Cinemark USA, Inc. Announces Pricing of $400 Million of 5.125% Senior Notes
PLANO, Texas -- December 04, 2012
Cinemark Holdings, Inc. (NYSE:CNK) announced today that through its
wholly-owned subsidiary, Cinemark USA, Inc. (the "Company"), it priced a
private offering (the "Offering") that is exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”)
of $400 million aggregate principal amount of 5.125% Senior Notes due 2022
(the “2022 Notes”). The Offering is expected to close on Tuesday, December 18,
2012. The 2022 Notes will be guaranteed by certain of the Company's
subsidiaries that guarantee or become liable with respect to any of the
Company's and the guarantors' other debt.
Concurrently with the Offering, the Company is seeking to amend and restate
its existing senior secured credit facilities (collectively, the "New Credit
Facility"). It is contemplated that the New Credit Facility will be comprised
of a $700 million term loan facility and a $100 million undrawn revolving
credit facility that will refinance its existing credit facilities. The
Offering is not contingent on the closing of the New Credit Facility and there
are no assurances when, or if, the New Credit Facility will be consummated.
If the New Credit Facility is not consummated, the Company intends to use the
net proceeds from the Offering to fund the repayment of a portion of the
outstanding amounts under its existing credit facilities.
If the New Credit Facility is consummated, the Company intends to use the
borrowings under that facility, a portion of the net proceeds from this
Offering, and cash on hand to fund the repayment of all remaining outstanding
amounts under the existing credit facility and to fund a portion of the
purchase price of substantially all of the assets of Rave Real Property
Holdco, LLC and certain of its subsidiaries, Rave Cinemas, LLC and RC
The 2022 Notes and the related guarantees will be offered only to qualified
institutional buyers in reliance on the exemption from registration set forth
in Rule 144A under the Securities Act, and outside the United States to
non-U.S. persons in reliance on the exemption from registration set forth in
Regulation S under the Securities Act. The 2022 Notes and the related
guarantees have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be offered or
sold in the United States without registration or an applicable exemption from
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 the 2022
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 135(c) under the Securities Act.
About Cinemark Holdings, Inc.
Cinemark is a leading domestic and international motion picture exhibitor,
operating 461 theatres with 5,207 screens in 39 U.S. states, Brazil, Mexico,
Argentina and 10 other Latin American countries as of September 30, 2012. For
more information go to investors.cinemark.com.
Certain matters within this press release include "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.
Forward-looking statements may involve known and unknown risks, uncertainties
and other factors that may cause the actual results or performance to differ
from those projected in the forward-looking statements. For a description of
these factors, please review the "Risk Factors" section or other sections in
the Company's Annual Report on Form 10-K filed February 29, 2012 and quarterly
reports on Form 10-Q, filed with the Securities and Exchange Commission. All
forward-looking statements are expressly qualified in their entirety by such
Cinemark Holdings, Inc.
Chanda Brashears, 972-665-1671
Investor Relations Manager
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