UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Planet Hollywood International, Inc.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
0007270251
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(CUSIP Number)
Alphonso A. Christian, II, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5696
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 24, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13(d)-1(f) or 240.13d-1(g), check
the following box |X|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.. Seess. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
<PAGE>
SCHEDULE 13D
CUSIP No. 0007270251 Page _______ of ________ Pages
------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Al Saud
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
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7 SOLE VOTING POWER
NUMBER OF 16,299,237 shares
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING -----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
16,299,237 shares
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,299,237 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.77%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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<PAGE>
SCHEDULE 13D
CUSIP No. 0007270251 Page _______ of ________ Pages
------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kingdom Planet Hollywood, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
NUMBER OF 16,299,237 shares
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING -----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
16,299,237 shares
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,299,237 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.77%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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<PAGE>
Item 1. Security and Issuer
-------------------
This statement relates to the Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), of Plant Hollywood International, Inc. (the
"Company"). The principal executive offices of the Company are located at 8669
Commodity Circle, Orlando, Florida 32819.
Item 2. Identity and Background
-----------------------
This statement is being filed by His Royal Highness Prince Alwaleed Bin
Talal Bin Abdulaziz Al Saud ("HRH"), an individual, whose business address is
Kingdom Holding Company, P.O. Box 8653, Riyadh, 11492, Kingdom of Saudi Arabia.
HRH is a citizen of the Kingdom of Saudi Arabia. HRH is the founder and majority
owner of Kingdom Holding Company, a Saudi Arabian based corporation with
interests in Saudi Arabian banking, real estate development, supermarkets, media
and broadcasting and the travel industry.
This statement is also being filed by Kingdom Planet Hollywood, Ltd., a
company organized under the laws of the Cayman Islands ("KPH"). KPH's registered
office address is c/o Kingdom Holding Company, P.O. Box 8653, Riyadh 11492
Kingdom of Saudi Arabia. KPH is a direct, wholly owned subsidiary of Kingdom
5-KR-10, Ltd., ("KR-10"), a company organized under the laws of the Cayman
Islands. The registered securities of KR-10 are held by Coutts (Cayman) Limited
("Trustee"), as trustee of the Kingdom One Trust, a trust created by HRH for the
benefit of himself and his family under the laws of the Cayman Islands (the
"Trust").
HRH and KPH had previously filed a Schedule 13G, as amended, to report
HRH's and KPH's beneficial ownership of Class A Common Stock. This Schedule 13D
is being filed as a result of the arrangements and understanding of HRH and
others described in Item 4, below.
Neither HRH nor KPH has during the last five years been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree and final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
As previously disclosed in Amendment No. 1 to Schedule 13G filed by HRH
and KPH with the Securities and Exchange Commission on February 9, 1999, HRH and
KPH have acquired a total of 16,299,237 shares of Class A Common Stock of
-4-
<PAGE>
the Company. 13,069,600 of such shares were purchased from the Company and other
stockholders pursuant to the terms of various stock purchase agreements, for
aggregate consideration of $74,574,618. 3,229,637 shares were purchased on the
open market through transactions on the New York Stock Exchange prior to 1999,
for aggregate consideration of $37,270,053. The source of all consideration was
HRH's personal funds.
Item 4. Purpose of Transaction
----------------------
On August 24, 1999, the Company announced that it had received notice
of approval by holders of at least $160 million in principal of its Senior
Subordinated Notes due 2005 (the "Notes") of a proposal ("Proposal") for a plan
of reorganization of the Company (the "Plan") in a case to be filed voluntarily
by the Company for relief under chapter 11 of Title 11 U.S.C.
As part of the Proposal, and following confirmation of the Plan by the
bankruptcy court, an investor group would invest a total of $30 million to
acquire approximately 7 million of the 10 million shares of the new Company
common stock (the "New Common Stock") to be issued upon approval of the Plan.
