and ~~Exchange~~Deutsche ~~Commission~~Bank ~~relating~~Trust Company Americas, as Administrative Agent (as amended, restated, supplemented or otherwise modified, the “Term Loan Credit Agreement”). In addition the Company intends to redeem $350 million of its ~~proposed~~outstanding ~~initial~~$700 ~~public~~million ~~offering~~aggregate principal amount 8.875% senior notes due 2020 (the “Notes”) ( the refinancing of ~~its~~the ~~common~~ABL ~~stock,~~Credit ~~which~~Agreement ~~contains~~and the Term Loan Credit Agreement, ~~among~~and the partial ~~other~~redemption ~~things~~of the Notes collectively, ~~Parent’s~~the ~~audited~~“Refinancing”). ~~financial~~Certain ~~statements~~portions of that information are attached hereto as ofExhibit ~~December 31,~~99.1 ~~2014~~and are incorporated herein by reference.

~~This~~The ~~Current~~consummation ~~Report~~of ~~on Form 8-K does not constitute an offer to sell or~~ the ~~solicitation~~proposed ofRefinancing anis ~~offer~~subject to ~~buy~~market ~~the~~and ~~common~~other ~~stock~~conditions ~~discussed herein,~~ and there ~~shall~~can ~~not~~ be ~~any~~no ~~offer,~~assurance ~~solicitation~~as orto ~~sale~~the terms of the ~~common~~proposed Refinancing ~~stock~~or inthat ~~any~~the ~~state~~proposed ~~in which such offer~~Refinancing, ~~solicitation~~including ~~or sale would be unlawful prior to registration or qualification under~~ the ~~securities~~partial ~~laws~~redemption of ~~any~~the ~~such~~Notes, ~~state~~will occur.

This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This current report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “subject to,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. These forward-looking statements involve a number of risks, uncertainties, and other factors including the failure to consummate the new senior secured credit facility or redemption and potential changes in market conditions that could cause actual results to differ materially from those expressed or implied by such statement. We caution investors not to place undue reliance on these forward-looking statements. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties that we face.

The information contained in this Item 7.01 is intended to be furnished under Item 7.01 of Form 8-K (Regulation FD Disclosure). This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Certain information presented to potential investors

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.

2Exhibit Index


99.1		Certain information presented to potential investors

PARTY CITY HOLDINGS INC.

Date: March 13, 2015

/s/ Michael A. Correale

Date: July 28, 2015

/s/ Michael A. Correale

Michael A. Correale

Chief Financial Officer

Filing Compare · Party City Holdings Inc.