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): ~~March~~April 132, 2015

PC Nextco Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware

333-197230

46-3277285

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

80 Grasslands Road

Elmsford, New York

10523

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (914) 345-2020

Former name or former address, if changed since last report: N/A

PC Nextco Finance, Inc.

(Exact name of registrant as specified in its charter)

Delaware

333-197230-01

46-3332091

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

80 Grasslands Road

Elmsford, New York

10523

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (914) 345-2020

Former name or former address, if changed since last report: N/A

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events

On ~~March~~April 132, 2015, ~~Party~~PC ~~City~~Nextco ~~Holdco~~Holdings, LLC and PC Nextco Finance, Inc. (together, the “~~Parent~~Companies”), caused to be delivered to the ~~direct~~ ~~and~~holders ~~indirect~~of ~~parent~~the Companies’ 8.750%/9.500% Senior PIK Toggle Notes due 2019 (the “Notes”) a conditional notice of PCredemption ~~Nextco~~relating ~~Holdings,~~to ~~LLC~~the redemption of all issued and PCoutstanding Notes ~~Nextco~~in ~~Finance,~~an ~~Inc.~~aggregate principal amount of $350,000,000 ~~respectively~~(the “Redemption”) on May 4, ~~filed~~2015 an(the ~~amendment~~“Redemption Date”), pursuant to ~~its~~the ~~registration~~Indenture, ~~statement~~dated onas ~~Form~~of S-August 1, ~~with~~2013, by and among the ~~Securities~~Companies and ~~Exchange~~Wilmington ~~Commission~~Trust, National ~~relating~~Association, toas ~~its~~trustee ~~proposed~~(as ~~initial~~amended, ~~public offering~~supplemented or otherwise modified, the “Indenture”). The redemption price for the Notes is 102.000% of ~~its~~the ~~common~~principal ~~stock,~~amount ~~which~~of ~~contains~~the Notes, ~~among~~plus ~~other~~accrued ~~things,~~and ~~Parent’s~~unpaid ~~audited~~interest ~~financial~~on ~~statements~~the asNotes ofto, ~~December 31~~but excluding, ~~2014~~the Redemption Date (the “Redemption Price”).

~~This~~The ~~Current~~Companies’ ~~Report~~obligation onto ~~Form~~pay ~~8-K~~the ~~does~~Redemption ~~not~~Price ~~constitute~~on anthe ~~offer~~Redemption toDate ~~sell~~is conditioned orupon the ~~solicitation~~consummation of an ~~offer~~initial topublic ~~buy~~offering of the common stock ~~discussed~~of ~~herein, and~~Party ~~there~~City ~~shall~~Holdco ~~not~~Inc., bethe ~~any~~direct ~~offer,~~or ~~solicitation~~indirect orparent ~~sale~~of each of the ~~common~~Companies ~~stock~~(“Parent”), resulting in ~~any~~gross ~~state~~proceeds into ~~which~~Parent ~~such~~of ~~offer~~at least $350,000,000 ~~solicitation~~on or ~~sale~~before ~~would~~the beRedemption ~~unlawful~~Date ~~prior~~(the to“IPO ~~registration~~Condition”). orIn ~~qualification~~their ~~under~~sole discretion, the ~~securities~~Companies ~~laws~~may ofwaive ~~any~~the IPO Condition. In addition, the Redemption Date may be delayed until such ~~state~~time (but not later than June 30, 2015) as the IPO Condition is satisfied or waived by the Companies in their sole discretion.

The Indenture is filed as Exhibit 4.8 to Parent’s Registration Statement on Form S-1 dated January 21, 2014.

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.

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.

PC NEXTCO HOLDINGS, LLC BY: PARTY CITY HOLDCO INC. ITS: SOLE MEMBER

PC NEXTCO HOLDINGS, LLC

Date: March 13, 2015

/s/ Michael A. Correale

Date: April 2, 2015

/s/ Michael A. Correale

Michael A. Correale

Chief Financial Officer

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