EXPLANATORY NOTE.
This Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D originally filed with the Securities and Exchange Commission on May 23, 2008 by Regal Entertainment Group (“Regal”), The Anschutz Corporation (formerly known as Anschutz Company, “Anschutz Co.”) and Philip F. Anschutz (“Mr. Anschutz,” and with each of Regal, Anschutz Co., and Mr. Anschutz being referred to herein as a “Reporting Person,” and collectively, the “Reporting Persons”) and amended on March 20, 2009, March 26, 2009, February 14, 2011, March 18, 2013, September 9, 2013 and December 11, 2013 (as so amended, the “Schedule 13D”), with respect to the common stock, par value $0.01 per share (the “Common Stock”) of National CineMedia, Inc., a Delaware corporation (“National CineMedia”) is being filed by the Reporting Persons pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and the joint filing agreement filed as Exhibit C to the Schedule 13D filed on May 23, 2008, to reflect National CineMedia’s issuance of additional common units of National CineMedia, LLC (“NCM Units”) to Regal on March 17, 2016 pursuant to the Common Unit Adjustment Agreement described in Item 3, thereby increasing the Reporting Persons investment in National CineMedia. This Amendment No. 7 reflects changes to Items 3, 4 and 5 of the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have their respective meanings under the Common Unit Adjustment Agreement or the Schedule 13D, as applicable.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
On March 17, 2016,
pursuant to the Common Unit Adjustment Agreement dated February 13, 2007, by and among National CineMedia, National CineMedia, LLC, Regal CineMedia Holdings, LLC (“Regal CineMedia”), American Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc. and Cinemark USA, Inc., (the “Common Unit Adjustment Agreement”) as described in Item 3 of the Schedule 13D originally filed on May 23, 2008 and incorporated by reference to Exhibit A thereto, Regal received, through its wholly owned subsidiary, Regal CineMedia, from National CineMedia 662,917 newly issued NCM Units in accordance with the 2015 Annual Adjustment.
In accordance with the terms of the Common Unit Adjustment Agreement, no payments were made by or on behalf of any party in exchange for the NCM Units received by Regal CineMedia pursuant to the 2015 Annual Adjustment.
Item 4.
Purpose of Transaction.
Item 4 is hereby amended to add the following:
Regal acquired its NCM Units for investment purposes. Apart from continuing to give effect to the Common Unit Adjustment Agreement, none of the Reporting Persons is currently aware of any plans or proposals that would relate to or result in any of the events enumerated in Item 4(a)-(j).
Item 5.
Interest in Securities of the Issuer.
Item 5 is hereby amended to replace Item 5(a) with the following:
(a) As a result of the issuance of the 662,917 additional NCM Units, Regal currently may be deemed to beneficially own 27,072,701 shares of Common Stock through its ownership of Regal CineMedia and RCI. NCM Units are immediately redeemable on a one-for-one basis for shares of Common Stock, or a cash payment equal to the market price of one share of Common Stock. Regal’s beneficial ownership of 27,072,701 shares of Common Stock equates to beneficial ownership of approximately 31.3% of the Issuer’s issued and outstanding shares of Common Stock.
Regal CineMedia is a wholly owned subsidiary of Regal CineMedia Corporation (“RCM”). RCM is a wholly owned subsidiary of RCI. RCI is a wholly owned subsidiary of Regal Cinemas Corporation (“RCC”). RCC is a wholly owned subsidiary of Regal Entertainment Holdings, Inc. (“REH”). REH is a wholly owned subsidiary of Regal. As a result, each of them may be deemed to share the power to vote and dispose of the Shares of Common Stock that may be deemed to be beneficially owned by Regal.
The Anschutz Corporation beneficially owns 73,708,639 shares of Class A Common Stock (“Class A Common Stock”) of Regal through its ownership of 23,708,639 shares of Class B Common Stock of Regal, which are convertible into a like number of
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shares of Class A Common Stock, and 50,000,000 shares of Class A Common Stock. Such ownership represents approximately 77.6% of the voting power of Regal. Therefore, The Anschutz Corporation may be deemed to control Regal. Philip F. Anschutz owns 100% of the outstanding capital stock of The Anschutz Corporation. Therefore, Mr. Anschutz may be deemed to control The Anschutz Corporation. As a result, each of them may be deemed to share the power to vote and dispose of the shares of Common Stock that may be deemed to be beneficially owned by Regal.
By virtue of their relationship, Regal, The Anschutz Corporation or Mr. Anschutz may be deemed to beneficially own the Common Stock subject of this Amendment No. 7. Neither the filing of this Amendment No. 7 nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Regal), or any executive officer or director of Regal or The Anschutz Corporation, who are listed in
Schedule A
hereto is the beneficial owner of the Common Stock subject of this Amendment No. 7 for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
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