UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 18, 2024
National CineMedia, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33296 | 20-5665602 | |||||||||||||||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
6300 S. Syracuse Way | Suite 300 | Centennial | Colorado | 80111 | |||||||||||||
(Address of Principal Executive Offices) | (Zip Code) |
(303) 792-3600
(Registrant’s telephone number, including area code)
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 210.14d-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:
Common Stock, par value $0.01 per share | NCMI | The Nasdaq Stock Market LLC | ||||||
(Title of each class) | (Trading symbol) | (Name of each exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On March 18, 2024 National CineMedia, LLC (“NCM LLC”) entered into a Sixth Amendment (the “LLC Agreement Amendment”) to NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement (the “LLC Agreement”). The LLC Agreement Amendment provides for a mechanism allowing for a member of NCM LLC, including National CineMedia, Inc. (the “Company”), to defer the receipt of distributions of Available Cash (as defined in the LLC Agreement), and requires NCM LLC to make payment of any deferred distributions upon request, subject to any restrictions in NCM LLC’s credit agreement. The LLC Agreement Amendment also provides for an automatic adjustment of NCM LLC’s common units to reflect the impacts of any adjustment to the number of common units, including as a result of a share repurchase by the Company. The foregoing descriptions of the LLC Agreement Amendment is qualified in its entirety by reference to the copy of the LLC Agreement Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.
Item 2.02 Results of Operations and Financial Condition
On March 18, 2024, the Company issued a press release announcing its financial results for the fiscal fourth quarter ended December 28, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. | Description | ||||
10.1 | |||||
99.1 | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NATIONAL CINEMEDIA, INC. | ||||||||||||||||||||
Dated: March 18, 2024 | By: | /s/ Ronnie Y. Ng | ||||||||||||||||||
Ronnie Y. Ng | ||||||||||||||||||||
Chief Financial Officer |