Attached files
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
Date of
Report (Date of Earliest Event Reported): October 23, 2009
UNIVERSAL
CITY DEVELOPMENT PARTNERS, LTD.
UCDP
FINANCE, INC.
(Exact
name of Registrant as specified in its charter)
_______________________
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Florida
Florida
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333-108661
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59-3128514
42-1581381
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
employer identification no.)
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1000
Universal Studios Plaza
Orlando,
FL
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32819-7610
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(Address
of principal executive offices)
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(Zip
code)
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(407)
363-8000
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01
Regulation FD Disclosure
On
October 23, 2009, Universal City Development Partners, Ltd. (“UCDP”) is
disclosing the information included as Exhibit 99.1, which information is
incorporated by reference herein. This information, which has not been
previously reported, will be utilized in the private placement of securities as
described in the Current Report on Form 8-K as filed by UCDP on October 20,
2009. The
information included herein, including Exhibit 99.1, shall be deemed not to
be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), regardless of any incorporation by
reference language in any such filing, except as expressly set forth by specific
reference in such filing.
On
October 22, 2009, our partners entered into an amendment to the second amended
and restated partners’ agreement (the “Partners' Amendment”) that will become
effective upon either (i) the date on which the requisite lenders under
Universal City Development Partners, Ltd.'s ("UCDP") senior secured credit
facilities shall have consented to permit the actions contemplated by the
amendment and any related actions or (ii) the date on which UCDP’s senior
secured credit facilities shall be amended on terms that permit the actions
contemplated in the amendment and any related actions (such date, the “Effective
Date”). Pursuant to a right of first refusal provision in the
Partners’ Agreement, as so amended, if either Blackstone or Vivendi Universal
Entertainment desires to sell its ownership interest in Universal City Florida
Holding Co. I and Universal City Florida Holding Co. II, it shall make a binding
offer, specifying the proposed sale price, to sell to the other its entire
interest in each of Universal City Florida Holding Co. I and Universal City
Florida Holding Co. II. The non-offering partner will then have 90 days after
receipt of an offer to accept the offer to sell (the “Initial Offer Period”). If
the non-offering partner declines the opportunity to purchase, for offers made
after the first anniversary of the effective date of a credit agreement expected
to be entered into among Blackstone and certain specified lenders (the
“Anniversary Date”), the offering party has the right to market both parties’
interest in Holdings to third parties, and both parties are required to sell
their interests if a third party offers a price that is at least 90% of the
price for both parties’ interests that is imputed from the offer made by the
first party to the second party (i.e., as long as Vivendi Universal
Entertainment and Blackstone each own 50% of Holdings, then both parties are
required to sell to a third party that offers at least 180% of the price quoted
by either party to the other party) (such third-party sale option, the
“Drag-Along Option”). If the interests in Holdings are not sold to a third party
pursuant to the Drag-Along Option by the earlier of the date that is 270 days
from the end of the Initial Offer Period and the date on which both the offering
party and the other party agree in writing to abandon the third party sale, then
the offering party shall be prohibited from making another offer to the other
party for a period of one year from the expiration date of the Initial Offer
Period, and during such year, the other party may agree to sell its ownership
interest without being subject to the offer provisions in the Partners’
Agreement (such sale right, the “Unrestricted Resale”). The Drag-Along Option
and the Unrestricted Resale will not be effective until the first anniversary of
the Anniversary Date. This information is included in Exhibit
99.2.
On October 18, 2009, Universal City Development Partners, Ltd. ("UCDP") amended its Consultant Agreement (the "2009 Amendment"). The 2009 Amendment was filed as exhibit 10.1 to our Form 8-K on October 20, 2009, and is being refiled herewith to modify the redaction. This information is included in Exhibit 10.1.
Item 9.01. Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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| 10.1 | 2009 Amendment to the Consultant Agreement (filed herewith with confidential treatment requested as to certain portions (which have been omitted and replaced with asterisks in the exhibit), which portions are filed separately with the Securities and Exchange Commission) | |||
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99.1
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UCDP
information
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| 99.2 | Partners' Amendment | |||
Certain
statements appearing in this Current Report on Form 8-K are “forward-looking
statements.” Forward-looking statements include statements concerning our plans,
objectives, goals, strategies, future events, future revenue or performance,
capital expenditures, financing needs, plans or intentions relating to
acquisitions, business trends and other information that is not historical
information. When used in this offering memorandum, the words “estimates,”
“expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,”
“forecasts” or future or conditional verbs, such as “will,” “should,” “could” or
“may” and variations of such words or similar expressions, are intended to
identify forward-looking statements. All forward-looking statements, including,
without limitation, management’s examination of historical operating trends and
data, are based upon our current expectations and various assumptions. Our
expectations, beliefs and projections are expressed in good faith and we believe
there is a reasonable basis for them. However, there can be no assurance that
management’s expectations, beliefs and projections will be
achieved.
Because
these forward-looking statements are subject to numerous risks and
uncertainties, our actual results may differ materially from those expressed in
or implied by such forward-looking statements. Some of the risks and
uncertainties that may cause such differences include, but are not limited to:
the risks and uncertainties relating to the global recession and its duration,
severity and impact on overall consumer activity; the substantial indebtedness
of us and of our subsidiaries; competition within the Orlando theme park market;
our dependence on Vivendi Universal Entertainment and its affiliates; the loss
of material intellectual property rights used in our business; the risks
inherent in deriving substantially all of our revenues from one location; the
dependence of our business on air travel; the loss of key distribution channels
for pass sales; publicity associated with accidents occurring at theme parks;
the seasonality of our business; risks related to unfavorable outcomes of our
legal proceedings; and the additional risks set forth in our Report on Form 10-K
as filed with the SEC on March 20, 2009, including those under the heading
“Risk
factors.” There may also be other factors that may cause our
actual results to differ materially from those expressed in or implied by any
forward-looking statements contained in this report.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants have
duly caused this report to be signed on their behalf by the undersigned,
thereunto duly authorized.
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UNIVERSAL
CITY DEVELOPMENT PARTNERS, LTD.
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Date: October
23, 2009
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By:
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/s/
Tracey L. Stockwell
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Name:
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Tracey
L. Stockwell
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Title:
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Principal
Financial Officer
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UCDP
FINANCE, INC.
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Date: October
23, 2009
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By:
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/s/
Tracey L. Stockwell
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Name:
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Tracey
L. Stockwell
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Title:
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Principal
Financial Officer
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