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false0001385280 0001385280 2024-07-09 2024-07-09 0001385280 cnk:CinemarkUsaIncMember 2024-07-09 2024-07-09
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2024
 
 
 
Commission
File Number
  
Exact Name of Registrant as Specified in its Charter,
Principal Executive Office Address and Telephone Number
  
State of

Incorporation
  
IRS Employer

Identification No.
001-33401
  
Cinemark Holdings, Inc.
3900 Dallas Parkway
Plano, Texas 75093
(972)
665-1000
  
Delaware
  
20-5490327
033-47040
  
Cinemark USA, Inc.
3900 Dallas Parkway
Plano, Texas 75093
(972)
665-1000
  
Texas
  
75-2206284
 
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
   
Title of each class
 
Trading
symbol(s)
  
Name of each exchange
on which registered
Cinemark Holdings, Inc.   Common Stock, par value $0.001 per share   CNK    NYSE
Cinemark USA, Inc.   None   None    None
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 

8.01 Other Events.
Tender Offer
On July 9, 2024, Cinemark Holdings, Inc. (“Cinemark Holdings”, or the “Company”, or “we”, “us” and “our”) issued a press release announcing that Cinemark USA, Inc. (“Cinemark USA”), a wholly-owned subsidiary of Cinemark Holdings, has commenced a cash tender offer to purchase any and all of Cinemark USA’s outstanding 5.875% Senior Notes due 2026. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form
8-K
(this “Report”) and incorporated herein by reference.
Announcement of Notes Offering
On July 9, 2024, Cinemark Holdings issued a press release announcing that Cinemark USA plans to commence a private offering of $500 million aggregate principal amount of senior notes due 2032 (the “Notes”), that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers. The Notes and related guarantees are being offered only to 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 99.2 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 notice is 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 July 9, 2024, announcing the tender offer by Cinemark USA.
99.2    Press Release dated July 9, 2024, announcing the notes offering by Cinemark USA.
104    Cover Page Interactive Data File (embedded with the Inline XBRL document).

Forward-looking Statements
This Report 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 and Cinemark USA’s Annual Report on Form
10-K
filed on 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 Report reflect our view only as of the date of this Report. 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.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
      CINEMARK HOLDINGS, INC.
      CINEMARK USA, INC.
Date: July 9, 2024     By:  
/s/ Michael D. Cavalier
    Name:   Michael D. Cavalier
    Title:   Executive Vice President - General Counsel and
      Business Affairs & Secretary
 
EX-99.1 2 d759654dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

 

For Immediate Release    News Announcement

Cinemark USA, Inc. Announces Commencement of Cash Tender Offer for Any and All of Cinemark USA, Inc.’s 5.875% Senior Notes due 2026

PLANO, Texas – July 9, 2024— 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.

Investor Relations Contact:

Chanda Brashears

(972) 665-1671

cbrashears@cinemark.com

Media Contact:

Julia McCartha

(972) 665-1322

pr@cinemark.com

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.

EX-99.2 3 d759654dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

 

For Immediate Release    News Announcement

Cinemark USA, Inc. Announces Launch of $500 Million Senior Notes

PLANO, Texas – July 9, 2024— Cinemark Holdings, Inc. (NYSE:CNK) (“Cinemark” or the “Company”) announced today that its wholly-owned subsidiary, Cinemark USA, Inc. (“Cinemark USA”), plans to commence 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 $500 million aggregate principal amount of senior notes due 2032 (the “Notes”).

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 (i) to fund a cash tender offer to purchase any and all of Cinemark USA’s 5.875% senior notes due 2026 (the “Tender Offer”), (ii) to pay fees and expenses related to the Offering and the Tender Offer and (iii) any remainder for general corporate purposes. 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.

The Notes and the related guarantees will be 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, 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.

Investor Relations Contact:

Chanda Brashears

(972) 665-1671

cbrashears@cinemark.com

Media Contact:

Julia McCartha

(972) 665-1322

pr@cinemark.com

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.