This investor group (the "New Money Investors") would include: (i) KPH; (ii)
Leisure Ventures, Pte., Ltd., a company which KPH understands owns about 12% of
the Class A Common Stock; and (iii) a trust which KPH understands will be
established for the sole benefit of the children of Robert Earl. The New Money
Investors expect to provide an aggregate of up to 10% of the then outstanding
New Common Stock to third parties in exchange for their support of the Company
and its owned and franchised restaurants. The Plan would give the New Money
Investors control over the Company through their ownership of 60% - 70% of the
New Common Stock.
In connection with the Proposal, certain escrow arrangements must be
in place in order for the Noteholders and the Company to be committed to pursue
the Plan, and it is understood that negotiations with the Noteholders (and the
committee that is informally representing the Noteholders, such committee, the
"Informal Noteholders' Committee") are underway on the terms of that escrow
arrangement. Pending an agreement on the terms of the escrow arrangement, and in
order to maintain the effectiveness of the Proposal, the New Money Investors
have deposited a total of $5 million in escrow to be applied towards their
purchase of New Common Stock pursuant to the Proposal, if the terms of the
escrow arrangement can be finalized. The New Money Investors signed an escrow
agreement, dated August 26, 1999, governing the escrow deposit. If no agreement
with respect to the escrow arrangement is reached with the Informal Noteholders
Committee, the escrow deposit can be returned to the New Money Investors and the
New Money Investors would not have any agreement, understanding or arrangement
with respect to any further investment in the Company. KPH has been advised by
counsel for the other New Money Investors
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<PAGE>
that they consider the uncertainties with respect to the escrow arrangements to
be sufficiently important that they do not believe an agreement has been
reached.
The Proposal provides for the Company to file the Plan by September 30,
1999, with the objective that the contemplated transactions be completed by
December 21, 1999. As part of the Plan: (i) the Noteholders would receive $47.5
million in cash, $60 million in new, secured payment-in-kind notes to be issued
by the Company, and 2.65 million shares of New Common Stock; (ii) the Company
would work with the Informal Noteholders' Committee and use its best efforts to
settle claims of unsecured creditors (other than a convenience class of general
unsecured claims in allowed amounts not exceeding a predetermined threshold
agreed by the Informal Noteholders' Committee ("Convenience Creditors")) and, to
the extent not settled, the claimants would recover a dollar value on their
claims not less than the value of the per dollar distributions allowed the
Noteholders; (iii) the Convenience Creditors would be paid in full; and (iv) the
holders of existing equity securities of the Company would receive 200,000
three-year warrants with a strike price set to be "in-the-money" to the extent
unsecured creditors receive full recovery on their claims. In connection with
the Plan, Company would intend to register the New Common Stock and have it
traded on a national securities exchange or the NASDAQ National Market System.
All currently existing equity securities shall be deemed canceled following
approval of the Plan by the bankruptcy court.
The Proposal also contemplates that the Company will: (i) obtain a
minimum $40 million bridge financing through the issuance of senior secured
promissory notes (subordinate only to the working capital facility); (ii) obtain
a post-bankruptcy working capital facility for up to $25 million, secured by
receivables and inventory; and (iii) present the Noteholders a post-bankruptcy
business plan for the Company, reasonably acceptable to the Informal
Noteholders' Committee; and (iv) use its best efforts to reduce operating
overhead wherever practicable.
As part of the Plan, the Company's Board of Directors would have 7
members, 2 of whom would be appointed by the Noteholders and 5 appointed by the
New Money Investors. Supermajority approval would be required for any insider
transactions or "Major Transactions" (to be defined). Robert Earl would be Chief
Executive Officer, and selection of a certain other officers would be subject to
the reasonable approval of the Informal Noteholders' Committee and supermajority
approval of the Board of Directors.
With respect to the Class A Common Stock that KPH currently owns, the
purpose of purchasing those shares by HRH was to acquire the securities for
investment purposes. HRH, depending upon market conditions and other factors, in
the future may acquire additional shares of Class A Common Stock or dispose of
-6-
<PAGE>
all or a portion of the Class A Common Stock which HRH now owns or hereafter may
acquire.
