Long-Term Debt | 14. LONG-TERM DEBT Long-term debt of Holdings and CUSA consisted of the following for the periods presented: December 31, 2021 2022 Cinemark Holdings, Inc. 4.50% convertible senior notes due 2025 $ 460.0 $ 460.0 Cinemark USA, Inc. term loan due 2025 633.1 626.5 Cinemark USA, Inc. 8.75% senior secured notes due 2025 250.0 250.0 Cinemark USA, Inc. 5.875% senior notes due 2026 405.0 405.0 Cinemark USA, Inc. 5.25% senior notes due 2028 765.0 765.0 Other 30.2 10.1 Total long-term debt carrying value (1) 2,543.3 2,516.6 Less: Current portion 24.3 10.7 Less: Debt issuance costs, net of accumulated amortization (1) 42.7 31.9 Long-term debt, less current portion, net of unamortized debt issuance costs (1) $ 2,476.3 $ 2,474.0 (1) The only differences between the long-term debt for Holdings, as presented above, and the long-term debt for CUSA are the $ 460.0 million 4.50 % Convertible Senior Notes due 2025 and the related debt issuance costs. The following table sets forth, as of the periods indicated, the total long-term debt carrying value, current portion of long-term debt and debt issuance costs, net of amortization for CUSA: December 31, 2021 2022 Total long-term debt carrying value 2,083.3 2,056.6 Less: Current portion 24.3 10.7 Less: Debt issuance costs, net of accumulated amortization 30.3 22.9 Long-term debt, less current portion, net of unamortized debt issuance costs $ 2,028.7 $ 2,023.0 Fair Value of Long Term Debt The Company estimates the fair value of its long-term debt primarily using quoted market prices, which fall under Level 2 of the U.S. GAAP fair value hierarchy as defined by FASB ASC Topic 820-10-35. The carrying value of the Company’s long term debt as of December 31, 2021 and 2022 is shown in the table above. The table below presents the fair value of the Company's long-term debt as of the periods presented: As of December 31, 2021 December 31, 2022 Holdings fair value (1) $ 2,749.8 $ 2,210.5 CUSA fair value $ 2,058.0 $ 1,771.3 (1) The fair value of the 4.50 % convertible senior notes was $ 691.9 and $ 439.2 as of December 31, 2021 and , respectively. 4.50% Convertible Senior Notes On August 21, 2020, Holdings issued $ 460.0 aggregate principal amount of 4.50 % convertible senior notes due 2025 (the “4.50% Convertible Senior Notes”). The 4.50% Convertible Senior Notes will mature on August 15, 2025 , unless earlier repurchased or converted in accordance with the indenture. Interest on the 4.50% Convertible Senior Notes is payable on February 15 and August 15 of each year. Holders of the 4.50% Convertible Senior Notes may convert their 4.50% Convertible Senior Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2025 only under the following circumstances: (1) during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price per $ 1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of Holdings’ common stock and the conversion rate on each such trading day; (2) if Holdings distributes to all or substantially all stockholders (i) rights options or warrants entitling them to purchase shares at a discount to the recent average trading price of Holdings’ common stock (including due to a stockholder rights plan) or (ii) Holdings’ assets or securities or rights, options or warrants to purchase the same with a per share value exceeding 10% of the trading price of Holdings’ stock, (3) upon the occurrence of specified corporate events as described further in the indenture, or (4) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of Holdings’ common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to $ 18.66 per share ( 130 % of the initial conversion price of $ 14.35 per share), on each applicable trading day. Beginning May 15, 2025 , holders may convert their 4.50% Convertible Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion of the 4.50% Convertible Senior Notes, Holdings will pay or deliver cash, shares of Holdings’ common stock or a combination of cash and shares of Holdings’ common stock, at Holdings’ election. The initial conversion rate is 69.6767 shares of Holdings’ common stock per one thousand dollars principal amount of the 4.50% Convertible Senior Notes. The conversion rate is subject to adjustment upon the occurrence of certain events. If a make-whole fundamental change as defined in the indenture governing the 4.50% Convertible Senior Notes occurs prior to the maturity date, Holdings will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 4.50% Convertible Senior Notes in connection with such make-whole fundamental change. The 4.50% Convertible Senior Notes are effectively subordinated to any of Holdings’, or its subsidiaries’, existing and future secured debt to the extent of the value of the assets securing such indebtedness, including obligations under the Credit Agreement. The 4.50% Convertible Senior Notes are structurally subordinated to all existing and future debt and other liabilities of our subsidiaries, including trade payables, and including CUSA’s 5.125% Senior Notes, 4.875% Senior Notes and the 8.75% Secured Notes, or, collectively, CUSA’s senior notes (but excluding all obligations under the Credit Agreement which are guaranteed by Holdings). The 4.50% Convertible Senior Notes rank equally in right of payment with all of Holdings’ existing and future unsubordinated debt, including all obligations under the Credit Agreement, which such Credit Agreement is guaranteed by Holdings, and senior in right of payment to any future debt that is expressly subordinated in right of payment to the 4.50% Convertible Senior Notes. The 4.50% Convertible Notes are not guaranteed by any of Holdings’ subsidiaries. Concurrently with the issuance of the 4.50 % Convertible