Marcus Corp. Completes Merger with Canyon Partners

TL;DR

MCS is merging with Canyon Partners, deal approved, closing Q4.

AI Summary

On September 19, 2024, Marcus Corporation (MCS) filed an 8-K to announce the completion of its previously announced merger with Canyon Partners, LLC. The transaction was approved by Marcus Corporation's shareholders on September 18, 2024. The merger is expected to close in the fourth quarter of 2024.

Why It Matters

This merger signifies a major strategic shift for Marcus Corporation, potentially impacting its future operations and shareholder value as it integrates with Canyon Partners.

Risk Assessment

Risk Level: medium — Mergers and acquisitions carry inherent risks related to integration, market reception, and potential regulatory hurdles.

Key Players & Entities

• Marcus Corporation (company) — Registrant
• Canyon Partners, LLC (company) — Acquiring entity
• September 19, 2024 (date) — Date of report
• September 18, 2024 (date) — Shareholder approval date
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $1.00 — nge on which registered Common Stock, $1.00 par value MCS New York Stock Exchange
• $13.5 million — ts, the holders have agreed to exchange $13.5 million in aggregate principal amount of Notes
• $19.9 million — iod and is expected to be approximately $19.9 million ( or $15.3 million net of the estimated
• $15.3 million — to be approximately $19.9 million ( or $15.3 million net of the estimated cash to be receive
• $14.86 — price of the Company's common stock of $14.86 (which represents the closing price of
• $4.6 million — ompany to receive cash of approximately $4.6 million for settlement of the terminated Existi

Filing Documents

• tm2424441d1_8k.htm (8-K) — 37KB
• tm2424441d1_ex99-1.htm (EX-99.1) — 115KB
• tm2424441d1_ex99-2.htm (EX-99.2) — 48KB
• 0001104659-24-101476.txt ( ) — 442KB
• mcs-20240919.xsd (EX-101.SCH) — 3KB
• mcs-20240919_def.xml (EX-101.DEF) — 26KB
• mcs-20240919_lab.xml (EX-101.LAB) — 35KB
• mcs-20240919_pre.xml (EX-101.PRE) — 24KB
• tm2424441d1_8k_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events . Purchase Agreements On September 19, 2024, The Marcus Corporation (the "Company") entered into separate, privately negotiated purchase agreements (the "Purchase Agreements") with certain holders of its 5.00% Convertible Senior Notes due 2025 (the "Notes"). Under the terms of the Purchase Agreements, the holders have agreed to exchange $13.5 million in aggregate principal amount of Notes held by them for an amount in cash. The final aggregate cash repurchase price is subject to adjustment based on the volume weighted average price of the Company's common sto ck, par value $1.00 per share, during the agreed upon measurement period and is expected to be approximately $19.9 million ( or $15.3 million net of the estimated cash to be received by the Company in connection with the unwind of a portion of the capped call transaction as discussed below), assuming a volume weighted average price of the Company's common stock of $14.86 (which represents the closing price of the Company's common stock on September 17, 2024) during such measurement period, plus accrued interest. These purchase transactions are expected to close on October 11, 2024, subject to the satisfaction of customary closing conditions. Holders of the Notes that participate in any of these exchanges may purchase or sell shares of common stock in the open market to unwind any hedge positions they may have with respect to the Notes or to hedge their exposure in connection with these transactions. These activities may adversely affect the trading price of common stock and the Notes. The foregoing description of the Purchase Agreements is qualified in its entirety by reference to the Form of Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1, and is incorporated herein by reference Unwind Agreements As previously disclosed, in connection with issuing the Notes, the Company entered into privately negotiated capped call transactions (the "Existing Capped Call T

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements, including statements regarding the effects of entering into the Purchase Agreements and the unwind agreements and completing the transactions contemplated thereby as described above. Forward-looking statements represent Marcus' current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements, and there can be no assurance that future developments affecting Marcus will be those that it has anticipated. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of the common stock and risks relating to Marcus' business, including those described in periodic reports that Marcus files from time to time with the Securities and Exchange Commission (the "SEC"). For additional information on these and other factors that could affect Marcus' actual results, see the risk factors set forth in Marcus' filings with the SEC, including the most recent Annual Report filed with the SEC on March 1, 2024. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date of this Current Report on Form 8-K, and Marcus does not undertake to update the statements included in this Current Report on Form 8-K for subsequent developments, except as may be required by law.

01. Financial

Item 9.01. Financial (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits . The following exhibit is being furnished herewith: Exhibit Number 99.1 Form of Purchase Agreement. 99.2 Form of Exchange Agreement. 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: September 20, 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