Item 5. Interest in Securities of the Issuer
------------------------------------
As of September 2, 1999, HRH and KPH beneficially owned in the
aggregate the following shares of Class A Common Stock:
(a) Amount and percent beneficially owned: 16,299,237 shares;
16.77%
(b) Number of shares as to which such persons have:
(i) Sole power to vote or direct the vote: 16,299,237
shares
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose or to direct the disposition of:
16,299,237 shares
(iv) Shared power to dispose or to direct the disposition
of: None
(c) Neither HRH nor KPH have purchased any shares of Class A Common
Stock during the 60 days preceding the date of this Schedule 13D.
(d) KPH is wholly-owned by KR-10 which, as reported above, is held by
the Trustee as part of the Trust. Under the terms of the Trust, HRH has the
power to appoint a majority of the directors of KR-10, the parent company of
KPH. Through HRH's ability to appoint a majority of the board of directors of
KR-10, for the purposes of Rule 13d-3 of Regulation 13D-G under the Securities
Exchange Act of 1934, HRH can indirectly control the disposition and voting of
the securities beneficially owned by KPH.
Under the terms of the Trust, among other things, the Trustee is
prohibited from selling or transferring or otherwise encumbering the securities
of KR-10. Furthermore, HRH has retained the power to revoke the Trust and to
appoint and remove the Trustee at any time for any reason.
Since the Company shares are held in the name of KPH, KPH has the right
to receive dividends from, or proceeds from the sale of, the Company shares;
however, HRH, through HRH's ability to appoint a majority of the board of
directors of KR-10, will retain the power to direct any disposition of such
dividends or proceeds. Any funds distributed by KPH to KR-10, and from KR-10 to
the Trust, will be held and administered by the Trustee, in accordance with the
provisions of the Trust, for the benefit of HRH and his family.
-7-
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-----------------------------------
Except as described herein, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) between HRH and KPH, on
the one hand, and any persons, on the other hand, with respect to any securities
of the Company.
Item 7. Materials to be Filed as Exhibits
---------------------------------
1.** Planet Hollywood 12% Restricted Noteholders' Subcommittee Revised
Proposal, August 9, 1999
2. Escrow Agreement dated August 26, 1999.
**Confidential treatment has been requested for portions of this exhibit
-8-
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
September 3, 1999 /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz al Saud
- ----------------- -------------------------------------------------------
Date H.R.H. Prince Alwaleed Bin Talal
Bin Abdulaziz Al Saud
KINGDOM PLANET HOLLYWOOD, LTD.
September 3, 1999 By: /s/ HRH Prince Alwaleed Bin Talal Bin Abdulaziz al Saud
- ----------------- -------------------------------------------------------
Date Name: H.R.H. Prince Alwaleed Bin Talal
Bin Abdulaziz Al Saud
Title: President
-9-
EXHIBIT 1
****Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designed as [*****]. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission****
PLANET HOLLYWOOD 12% RESTRICTED NOTEHOLDERS'
--------------------------------------------
SUBCOMMITTEE REVISED PROPOSAL
-----------------------------
August 9, 1999
"For Settlement Purposes Only"
I. Classes:
--------
Class 1: Priority, Administrative and Tax Claims.
Class 2: Sun Trust Lease Facility.
Class 3: Holders of $250mm 12% Senior Subordinated Notes due
2005 (the "Notes") (including accrued interest).
Class 4: Other Unsecured Creditors, including Accounts
Payable, Accrued Expenses, lease rejection claims
and any claims of Kingdom Planet Hollywood or its
shareholders or management.
Class 5: Convenience Class, consisting of general unsecured
claims in allowed amounts that do not exceed a
pre-designated threshold to be agreed upon between
the Company and the Informal Noteholders' Committee.
Class 6: Existing Equity.
II. Treatment of Claims and Equity Interests:
-----------------------------------------
II.1 Class I will be unimpaired. To the extent not paid
in ordinary course by Debtor, paid in cash, in full,
on the Effective Date.
