8.01 Other Events.
Tender Offer
On March 4, 2021, Cinemark Holdings, Inc. (“Cinemark Holdings,” “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 5.125% Senior Notes due 2025. 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 March 4, 2021, Cinemark Holdings issued a press release announcing that Cinemark USA plans to commence a private offering of $405 million aggregate principal amount of senior notes due 2026 (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.
Information Included in the Offering Memorandum
Cinemark Holdings is supplementing the risk factors described in Part I, Item 1A of Cinemark Holdings’ Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) with the risk factors below, each of which Cinemark USA included in a preliminary offering memorandum, dated March 4, 2021, in connection with the Notes Offering described herein (the “Offering Memorandum”). The information in this Report should be read in conjunction with the risk factors described in the Form 10-K and the information under the “Cautionary Statement Regarding Forward-Looking Statements” in the Form 10-K, as modified hereby.
The following risk factors were included in the Offering Memorandum:
Changes in privacy laws could adversely affect our ability to market our products effectively.
We rely on a variety of direct and indirect (through various third parties) marketing techniques. Any expansion on existing and/or new laws and regulations regarding marketing, solicitation or data protection could adversely affect the continuing effectiveness of our marketing techniques and could result in changes to our marketing strategy which could adversely impact our attendance levels and revenues.
We are subject to complex taxation and could be subject to changes in our tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities.
We are subject to many different forms of taxation both in the U.S. and in the foreign jurisdictions where we operate. The tax authorities may not agree with the determinations that we made and such disagreements could result in lengthy legal disputes and, ultimately, in the payment of substantial amounts for tax, interest and penalties, which could have a material impact on our results. Additionally, current economic and political conditions make tax rates in any jurisdiction, including the U.S., subject to significant change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. If our effective tax rates were to increase, or if the ultimate determination of the taxes we owed in the U.S. or foreign jurisdictions is for an amount in excess of amounts previously accrued, our operating results, cash flows, and financial condition could be adversely affected.
