| Item 7.01 | Regulation FD Disclosures. |
Cinemark USA, Inc. (“Cinemark USA”), a wholly-owned subsidiary of Cinemark Holdings, Inc. (“Cinemark Holdings,” “we,” “us” and “our”), is providing the following disclosure, which was included in a preliminary offering memorandum, dated June 1, 2021, in connection with the Notes Offering (described in Item 8.01 below).
Proposed Credit Agreement Amendment
On May 28, 2021, Cinemark USA received commitments from all of the revolving credit lenders, which include affiliates of the initial purchasers of the Notes (as defined below), under that certain Amended and Restated Credit Agreement, dated as of December 18, 2012, by and among Cinemark Holdings, Cinemark USA, the several banks and other financial institutions party thereto (the “Lenders”), Barclays Bank PLC, as administrative agent for the Lenders, and the other agents party thereto, as amended to the date hereof (as so amended, the “Credit Agreement”), to extend the maturity of the revolving credit line from November 28, 2022 to November 28, 2024, subject to customary conditions, including the execution of definitive documentation, or the Credit Agreement amendment. Cinemark USA expects to enter into the Credit Agreement amendment after the closing of the Notes Offering (as defined below). There can be no assurance that Cinemark USA will enter into the Credit Agreement amendment at such time or at all or that the terms of the Credit Agreement amendment will be as described.
The information set forth in Item 7.01 of this Current Report on Form 8-K (this “Report”) is being furnished, not filed, pursuant to Regulation FD. Accordingly, this information will not be incorporated by reference into any registration statement filed by Cinemark Holdings under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference. The furnishing of this information is not intended to, and does not, constitute a determination or admission by Cinemark Holdings that this information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Cinemark Holdings or any of its affiliates.
On June 1, 2021, Cinemark Holdings issued a press release announcing that Cinemark USA plans to commence a private offering of $765 million aggregate principal amount of senior notes due 2028 (the “Notes”), that is exempt from the registration requirements of the Securities Act to eligible purchasers. The Notes and related guarantees are being offered only to persons reasonably believed to be 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 99.1 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 Report and the press release are being issued pursuant to and in accordance with Rule 135c under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