II.2 Class 2 will be unimpaired. SunTrust will be paid in
cash, in full, on the Effective Date.
II.3 Class 3 will be impaired. On Effective Date, Class 3
will receive (1) $47.5 million in cash; (2) $60
million in New Secured PIK Notes; and (3) 2.65
million shares of New
<PAGE>
Common Stock. The terms of those distributions are
outlined below.
II.4 Class 4 will be impaired. In advance of confirmation
of its Plan of Reorganization, the Company will work
with the Informal Noteholders' Committee and use its
best efforts to settle Class 4 claims at levels
reasonably acceptable to the Informal Noteholders'
Committee. To the extent not settled, such claims
shall receive recoveries of a dollar value not less
than the value of the distributions per dollar of
allowed Class 3 claims.
II.5 Class 5 will be unimpaired. Holders of allowed Class
5 claims will be paid in full, in cash, on the
Effective Date.
II.6 Class 6 will be impaired. Existing Equity will
receive 200,000 New Warrants.
III. Implementation and Confirmation of Plan:
----------------------------------------
III.1 New Equity. The Robert Earl Group (the "New Money
Investor"), shall purchase 7 million shares of New
Common Stock (i.e., 70% before dilution) for $4.2857
per share ($30 million).
III.2 New Senior Secured Notes. The Company shall obtain a
minimum $40 million bridge facility, through the
issuance of new notes (the "New Senior Secured
Notes"), with the obligations thereunder to be
secured by substantially all of the Company's
assets, subject only to the liens of the lender
under the Post-Effective Date Working Capital
Facility. The terms of the Senior Secured Notes
shall be no less favorable to the Company than those
outlined in the Company's restructuring proposal of
July 28, 1999.
III.3 Post-Effective Date Working Capital Facility. On or
prior to the effective Date, the Reorganized Debtor
shall use its best efforts to obtain the
Post-Effective Date Working Capital Facility. The
Post-Effective Date Working Capital Facility, among
other things, shall (i) be effective on the
Effective Date, (ii) be a senior facility secured by
receivables and inventory, (iii) provide for
aggregate borrowing, not to exceed $25 million; and
(iv) have terms to be mutually agreed to by the
Debtors and the Informal Noteholders' Committee in
good faith.
-2-
<PAGE>
****Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designed as [*****]. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission****
III.4 New Securities of Reorganized Company. The
Reorganized Debtor shall authorize the issuance of
the New Senior Secured Notes, the New Secured PIK
Notes (see attached description), 11.2 million
shares of New Common Stock (10 million of which are
to be available and issued as of the Effective
Date), 200,000 New Warrants, each for the purchase
of one share of New Common Stock (see attached
description), and 1 million management and celebrity
options, each for the purchase of one share of New
Common Stock. The Company will use its best efforts
to cause the New Common Stock to be listed for
trading on a national securities exchange or the
NASDAQ National Market System. All currently
existing equity securities shall be deemed canceled
as of the Effective Date.
III.5 Board of Directors and Management. The Board will be
comprised of seven members, five of whom shall be
appointed by the New Money Investor and two of whom
shall be appointed by Noteholders. A supermajority
equal to the greater of six-members and 75% of the
Board shall be required for the approval of any
insider transactions and Major Transactions (to be
defined). Upon the repayment in full of the New
Secured PIK Notes, the number of Noteholder Board
appointees shall be reduced to one member. Robert
Earl will be the Company's post-Effective Date Chief
Executive Officer. Selection of [*****] for the
Company prior to the Effective Date shall be subject
to the Informal Noteholders' Committee's consent,
such consent not to be unreasonably withheld;
thereafter, such selection shall be subject to
supermajority approval of at least six (6) members
of the Company's Board of Directors.
Financial incentives will be offered to
post-Effective Date management and the Company's
celebrity supporters in the form of a new stock
option plan, which would provide options to purchase
1 million shares of New Common Stock. The allocation
of options between post-Effective Date management
and the celebrities, and the vesting
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<PAGE>
****Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designed as [*****]. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission****
schedule of such options, shall be reasonably
acceptable to the Informal Noteholders' Committee.
