Marcus Corp Enters Material Definitive Agreement

TL;DR

Marcus Corp just signed a big deal, could affect financials.

AI Summary

On July 9, 2024, Marcus Corporation entered into a Material Definitive Agreement related to a financial obligation. The company, headquartered in Milwaukee, Wisconsin, filed an 8-K report detailing this event. Specific details regarding the nature of the agreement and the financial obligation were not fully disclosed in the provided text, but it constitutes a significant event for the company.

Why It Matters

This filing indicates a significant new financial commitment or agreement for Marcus Corporation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks or alter existing financial structures for a company.

Key Numbers

• 1-12604 — Commission File Number (SEC File Number for Marcus Corp)
• 39-1139844 — IRS Employer Identification No. (Tax identification for Marcus Corp)

Key Players & Entities

• Marcus Corporation (company) — Registrant
• July 9, 2024 (date) — Date of earliest event reported
• Wisconsin (location) — State of incorporation
• 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125 (address) — Principal executive offices
• 4142726020 (phone_number) — Business phone

FAQ

Key Financial Figures

• $1.00 — ange on which registered Common Stock, $1.00 par value MCS New York Stock Exchange
• $60 million — o which the Company issued and sold (i) $60 million in aggregate principal amount of the Co
• $40 million — y 9, 2031 (the "6.89% Notes"), and (ii) $40 million in aggregate principal amount of the Co
• $86.4 million — completed repurchases and retirement of $86.4 million of aggregate principal amount of senior

Filing Documents

• mcs-20240709.htm (8-K) — 39KB
• mcs-2024x0709xexx41.htm (EX-4.1) — 564KB
• mcs-20240709xex991.htm (EX-99.1) — 13KB
• marcus_masthead1.jpg (GRAPHIC) — 341KB
• 0000062234-24-000040.txt ( ) — 1289KB
• mcs-20240709.xsd (EX-101.SCH) — 2KB
• mcs-20240709_lab.xml (EX-101.LAB) — 22KB
• mcs-20240709_pre.xml (EX-101.PRE) — 13KB
• mcs-20240709_htm.xml (XML) — 3KB

01 . Entry into a Material Definitive Agreement

Item 1.01 . Entry into a Material Definitive Agreement . On July 9, 2024, The Marcus Corporation (the "Company") entered into a Master Note Purchase Agreement (the "Agreement") with the several purchasers party to the Agreement, pursuant to which the Company issued and sold (i) $60 million in aggregate principal amount of the Company's 6.89% Series 2024 Senior Notes, Tranche A due July 9, 2031 (the "6.89% Notes"), and (ii) $40 million in aggregate principal amount of the Company's 7.02% Series 2024 Senior Notes, Tranche B due July 9, 2034 (the "7.02% Notes" and, together with the 6.89% Notes, the "Notes") in private placements exempt from the registration requirements of the Securities Act of 1933, as amended. The Company will use the net proceeds of the sale of the Notes to repay outstanding indebtedness and for general corporate purposes. Interest on the Notes is payable semi-annually in arrears on the 9 th day of January and July in each year, commencing on January 9, 2025, and on the applicable maturity date for the Notes. The Company will make required prepayments of principal on the dates and in the amounts specified in the Agreement. The Company may make optional prepayments, at any time, upon prior notice, of all or part of the Notes, subject to the payment of a make-whole amount (as defined in the Agreement). The entire outstanding principal balance of the 6.89% Notes will be due and payable on July 9, 2031 and the entire outstanding principal balance of the 7.02% Notes will be due and payable on July 9, 2034. The Agreement contains various restrictions and covenants applicable to the Company and certain of its subsidiaries. Among other requirements, the Agreement requires the Company to maintain (i) a ratio of consolidated net debt (as defined in the Agreement) to consolidated EBITDA (as defined in the Agreement) of 3.50 to 1.00 or less, with some temporary exceptions for material acquisitions, and (ii) a minimum ratio of consolidated EBITDA to conso

01 . Other Events

Item 8.01 . Other Events . On July 15, 2024, the Company issued a press release announcing the Agreement and discussing the previously disclosed and soon to be completed repurchases and retirement of $86.4 million of aggregate principal amount of senior convertible notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits . The following exhibit is being furnished herewith: Exhibit Number 4.1 Master Note Purchase Agreement, dated as of July 9, 2024, by and among The Marcus Corporation and the several purchasers party thereto. 99.1 Press Release of The Marcus Corporation, dated July 15, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. THE MARCUS CORPORATION Date: July 15, 2024 By: /s/ Chad M. Paris Chad M. Paris Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR