PARTY CITY HOLDCO INC. (NYSE:PRTY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On March15, 2017, Party City Holdco Inc. (the Company) and Gerald
Rittenberg entered into a Transition and Consulting Agreement
under which Mr.Rittenbergs employment as Executive Chairman of
the Company will terminate, effective as of March31, 2017.
Beginning April1, 2017 and continuing through December31, 2020,
unless earlier terminated as provided for in the agreement (the
Consulting Period), Mr.Rittenberg will serve on a part-time basis
as a non-employee senior adviser to the Company and to the
President of the Party City Retail Group. Mr.Rittenberg will
remain as Chairman of the Board of Directors of the Company (the
Board) through the end of his existing director term (through the
Companys 2018 annual meeting of shareholders) and will be
nominated by the Board to serve as a non-employee member of the
Board during the consulting term.

Under the Transition and Consulting Agreement, Mr.Rittenberg will
receive transition payments from April1, 2017 through December31,
2017 equal to the amount he would have received as base salary
had he remained employment as Executive Chairman during that
period (i.e., pay at an annual rate equal to $2,089,747.44),
which will be paid in accordance with the Companys regular
payroll schedule. He will remain eligible to receive an annual
bonus in respect of 2017 based on actual performance, with a
target amount equal to 80% of his base salary (as in effect on
March31, 2017) and a maximum amount equal to 160% of that amount.
During 2018, he will also receive aggregate payments equal to
$2,048,772, which will be paid in four equal quarterly
installments. Beginning on January1, 2018 and for the remainder
of the Consulting Period, he will receive consulting payments
equal to $40,000 per month. For his service as a member of the
Board during the Consulting Period, he will be eligible to
participate in the Companys non-employee director compensation
program. Mr.Rittenberg will not be entitled to employee benefits
during the Consulting Period, except that he will continue to be
entitled to participate in the Companys health plan.

The Transition and Consulting Agreement may be terminated due to
Mr.Rittenbergs death, by the Company due to his permanent
disability, by the Company for cause or by Mr.Rittenberg. In the
event of a termination of Mr.Rittenbergs consulting services for
any reason other than by the Company for cause, subject to the
execution of a release of claims and Mr.Rittenbergs compliance
with his restrictive covenants, Mr.Rittenberg will be entitled to
his annual bonus for 2017, if any, and the 2018 quarterly
transition payments, which would be payable as described above.

From March31, 2017 through the later of June30, 2021 and the date
that is six months following the date on which Mr.Rittenberg is
no longer providing consulting services and is no longer a member
of the Board, Mr.Rittenberg will be subject to noncompetition,
non-solicitation of business partners and no hire provisions.

The foregoing is only a brief description of the material terms
of the Transition and Consulting Agreement, and is qualified in
its entirety by reference to the Transition and Consulting
Agreement filed as Exhibit 10.1 hereto.

(d) Exhibit

About PARTY CITY HOLDCO INC. (NYSE:PRTY)

Party City Holdco Inc. is a party goods retailer and supplier of decorated party goods. The Company operates through two segments: Retail and Wholesale. The Wholesale segment designs, manufactures, contracts for manufacture and distributes party goods, including paper and plastic tableware, metallic and latex balloons, Halloween and other costumes, accessories, novelties, gifts and stationery throughout the world. The Retail segment operates specialty retail party supply stores in the United States and Canada, principally under the names Party City and Halloween City, and it operates e-commerce Websites, principally through the domain name PartyCity.com. The Retail segment also franchises both individual stores and franchise areas throughout the United States, Mexico, and Puerto Rico, principally under the name Party City. Its Party City network consists of approximately 860 superstore locations in the United States and approximately 50 locations in Canada.

PARTY CITY HOLDCO INC. (NYSE:PRTY) Recent Trading Information

PARTY CITY HOLDCO INC. (NYSE:PRTY) closed its last trading session down -0.10 at 13.85 with 456,328 shares trading hands.