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 20, 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 1.01
Entry into a Material Definitive Agreement
On
October 18, 2009, Universal City Development Partners, Ltd. ("UCDP") amended its
Consultant Agreement (the “2009 Amendment”). Under the existing
Consultant Agreement, starting in June 2010, the Consultant had the right, upon
90 days notice, to terminate UCDP's obligation to make periodic payments
thereunder and receive instead one cash payment equal to the fair market value
of the Consultant’s interest in the revenue streams in the Orlando parks and any
comparable projects that were open at that time for at least one year (the “Put
Payment”). Under the terms of the 2009 Amendment, the earliest exercise date for
the Put Payment is June 2017. If the Put Payment is exercised, the Consultant is
precluded from competing or consulting with another theme park for a period of
five years and allows UCDP the right to use ideas generated during the term of
the Consultant Agreement without further payment. In addition, the 2009
Amendment establishes a formula-based method to determine the amount of the Put
Payment and modified terms related to comparable projects so that in addition to
the existing comparable park, the four contemplated are vested immediately for
purposes of the quarterly consulting fee payments but each such contemplated
comparable park must still be open for at least one year at the time the
Put Payment is exercised in order for such project to be included in the
Put Payment. The 2009 Amendment also provides the Consultant a second-priority
lien over UCDP's real and tangible personal property to secure UCDP's periodic
and one-time payment obligations and caps UCDP's ability to incur secured
borrowings to an amount equal to the greater of $975 million and 3.75x UCDP’s
EBITDA. In connection with the 2009 Amendment, NBCU will guarantee UCDP's
obligations under the Consultant Agreement and UCDP amended its partnership
agreement to increase the special fee paid thereunder through 2017 from 5.0% to
5.25%. The effectiveness of the 2009 Amendment, the related guarantee and the
amendment to UCDP's partnership agreement are each subject to certain
conditions, including consent of the requisite lenders under UCDP's existing
senior secured credit facilities.
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
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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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10.2
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2009
Amendment to the UCDP Partnership
Agreement
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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 report, 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
20, 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
20, 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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