Such options shall have a five-year term and be set
at an exercise price based upon the fair market
value of the Company's stock as of the Effective
Date.
III.6 Future Operations. Prior to the Plan confirmation
date, the Company shall present the Noteholders with
a post-Effective Date business plan (including a
store closing plan and asset sale timetable) in form
and substance reasonably satisfactory to the
Informal Noteholders' Committee. The Company will
use its best efforts to reduce operating overhead
wherever practicable.
III.7 Pre-bankruptcy Standstill. Prior to filing for
chapter 11 relief, the Company will declare a
moratorium on the payment of all non-ordinary course
debt, except that the Company shall have the right
to repay the SunTrust Facility. The Company will not
pay such debt (other than the SunTrust Facility) or
enter into any transactions outside the ordinary
course of business (including, without limitation,
sales of assets, major funding obligations, capital
expenditures, and lease termination settlements)
without the consent of the Informal Noteholders'
Committee, such consent not to be unreasonably
withheld [*****].
III.8 Timing. By the earlier to occur of: (a) the fifth
business day after the Company's acceptance of this
proposal; or (b) August 10, 1999, the Company shall
demonstrate, to the reasonable satisfaction of the
Informal Noteholders' Committee, the financial
wherewithal of each of the New Money Investor and
the prospective holders of the New Senior Secured
Notes to fulfill their respective obligations under
the Plan. In addition, the Plan of Reorganization
shall be filed no later than September 20, 1999, and
the Effective Date for the entire transaction is to
occur not later than December 21, 1999. Additional
interim timing benchmarks will be negotiated.
-4-
<PAGE>
III.9 Escrow. By the fifth business day after the Company
is advised in writing that the holders of $160
million in principal amount of the Notes have agreed
to this term sheet, the New Money Investor shall
place $5 million in escrow (the "Good Faith
Deposit") to be applied toward the satisfaction of
the New Money Investor's obligations under the Plan.
The Good Faith Deposit shall be nonrefundable,
except if a plan containing terms no less favorable
to the Noteholders than this proposal is not
accepted by holders of $160 million in principal
amount of the Notes. If the New Jersey Investor
fails to make the Good Faith Deposit when due, or
otherwise falls to satisfy its obligations
hereunder, the Company shall consent to a
restructuring plan for the Company in substantially
the form of the Informal Noteholders' Committee's
restructuring proposal dated May 6, 1999.
-5-
<PAGE>
NEW SECURED PIK NOTE TERMS:
Issuer: Planet Hollywood International, Inc.
Guarantors: Reorganized Parent and all Operating Subsidiaries
Principal Amount: $60 MM
Maturity: Fifth anniversary of Effective Date
Interest: Payable semi-annually in cash, at 10% per annum, or, at
the sole election of the issuer, payable in kind in
additional New Secured PIK Notes at 12.75% per annum;
provided, however, that commenting two and one-half years
after the Effective Date, interest on the New Secured PIK
Notes shall be payable only in cash at 10% per annum; and
further provided, however, that after 1 year from the date
of issuance, interest on the New Secured 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 New Secured PIK Notes shall be secured by liens on
substantially al 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: New Secured PIK Notes may be redeemed, in
whole or in part, at any time, at the option of the
Issuer, 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
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<PAGE>
Capital Facility exceeds $25 million, then 50% of such
excess shall be used to redeem the New Secured PIK Notes.
NEW WARRANT TERMS:
Issuer: Planet Hollywood International, Inc.
Strike Price: Set at a level such that value will accrue and be
"in-the-money" to such warrants to the extent unsecured
creditors receive full recovery on their claims (including
accrued and unpaid interest as of the date of the filing
of the Company's chapter 11 case).
Term: 3 years after the date of issue.
-7-
EXHIBIT 2
August 26, 1999
New Money Investors (as defined below)
RE: ESCROW AGREEMENT
Ladies and Gentlemen:
This letter agreement sets forth the terms and conditions under which
Gray, Harris & Robinson, P.A. ("Escrow Agent") will act as Escrow Agent for the
undersigned parties (the "New Money Investors").
