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
AUGUST 17, 1999
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Date of Report (Date of earliest event reported)
PLANET HOLLYWOOD INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 00028230 59-3283783
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
8669 COMMODITY CIRCLE
ORLANDO, FLORIDA 32819
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(Address of principal executive office, including zip code)
(407) 363-7827
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On August 17, 1999, Planet Hollywood International, Inc. (the
"Company") announced that it had entered into an agreement in principle with a
subcommittee representing holders of its Senior Subordinated Notes due 2005 (the
"Notes") and with an investor group organized by Robert Earl, the Company's
founder and Chief Executive Officer, to restructure the Company's financial
position. As part of the proposed agreement, the Company's $250 million Senior
Subordinated Notes due 2005 (the "Notes") would be satisfied by issuing a
combination of $47.5 million cash, $60 million of new Secured Payment-In-Kind
Notes (the "PIK Notes"), and new common stock, which would give holders of the
Notes a 26.5% equity stake in the reorganized Company.
The investor group will invest $30 million to purchase a 70% equity
stake in the reorganized Company and will assist in obtaining a minimum $40
million bridge facility (the "New Senior Secured Notes"), which will be secured
by substantially all of the Company's assets and will receive 3.5% of the new
common stock. The liens of the PIK Notes will be subordinate to the New Senior
Secured Notes and up to $25 million for a working capital facility. Additional
terms of the PIK Notes are set forth in the copy of the PIK Notes term sheet,
attached hereto as Exhibit 99.1 and incorporated herein by reference.
The proposed agreement, which is explained in more detail in the
Company's Current Report on Form 8-K filed on August 18, 1999, is conditioned
upon acceptance by holders of not less than approximately $160 million of the
Notes.
On August 18, 1999, the New York Stock Exchange issued a press release
stating that it would apply to delist the Company's common stock.
ITEM 7. EXHIBITS.
99.1 PIK Notes term sheet
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.
Date: August 23, 1999 PLANET HOLLYWOOD
INTERNATIONAL, INC.
/s/ SCOTT E. JOHNSON
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Name: Scott E. Johnson
Title: Senior Vice President,
General Counsel and Secretary
2
EXHIBIT 99.1
PIK Notes Terms:
Issuer: Planet Hollywood International, Inc.
Guarantors: Reorganized parent and all operating subsidiaries
Principal Amount: $60 million
Maturity: Fifth anniversary of Effective Date
Interest: Payable semi-annually in cash, at 10% per annum,
or at the sole election of the Company, payable
in kind in additional PIK Notes at 12.75% per
annum; provided, however, that commencing two and
one-half years after the Effective Date, interest
on the PIK Notes shall be payable only in cash at
10% per annum; and further provided, however,
that after one year from the date of issuance,
interest on the PIK Notes shall be paid in cash
at 10% per annum if the ratio of the Company's
consolidated EBITDA to Interest Expense is
greater than 1.75 for the last twelve month
period.
Security: The PIK Notes shall be secured by liens on
substantially all of the Company's assets, junior
solely to the New Senior Secured Notes and up to
$25 million of a working capital facility.
Call Protection: The PIK Notes may be redeemed, in whole or in
part, at any time, at the option of the Company,
at par plus accrued and unpaid interest to the
date of redemption.
Covenants: Normal and customary for secured indebtedness of
this nature, to be determined to the reasonable
satisfaction of the informal noteholders'
committee.
Redemption: At an annual measuring point to be agreed upon by
the Company and the informal noteholders'
committee: (a) if the ratio of the Company's
consolidated EBITDA to Interest Expense is
greater than 2.0 for the last twelve month
period; and (b) the sum of the Company's cash
plus availability under its post-Effective Date
working capital facility exceeds $25 million,
then 50% of such excess shall be used to redeem
the PIK Notes.
