Item 7.01 Regulation FD Disclosures.
Cinemark USA, Inc. ("Cinemark USA"), a wholly-owned subsidiary of Cinemark
Holdings, Inc. ("Cinemark Holdings," "we," "us" and "our"), is providing the
following disclosure, which was included in a preliminary offering memorandum,
dated June 1, 2021, in connection with the Notes Offering (described in Item
8.01 below).
Proposed Credit Agreement Amendment
On May 28, 2021, Cinemark USA received commitments from all of the revolving
credit lenders, which include affiliates of the initial purchasers of the Notes
(as defined below), under that certain Amended and Restated Credit Agreement,
dated as of December 18, 2012, by and among Cinemark Holdings, Cinemark USA, the
several banks and other financial institutions party thereto (the "Lenders"),
Barclays Bank PLC, as administrative agent for the Lenders, and the other agents
party thereto, as amended to the date hereof (as so amended, the "Credit
Agreement"), to extend the maturity of the revolving credit line from November
28, 2022 to November 28, 2024, subject to customary conditions, including the
execution of definitive documentation, or the Credit Agreement amendment.
Cinemark USA expects to enter into the Credit Agreement amendment after the
closing of the Notes Offering (as defined below). There can be no assurance that
Cinemark USA will enter into the Credit Agreement amendment at such time or at
all or that the terms of the Credit Agreement amendment will be as described.
The information set forth in Item 7.01 of this Current Report on Form 8-K (this
"Report") is being furnished, not filed, pursuant to Regulation FD. Accordingly,
this information will not be incorporated by reference into any registration
statement filed by Cinemark Holdings under the Securities Act of 1933, as
amended (the "Securities Act"), unless specifically identified therein as being
incorporated therein by reference. The furnishing of this information is not
intended to, and does not, constitute a determination or admission by Cinemark
Holdings that this information is material or complete, or that investors should
consider this information before making an investment decision with respect to
any security of Cinemark Holdings or any of its affiliates.
Item 8.01 Other Events.
On June 1, 2021, Cinemark Holdings issued a press release announcing that
Cinemark USA plans to commence a private offering of $765 million aggregate
principal amount of senior notes due 2028 (the "Notes"), that is exempt from the
registration requirements of the Securities Act to eligible purchasers. The
Notes and related guarantees are being offered only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act, and outside the United States to certain non-U.S. persons in
reliance on the exemption from registration set forth in Regulation S under the
Securities Act (the "Notes Offering"). A copy of the press release is being
filed as Exhibit 99.1 to this Report and is incorporated herein by reference.
The Notes and related guarantees are not and will not be registered under the
Securities Act or the securities laws of any state or other jurisdiction, and
the Notes and related guarantees may not be offered or sold in the United States
without registration or an applicable exemption from such registration
requirements of the Securities Act and applicable state securities or blue sky
laws and foreign securities laws. This Report shall not constitute an offer to
sell or the solicitation of an offer to buy, any securities, nor shall there be
any sales of the Notes 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 Report and the press release are
being issued pursuant to and in accordance with Rule 135c under the Securities
Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit Description
99.1 Press Release dated June 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
Forward-looking Statements
This Report 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 proposed 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, as updated or
supplemented by the information included in our subsequent filings. 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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses