Cinemark Holdings, Inc. (NYSE:CNK) (the “Company” or “Cinemark”)
announced today that its wholly-owned subsidiary, Cinemark USA,
Inc. (“Cinemark USA”), has commenced a cash tender offer to
purchase any and all of Cinemark USA’s 5.875% senior notes due 2026
(the “notes”). As of July 9, 2024, Cinemark USA had $405,000,000
aggregate principal amount of notes outstanding.
The tender offer is being made pursuant to an offer to purchase,
dated as of July 9, 2024 (the “Offer to Purchase”), and a notice of
guaranteed delivery. The tender offer will expire at 5:00 p.m., New
York City time, on July 15, 2024, unless extended or earlier
terminated as described in the offer to purchase (such time and
date, as they may be extended, the “Expiration Date”).
Certain information regarding the notes and the U.S. Treasury
Reference Security, the Bloomberg reference page and the fixed
spread is set forth in the table below.
Title of Security
CUSIP Numbers
Aggregate Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
5.875% Senior Notes due 2026
144A: 172441 BD8
Reg S: U17176 AK1
$405,000,000
1.750% U.S. Treasury due March
15, 2025
FIT3
50 bps
Holders of the notes who validly tender, and do not validly
withdraw, their notes at or prior to the Expiration Date, or who
deliver to the tender agent and information agent a properly
completed and duly executed notice of guaranteed delivery in
accordance with the instructions described in the offer to
purchase, will be eligible to receive (1) consideration for each
$1,000 principal amount of notes validly tendered and accepted for
purchase, as determined in the manner described in the Offer to
Purchase by reference to the fixed spread for the notes specified
above plus the yield based on the bid-side price of the U.S.
Treasury Reference Security specified above, as quoted on the
applicable Bloomberg Reference Page specified above, at 10:00 a.m.,
New York City time, on July 15, 2024, but in no event less than
$1,000 and (2) a cash amount equal to accrued and unpaid interest
up to, but not including, the settlement date, which is expected to
occur on July 18, 2024. Tendered notes may be withdrawn at any time
at or prior to the Expiration Date. Cinemark USA reserves the right
to terminate, withdraw or amend the tender offer at any time,
subject to applicable law.
The tender offer is subject to the satisfaction or waiver of
certain conditions, including Cinemark USA’s completion of one more
or more debt financing transactions in an amount that is sufficient
to fund the purchase of all of the outstanding notes and to pay all
fees and expenses associated with such financing and the tender
offer. The tender offer is not conditioned on any minimum amount of
notes being tendered.
The tender offer is being made pursuant to the terms and
conditions contained in the offer to purchase and notice of
guaranteed delivery, copies of which may be obtained from D.F. King
& Co., Inc., the information agent for the offer, by telephone
at (800) 347-4826 (toll-free) or for banks and brokers, at (212)
269-5550 (Banks and Brokers only), by e-mail at cinemark@dfking.com
or at the following web address: www.dfking.com/cinemark.
Persons with questions regarding the tender offer should contact
the dealer manager: Wells Fargo Securities, LLC, Collect: (704)
410-4235, Toll-Free by telephone at (866) 309-6316.
None of the Company, Cinemark USA, the dealer manager, the
tender offer agent, the information agent or the trustee for the
notes, or any of their respective affiliates, is making any
recommendation as to whether holders should tender any notes in
response to the tender offer. Holders must make their own decision
as to whether to tender any of their notes and, if so, the
principal amount of notes to tender.
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 the offer to purchase.
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, as of March 31, 2024 operated 502
theatres with 5,708 screens in 42 states domestically and 13
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
moviegoing experience.
Forward-looking Statements
This press release includes “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on information
currently available as well as management’s assumptions and beliefs
today. These statements are subject to numerous risks and
uncertainties that could cause actual results to differ materially
from the results expressed or implied by the statements, and
investors should not place undue reliance on them. Risks and
uncertainties that could cause actual results to differ materially
from such statements include:
- future revenue, expenses and profitability;
- currency exchange rate and inflationary impacts;
- the future development and expected growth of our
business;
- projected capital expenditures;
- access to capital resources;
- attendance at movies generally or in any of the markets in
which we operate;
- the number and diversity of popular movies released, the length
of exclusive theatrical release windows, and our ability to
successfully license and exhibit popular films;
- national and international growth in our industry;
- competition from other exhibitors, alternative forms of
entertainment and content delivery via streaming and other
formats;
- determinations in lawsuits in which we are a party; and
- the ongoing recovery of our business and the motion picture
exhibition industry from the effects of the COVID-19 pandemic and
the 2023 writers' and actors' guilds strikes.
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,
uncertainties and other factors, some of which are beyond our
control and difficult to predict. 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 the Company's Annual Report
on Form 10-K filed February 16, 2024. 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. Forward-looking statements contained
in this press release reflect our view only as of the date of this
press release. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240708860378/en/
Investor Relations Contact: Chanda
Brashears (972) 665-1671 cbrashears@cinemark.com Media Contact: Julia McCartha (972) 665-1322
pr@cinemark.com
Cinemark (NYSE:CNK)
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から 10 2024 まで 11 2024
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から 11 2023 まで 11 2024
