Item 8.01. Other Events.
On
As discussed in the press release, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers and/or their respective affiliates and other financial institutions. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the "Report") and is incorporated herein by reference.
Neither the Notes nor any shares of the Company's common stock which may be
issuable upon conversion of the Notes have been, or will be, registered under
the Securities Act or the securities laws of any state or other jurisdiction,
and such securities may not be offered or sold in
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable. (b) Not applicable. (c) Not applicable.
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit Number (99.1) Press Release ofThe Marcus Corporation , datedSeptember 17, 2020 , regarding the pricing of the Offering (104) Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward-looking statements
Certain matters discussed in this Report are "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These statements include, but
are not limited to, statements concerning the expected closing of the Offering,
the capped call transactions and the expected use of proceeds from the Offering.
Forward-looking statements may generally be identified as such because the
context of such statements include words such as we "believe," "anticipate,"
"expect" or words of similar import. These statements involve risks and
uncertainties that could cause actual results to differ materially from those
that we expect. For information about other potential factors that could affect
the Company's business and financial results, please review the "Risk Factors"
described in Exhibit 99.2 to the Company's Current Report on Form 8-K filed with
the
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