In connection with the restructuring plan of Planet Hollywood
International, Inc. ("PHII"), certain of PHII's creditors and the New Money
Investors have agreed to those terms and conditions outlined in the Planet
Hollywood 12% Restricted Noteholders' Subcommittee Revised Proposal dated August
9, 1999 (the "Proposal"), a copy of which is attached hereto as Exhibit A.
Pursuant to the terms of the Proposal, the New Money Investors are required to
deposit Five Million Dollars (U.S. $5,000,000) into escrow (the "Good Faith
Deposit") to evidence their good faith intent in pursuing the transactions
contemplated by the Proposal and the New Money Investors have agreed to deposit
the Good Faith Deposit with Escrow Agent for it to hold pursuant to the terms of
this Agreement:
1. All capitalized terms not defined herein shall have the meaning set
forth in the Proposal.
2. Escrow Agent is hereby appointed depositary for the New Money
Investors with respect to the Good Faith Deposit, which sum shall be
deposited by the New Money Investors on the date hereof.
3. Escrow Agent agrees to hold the Good Faith Deposit in an interest
bearing account, with all interest accruing to the benefit of the New
Money Investors.
4. Upon the "Effective Date" of a plan of reorganization (as that term
is defined in such plan) which is in accord with the terms of the
Proposal, which is not less favorable to the Noteholders or to the
New Money Investors than the Proposal, and which is the subject of an
non-appealable, final order of confirmation entered by a court of
competent jurisdiction (the "Bankruptcy Court") over the case begun
by PHII's filing of a voluntary petition for relief under chapter 11
of Title 11 U.S.C., the Good Faith Deposit ( and all interest accrued
thereon) shall
<PAGE>
New Money Investors
Page 2
August 26, 1999
be applied toward the payment of the New Money Investors' obligations
under such plan (as contemplated by Section III.1 of the Proposal),
provided that such Effective Date shall occur on or before December
21, 1999.
5. In the event that the Effective Date of such a plan shall not have
occurred on or before December 21, 1999, the Good Faith Deposit (and
all interest accrued thereon) shall be returned to the New Money
Investors.
6. The Escrow Agent may act in reliance upon any writing or instrument
or signature which it, in good faith, believes to be genuine; may
assume the validity and accuracy of any statements or assertions
contained in such writing or instrument; and may assume that any
person purporting to give any writing, notice, advice or instruction
in connection with the provisions hereof has been duly authorized to
do so. The Escrow Agent shall not be liable in any manner for the
sufficiency or correctness as to form, manner of execution, or
validity of any written instructions delivered to it; nor as to the
identity, authority, or rights of any person executing the same. The
duties of the Escrow Agent shall be limited to the safekeeping of the
Good Faith Deposit Collateral and to disbursements of same in
accordance with the provisions hereof. The Escrow Agent undertakes to
perform only such duties as are expressly set forth herein, and no
implied duties or obligations of the Escrow Agent shall be implied by
virtue of this Agreement.
7. The Escrow Agent may consult with counsel of its own choice and shall
have full and complete authorization and protection for any action
taken or suffered by it hereunder in good faith and in accordance
with the opinion of such counsel. The Escrow Agent shall not be
liable for any mistakes of fact or error of judgment, or for any acts
or omissions of any kind unless caused by its willful misconduct or
gross negligence.
8. Notwithstanding any provisions contained herein to the contrary, in
the event of disagreement about the interpretation of this Agreement,
or about the rights and obligations of the parties hereto, or the
propriety of any action contemplated by the Escrow Agent hereunder,
the Escrow Agent may, in its sole discretion, file an action in
interpleader (in accordance with paragraph 12 below) to resolve said
disagreement. The Escrow Agent shall be indemnified pursuant to the
provisions of this Agreement for all costs and attorneys' fees
incurred
<PAGE>
New Money Investors
Page 3
August 26, 1999
by it in its capacity as Escrow Agent in connection with any such
interpleader action and shall be fully protected in suspending all or
part of its activities under this Agreement until a final judgment in
the interpleader action is resolved.
