Cinemark USA, Inc. Announces Pricing of $405 Million Senior Notes
March 04 2021 - 05:18PM
Business Wire
Cinemark Holdings, Inc. (NYSE:CNK) announced today that its
wholly-owned subsidiary, Cinemark USA, Inc. (“Cinemark USA”),
priced a private offering (the “Offering”) that is exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), to eligible purchasers of $405 million
aggregate principal amount of its 5.875% Senior Notes due 2026 (the
“Notes”) at the initial offering price of 100.000% of the principal
amount plus accrued and unpaid interest from March 16, 2021. The
Offering is expected to close on March 16, 2021, subject to
customary closing conditions.
The Notes will be guaranteed by certain of Cinemark USA’s
subsidiaries that guarantee, assume or in any other manner become
liable with respect to any of Cinemark USA’s or any guarantor’s
other debt. The Notes and the guarantees will be Cinemark USA’s and
the guarantors’ senior unsecured obligations and will rank equally
in right of payment with Cinemark USA’s and the guarantors’
existing and future senior debt. Cinemark USA intends to use the
net proceeds of the proposed Offering, together with cash on hand,
to fund a cash tender offer (the “Tender Offer”) to purchase any
and all of Cinemark USA’s 5.125% Senior Notes due 2022 (the “5.125%
Notes”), to redeem any of the 5.125% Notes that remain outstanding
after the Tender Offer, and to pay related fees and expenses. This
press release is not an offer to purchase or a solicitation of an
offer to sell any securities, and does not constitute a redemption
notice for any securities. The Tender Offer is being made solely by
means of an offer to purchase and related letter of
transmittal.
The Notes and the related guarantees were offered and sold only
to persons reasonably believed to be qualified institutional buyers
in reliance on Rule 144A under the Securities Act and to certain
non-U.S. persons in transactions outside the United States in
reliance on Regulation S under the Securities Act. The Notes and
the related guarantees have not been and will not be registered
under the Securities Act or the securities laws of any state or
other jurisdiction, and the Notes may not be offered or sold in the
United States without registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy any securities, nor shall there be
any sales of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
This notice is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
About Cinemark:
Headquartered in Plano, TX, Cinemark (NYSE: CNK) is one of the
largest and most influential movie theatre companies in the world.
Cinemark’s circuit, comprised of various brands that also include
Century, Tinseltown and Rave, operates 531 theatres with 5,958
screens in 42 states domestically and 15 countries throughout South
and Central America. Cinemark consistently provides an
extraordinary guest experience from the initial ticket purchase to
the closing credits, including Movie Club, the first U.S.
exhibitor-launched subscription program; the highest Luxury Lounger
recliner seat penetration among the major players; XD - the No. 1
exhibitor-brand premium large format; and expansive food and
beverage options to further enhance the movie-going experience.
Forward-looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended and speak only as of the date hereof. The “forward-looking
statements” include our current expectations, assumptions,
estimates and projections about our business and our industry. They
include statements relating to the anticipated closing of the
offering, the anticipated use of proceeds, future revenues,
expenses and profitability, the future development and expected
growth of our business, projected capital expenditures, attendance
at movies generally or in any of the markets in which we operate,
the number or diversity of popular movies released and our ability
to successfully license and exhibit popular films, national and
international growth in our industry, competition from other
exhibitors and alternative forms of entertainment, and
determinations in lawsuits in which we are defendants. You can
identify forward-looking statements by the use of words such as
“may,” “should,” “could,” “estimates,” “predicts,” “potential,”
“continue,” “anticipates,” “believes,” “plans,” “expects,” “future”
and “intends” and similar expressions which are intended to
identify forward-looking statements. These statements are not
guarantees of future performance and are subject to risks and
uncertainties, some of which are beyond our control and difficult
to predict, including, among others, the impacts of COVID-19. Such
risks and uncertainties could cause actual results to differ
materially from those expressed or forecasted in the
forward-looking statements. In evaluating forward-looking
statements, you should carefully consider the risks and
uncertainties described in the “Risk Factors” section or other
sections in, or incorporated by reference to, Cinemark Holdings’s
Annual Report on Form 10-K filed February 26, 2021 and Cinemark
Holdings’s Current Report on Form 8-K filed March 4, 2021. All
forward-looking statements attributable to us or persons acting on
our behalf are expressly qualified in their entirety by these
cautionary statements and risk factors. These forward-looking
statements speak only as of the date hereof and we undertake no
obligation, other than as required by law, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20210304006129/en/
Chanda Brashears VP Investor Relations and Corporate
Communications (972) 665-1671 cbrashears@cinemark.com
Cinemark (NYSE:CNK)
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