Exhibit 99.1
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For Immediate Release | | News Announcement |
Cinemark USA, Inc. Announces Commencement of Cash Tender Offer for Any and All of Cinemark USA,
Inc.’s 5.125% Senior Notes due 2022
PLANO, Texas – March 4, 2021— Cinemark Holdings, Inc. (NYSE:CNK) (the “Company”) 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 5.125% Senior Notes due 2022 (the “notes”). As of March 4, 2021, Cinemark USA had $400,000,000 aggregate principal amount of notes outstanding.
The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated as of March 4, 2021, and a notice of guaranteed delivery. The tender offer will expire at 5:00 p.m., New York City time, on March 11, 2021, unless extended or earlier terminated as described in the offer to purchase (such time and date, as they may be extended, the “Expiration Time”).
Holders of the notes who validly tender (and do not validly withdraw) their notes prior to the Expiration Time, 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 total cash consideration of $1,002.70 per $1,000 principal amount of notes, plus any accrued and unpaid interest up to, but not including, the settlement date, which is expected to occur on March 16, 2021. Tendered notes may be withdrawn at any time at or prior to the Expiration Time. 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 the notes validly tendered and accepted for purchase pursuant to the tender offer 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, related letter of transmittal 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) 317-8033 (toll-free) or for banks and brokers, at (212) 232-3233 (Banks and Brokers only), by e-mail at cnk@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) 410-4756, 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 and the related letter of transmittal.