Material Agreement · New Debt / Obligation

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): February 22, 2017 The Marcus Corporation (Exact name of registrant as specified in its charter) Wisconsin 1-12604 39-1139844 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 100 East Wisconsin Avenue, Suite 1900, Milwaukee, Wisconsin 53202-4125 (Address of principal executive offices, including zip code) (414) 905-1000 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) _______________________ 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 1.01 . Entry into a Material Definitive Agreement . On December 21, 2016, The Marcus Corporation (the “Company”) entered into a Note Purchase Agreement (the “Agreement”) with the several purchasers party to the Agreement, pursuant to which the Company agreed to issue and sell $50 million in aggregate principal amount of the Company’s 4.32% Senior Notes due February 22, 2027 (the “Notes”) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The sale and purchase of the Notes occurred on February 22, 2017. The Company will use the net proceeds of the sale of the Notes to repay outstanding indebtedness and for general corporate purposes. Interest on the Notes is payable semi-annually in arrears on the 22 nd day of February and August in each year and at maturity, commencing on August 22, 2017. The Company may make optional prepayments, at any time, upon prior notice, of all or part of the Notes, subject to the payment of a make-whole amount (as defined in the Agreement). The entire outstanding principal balance of the Notes will be due and payable on February 22, 2027. The Notes will rank pari passu in right of payment with all other senior unsecured debt (as defined in the Agreement) of the Company. The Agreement contains various restrictions and covenants applicable to the Company and certain of its subsidiaries. Among other requirements, the Agreement limits the amount of priority debt (as defined in the Agreement) for which the Company or its restricted subsidiaries are obligated to 20% of consolidated total capitalization (as defined in the Agreement), limits consolidated debt (as defined in the Agreement) to 65% of consolidated total capitalization (as defined in the Agreement) and requires the Company to maintain a minimum ratio of consolidated operating cash flow (as defined in the Agreement) to fixed charges (as defined in the Agreement) for each period of four consecutive fiscal quarters (determined as of the last day of each fiscal quarter) of 2.50 to 1.00. The Agreement also contains customary events of default. If an event of default under the Agreement occurs and is continuing, then, among other things, the purchasers may declare any outstanding obligations under the Agreement and the Notes to be immediately due and payable. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed herewith as Exhibit 4.1 and incorporated herein by reference. Item 2.03 . Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant . The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03. - 2 - Item 9.01 . Financial Statements and Exhibits . (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits . The following exhibit is being filed herewith: (4.1) Note Purchase Agreement, dated as of December 21, 2016, by and among The Marcus Corporation and the several purchasers listed in Schedule A attached thereto. 1 1 Certain schedules and exhibits to this document have not been filed with the Securities and Exchange Commission because they do not contain information which is material to an investment decision. The Company agrees to furnish supplementally a copy of any such schedule or exhibit to the Securities and Exchange Commission upon request. - 3 - 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. THE MARCUS CORPORATION Date: February 22, 2017 By /s/ Douglas A. Neis Douglas A. Neis Chief Financial Officer and Treasurer - 4 - THE MARCUS CORPORATION Exhibit Index to Current Report on Form 8-K Exhibit Number (4.1) Note Purchase Agreement, dated as of December 21, 2016, by and among The Marcus Corporation and the several purchasers listed in Schedule A attached thereto. - 5 -