National CineMedia Announces Amendments to Existing Credit Facility & New Financing Commitments to Complete Merger with Scree...
July 03 2014 - 8:00AM
Business Wire
National CineMedia, LLC (“NCM LLC”) and National CineMedia, Inc.
(NASDAQ: NCMI) (the “Company” or “NCM, Inc.”), the managing member
and owner of 45.8% of NCM LLC, announced today that NCM LLC has
amended its senior secured credit facility and that NCM, Inc. has
obtained commitments to finance its merger with Screenvision. The
Company received committed financing with certain existing NCM LLC
revolving credit facility lenders for an aggregate $250 million
term loan for the Screenvision merger. The Company previously
announced its plans to merge with Screenvision for $375 million
($225 million in cash and $150 million in shares of NCM, Inc.
common stock). The NCM, Inc. term loan is expected to finance the
$225 million portion of the merger consideration that will be paid
in cash, along with fees and expenses incurred in connection with
the term loan and merger. The merger is subject to regulatory
approvals and the satisfaction of other customary closing
conditions.
On June 18, 2014, NCM LLC expanded the borrowing capacity of its
revolving credit facility by $25 million, to a total of $149
million. In addition, on July 2, 2014, NCM LLC entered into an
amendment to its senior secured credit facility that extends the
maturity date of $135 million of NCM LLC’s revolving credit
facility by two years to November 26, 2019 (to correspond to the
final maturity of the NCM LLC existing $270 million term loan
maturity date). The maturity date on the remaining $14 million of
the revolving credit facility continues to be December 31, 2014.
The amended senior secured credit facility also contains certain
conditional amendments that will only be effective upon the
contribution of the Screenvision assets and NCM, Inc. debt to NCM
LLC, which is subject to approval by the NCM, Inc. Board of
Directors and the members of NCM LLC.
Additional details regarding the amendment to the senior secured
credit facility and the commitment letter will be available in the
Company’s Current Report on Form 8-K to be filed with the
Securities and Exchange Commission on or prior to July 9, 2014.
About National CineMedia, Inc.
National CineMedia (NCM) operates NCM Media Networks, a leading
integrated media company reaching U.S. consumers in movie theaters,
online and through mobile technology. NCM presents cinema
advertising across the nation’s largest digital in-theater network,
comprised of theaters owned by AMC Entertainment Inc. (NYSE: AMC),
Cinemark Holdings, Inc. (NYSE: CNK), Regal Entertainment Group
(NYSE: RGC) and other leading regional theater circuits. NCM’s
theater advertising network covers 183 Designated Market Areas® (49
of the top 50) and includes over 19,800 screens (approximately
19,000 connected to our Digital Content Network). During 2013,
approximately 710 million patrons (on an annualized basis) attended
movies shown in theaters in which NCM currently has exclusive
cinema advertising agreements in place. NCM Digital offers
360-degree integrated marketing opportunities in combination with
cinema, encompassing 48 entertainment-related websites, online
solutions and mobile applications.
Forward Looking Statements
This press release contains various forward-looking statements
that reflect management’s current expectations or beliefs regarding
future events, including the timing and completion of the merger
with Screenvision and the closing of the NCM, Inc. term loan and
amendments to NCM LLC’s senior secured credit facility that are
conditional upon the closing of the Screenvision merger. Investors
are cautioned that reliance on these forward-looking statements
involves risks and uncertainties. These risks and uncertainties
include receipt of regulatory approval and satisfaction of other
conditions for the merger to close; as well as the other risks
detailed from time to time in the Company's Securities and Exchange
Commission filings, including the “Risk Factor” section of the
Company’s Annual Report on Form 10-K for the year ended December
26, 2013.
National CineMedia, Inc.INVESTORS:David Oddo,
800-844-0935investors@ncm.comorMEDIA:Amy Jane Finnerty,
212-931-8117amy.finnerty@ncm.com
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