9. The Escrow Agent may resign at any time upon the giving of five (5)
days written notice to the other parties of this Agreement. Upon such
resignation, the New Money Investors shall jointly appoint a
successor escrow agent, who shall assume the duties of Escrow Agent
hereunder by supplement hereto. If a successor escrow agent is not
appointed within five (5) days after notice of resignation, the
Escrow Agent may petition any court of competent jurisdiction to name
a successor escrow agent.
10. The New Money Investors shall jointly and severally reimburse the
Escrow Agent for all reasonable expenses incurred by the Escrow Agent
in connection with duties hereunder. Unless and until the Escrow
Agent is determined by a court of competent jurisdiction to have
discharged any of its duties hereunder in a grossly negligent manner
or to have been guilty of willful misconduct with regard to any of
its duties hereunder, the New Money Investors shall jointly and
severally indemnify and hold the Escrow Agent harmless from any and
all claims, liabilities, losses, actions, suits, proceedings at law
or in equity, or any other expenses, fees or charges of any nature
whatsoever, which it may incur or with which it may be threatened by
reasons of its acting as Escrow Agent under this Agreement; and in
connection therewith to indemnify the Escrow Agent against any and
all expenses including attorneys' fees and costs of defending any
action, suit or proceedings or resisting any claim in such capacity;
provided, however, that in the event of a dispute between the New
Money Investors and any of the Noteholders, the nonprevailing party
shall indemnify and hold the prevailing party harmless against any
and all costs and expenses (including attorneys' fees incurred by the
prevailing party pursuant to the provisions hereof).
11. This Agreement shall be construed and enforced in accordance with the
laws of the State of Florida, both substantive and remedial,
notwithstanding any conflict of laws provision.
12. This Agreement shall be subject to the exclusive jurisdiction of the
Bankruptcy Court unless the Bankruptcy Court is either unable or
unwilling to exercise such jurisdiction, in which event, this
Agreement
<PAGE>
New Money Investors
Page 4
August 26, 1999
shall be subject to the exclusive jurisdiction of the courts of
Orange County, Florida. The parties to this Agreement irrevocably and
expressly agree to submit to the jurisdiction of the Bankruptcy Court
and the courts of the State of Florida, as applicable, for the
purpose of resolving any disputes among the parties relating to this
Agreement or the transactions contemplated hereby. The parties
irrevocably waive, to the fullest extent permitted by law, any
objection which they may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this
Agreement, or any judgment entered by any court in respect hereof
brought in the Bankruptcy Court or the State of Florida, and further
irrevocably waive any claim that any suit, action or proceeding
brought in the Bankruptcy Court or Orange County, Florida has been
brought in an inconvenient forum.
13. This Agreement may be executed in one or more counterparts by the
parties hereto. All counterparts shall be construed together and
shall constitute one instrument. Each counterpart shall be deemed an
original hereof notwithstanding less than all of the parties may have
executed it. All facsimile executions shall be treated as originals
for all purposes.
If you agree with the terms set forth herein, please execute both copies of
this Agreement where indicated below, retain one for your records, and return
one to us at your earliest convenience.
Sincerely
GRAY, HARRIS & ROBINSON, P.A.
Agreed and accepted this
______ day of August, 1999:
Kingdom Planet Hollywood, Ltd.
By: /s/
-----------------------
Name: Gary R. Davis
Its: Chief Executive Officer
<PAGE>
New Money Investors
Page 5
August 26, 1999
A trust to be formed for the benefit of
Robert Earl's children
- ----------------------------------------
[New Money Investor's legal name]
By: /s/
--------------------------------
Name: Thomas KESSLER
Its: Director
Leisure Ventures PTE LTD
- ----------------------------------------
[New Money Investor's legal name]
By: /s/
---------------------------------
Name: Stephen Lau
Its: Director
