UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C FORM 8-K CURRENT REPORT Pursuant t Sectin 13 r 15(d) f the Securities Exchange Act f 1934 Date f Reprt (Date f earliest event reprted): December 4, 2015 ClubCrp Hldings, Inc. (Exact name f registrant as specified in its charter) Nevada (State r ther (Cmmissin File Number) (IRS Emplyer jurisdictin f incrpratin) Identificatin N.) 3030 LBJ Freeway, Suite 600 Dallas, Texas (Address f Principal Executive Offices) (Zip Cde) (972) Registrant s Telephne Number, Including Area Cde Nt Applicable (Frmer Name r Frmer Address, if Changed Since Last Reprt) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins: Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR ) Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR a-12(b)) Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 This Current Reprt n Frm 8-K (this Frm 8-K ) is filed by ClubCrp Hldings, Inc., a Nevada crpratin (the Cmpany ), in cnnectin with the matters described herein. Item Other Events. On December 4, 2015, the Cmpany issued a press release annuncing that ClubCrp Club Operatins, Inc. ( Operatins ), an indirect whlly-wned subsidiary f the Cmpany, priced the previusly annunced ffering f its senir ntes due 2023 (the Senir Ntes ). The aggregate principal amunt f the Senir Ntes will be $350 millin. The Senir Ntes are expected t be guaranteed n a senir unsecured basis by all f Operatins whlly-wned restricted subsidiaries that guarantee Operatins secured credit facilities. The ffering f the Senir Ntes is expected t clse n December 15, 2015, subject t custmary clsing cnditins. Operatins intends t use the net prceeds frm such ffering fr general crprate purpses, including t repay indebtedness under Operatins existing secured credit facilities and fr acquisitins. A cpy f this press release is attached t this Frm 8-K as Exhibit 99.1 and is incrprated herein by reference. Special Nte n Frward-Lking Statements This Frm 8-K cntains frward-lking statements within the meaning f Sectin 27A f the Securities Act f 1933, as amended, and Sectin 21E f the Securities Exchange Act f 1934, as amended, which are subject t the safe harbr created by thse sectins. These frward-lking statements include, but are nt limited t, statements relating t the clsing f the ffering f the Senir Ntes and the anticipated use f prceeds therefrm. The frward-lking statements are nt histrical facts, and are based upn current expectatins, estimates and prjectins, and varius assumptins, many f which, by their nature, are inherently uncertain and beynd management s cntrl. All expectatins, beliefs and prjectins are expressed in gd faith and the Cmpany believes there is a reasnable basis fr them. Hwever, there can be n assurance that management s expectatins, beliefs and prjectins will result r be achieved and actual results may vary materially frm what is expressed in r indicated by the frward-lking statements. These frward-lking statements are subject t a number f risks and uncertainties that culd cause actual results t differ materially frm the frward-lking statements cntained in this Frm 8-K, including factrs set frth in the Cmpany s public filings. This list f factrs is nt intended t be exhaustive. Such frward-lking statements nly speak as f the date f this Frm 8-K, and we assume n bligatin t update any written r ral frward-lking statement made by us r n ur behalf as a result f new infrmatin, future events, r ther factrs. Item Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Descriptin 99.1 Press Release, dated December 4, 2015, f ClubCrp Hldings, Inc. 2

3 SIGNATURE Pursuant t the requirements f the Securities Exchange Act f 1934, as amended, the registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. Date: December 7, 2015 CLUBCORP HOLDINGS, INC. By: /s/ Curtis D. McClellan Curtis D. McClellan Chief Financial Officer and Treasurer 3

4 Exhibit Index Exhibit Number Descriptin 99.1 Press Release, dated December 4, 2015 f ClubCrp Hldings, Inc. 4

5 Exhibit 99.1 CLUBCORP HOLDINGS, INC. ANNOUNCES PRICING OF $350 MILLION SENIOR NOTES OFFERING (DALLAS,TX.)December4,2015 ClubCrp Hldings, Inc. (NYSE: MYCC) (the Cmpany ), a leading wner-peratr f private glf and cuntry clubs and business, sprts and alumni clubs in Nrth America, tday annunced that ClubCrp Club Operatins, Inc. ( Operatins ), an indirect whlly-wned subsidiary f the Cmpany, priced the previusly annunced ffering f its senir ntes due 2023 (the Senir Ntes ). The aggregate principal amunt f the Senir Ntes will be $350 millin. The Senir Ntes will bear interest at the rate f 8.25% per annum, and are expected t be guaranteed n a senir unsecured basis by all f Operatins whlly-wned restricted subsidiaries that guarantee Operatins secured credit facilities. The ffering f the Senir Ntes is expected t clse n December 15, 2015, subject t custmary clsing cnditins. Operatins estimates that the net prceeds frm such ffering will be apprximately $343.2 millin, after deducting the initial purchasers discunts and estimated ffering expenses. Operatins intends t use the net prceeds frm the ffering fr general crprate purpses, including t repay indebtedness under Operatins existing secured credit facilities and fr acquisitins. The Senir Ntes and the related guarantees have nt been and will nt be registered under the Securities Act f 1933, as amended (the Securities Act ), r any state securities laws, and may nt be ffered r sld in the United States absent registratin r an applicable exemptin frm the registratin requirements f the Securities Act and the rules prmulgated thereunder. The Senir Ntes and the related guarantees were ffered nly t qualified institutinal buyers in the United States pursuant t Rule 144A f the Securities Act and in transactins t buyers utside the United States in reliance n Regulatin S under the Securities Act. This press release des nt cnstitute an ffer t sell r a slicitatin f an ffer t sell r buy the securities described abve, nr shall there be any sale, issuance r transfer f such securities in any state r jurisdictin in which such ffer, slicitatin, r sale wuld be unlawful prir t registratin r qualificatin under the securities laws f any such state r jurisdictin. Special Nte n Frward-Lking Statements This press release cntains frward-lking statements within the meaning f Sectin 27A f the Securities Act f 1933, as amended, and Sectin 21E f the Securities Exchange Act f 1934, as amended, which are subject t the safe harbr created by thse sectins. These frward-lking statements include, but are nt limited t, statements relating t the clsing f the ffering f the Senir Ntes and the anticipated use f prceeds therefrm. The frward-lking statements are nt histrical facts, and are based upn current expectatins, estimates and prjectins, and varius assumptins, many f which, by their nature, are inherently uncertain and beynd management s cntrl. All expectatins, beliefs and prjectins are expressed in gd faith and the Cmpany believes there is a reasnable basis fr them. Hwever, there can be n assurance that management s expectatins, beliefs and prjectins will result r be achieved and actual results may vary materially frm what is expressed in r indicated by the frward-lking statements. These frward-lking statements are subject t a number f risks and uncertainties that culd cause actual results t differ materially frm the frward-lking statements cntained in this press release, including factrs set frth in the Cmpany s public filings. This list f factrs is nt intended t be exhaustive. Such frward-lking statements nly speak as f the date f this press release, and we assume n bligatin t update any written r ral frward-lking statement made by us r n ur behalf as a result f new infrmatin, future events, r ther factrs.