Senior Notes, Holdings entered into privately negotiated convertible note hedge transactions (the “Hedge Transactions”) with one or more of the initial purchasers of the 4.50% Convertible Senior Notes or their respective affiliates (the “Option Counterparties”). The Hedge Transactions cover the number of shares of Holdings’ common stock that will initially underlie the aggregate amount of the 4.50% Convertible Senior Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 4.50% Convertible Senior Notes. The Hedge Transactions are generally expected to reduce potential dilution to Holdings’ common stock upon any conversion of the 4.50% Convertible Senior Notes and/or offset any cash payments Holdings may be required to make in excess of the principal amount of converted 4.50% Convertible Senior Notes, as the case may be. Concurrently with entering into the Hedge Transactions, Holdings also entered into separate privately negotiated warrant transactions with Option Counterparties whereby it sold to Option Counterparties warrants to purchase (subject to the net share settlement provisions set forth therein) up to the same number of shares of Holdings’ common stock, subject to customary anti-dilution adjustments (the “Warrant Transactions”). The warrants could separately have a dilutive effect to the extent that the market value per share of Holdings’ common stock exceeds the strike price of the warrants on the applicable expiration dates unless, subject to the terms of the warrants, Holdings elects to cash settle the warrants. The exercise price of the warrants is initially $ 22.08 and is subject to certain adjustments under the terms of the warrants. Holdings received $ 89.4 in cash proceeds from the Warrant Transactions, which were used along with proceeds from the 4.50% Convertible Senior Notes, to pay approximately $ 142.1 to enter into the Hedge Transactions. Together, the Hedge Transactions and the Warrants are intended to reduce the potential dilution from the conversion of the 4.50% Convertible Senior Notes. The Hedge Transactions and Warrants are recorded in equity and are not accounted for as derivatives, in accordance with applicable accounting guidance. Senior Secured Credit Facility CUSA has a senior secured credit facility that includes a $ 700.0 term loan and a $ 100.0 revolving line of credit (the “Credit Agreement”). Under the amended Credit Agreement, quarterly principal payments of $ 1.6 are due on the term loan through December 31, 2024 , with a final principal payment of $ 613.4 due on March 29, 2025 . Interest on the term loan accrues at CUSA’s option at: (A) the base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50 %, and (3) a one-month Eurodollar-based rate plus 1.0 %, plus, in each case, a margin of 0.75 % per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin of 1.75 % per annum. Interest on the revolving line of credit accrues, at CUSA’s option, at: (A) a base rate equal to the greater of (1) the US “Prime Rate” as quoted in The Wall Street Journal or if no such rate is quoted therein, in a Federal Reserve Board statistical release, (2) the federal funds effective rate plus 0.50 %, and (3) a one-month Eurodollar-based rate plus 1.0 %, plus, in each case, a margin that ranges from 0.50 % to 1.25 % per annum, or (B) a Eurodollar-based rate for a period of 1, 2, 3, 6, 9 or 12 months plus a margin that ranges from 1.50 % to 2.25 % per annum. The margin of the revolving credit line is determined by the consolidated net senior secured leverage ratio as defined in the Credit Agreement. As of December 31, 2022 , the applicable margin was 1.75 %, however, there were no borrowing outstanding under the revolving line of credit. As of December 31, 2022 , there was $ 626.5 outstanding under the term loan. The average interest rate on outstanding term loan borrowings under the Credit Agreement at December 31, 2022 was approximately 4.5 % per annum, after giving effect to the interest rate swaps discussed below. CUSA’s obligations under the Credit Agreement are guaranteed by Holding and certain of CUSA’s domestic subsidiaries and are secured by mortgages on certain fee and leasehold properties and security interests in substantially all of CUSA’s and the guarantors’ personal property, including, without limitation, pledges of all of CUSA’s capital stock, all of the capital stock of certain of CUSA’s domestic subsidiaries and 65 % of the voting stock of certain of its foreign subsidiaries. The Credit Agreement contains usual and customary negative covenants for agreements of this type, including, but not limited to, restrictions on CUSA’s ability, and in certain instances, its subsidiaries’ and Holdings’ ability, to consolidate or merge or liquidate, wind up or dissolve; substantially change the nature of its business; sell, transfer or dispose of assets; create or incur indebtedness; create liens; pay dividends or repurchase stock; and make capital expenditures and investments. If CUSA has borrowings outstanding on the revolving line of credit, it is required to keep a consolidated net senior secured leverage ratio, as defined in the Credit Agreement, not to exceed 4.25 to 1 . CUSA’s actual ratio as of December 31, 2022 was 2.5 to 1 . See discussion below regarding recent covenant waivers. The dividend restriction contained in the Credit Agreement prevents Holdings and any of its subsidiaries from paying a dividend or otherwise distributing cash to its stockholders unless (1) Holdings is not in default, and the distribution would not cause CUSA to be in default, under the Credit Agreement; and (2) the aggregate amount of certain dividends, distributions, investments, redemptions and capital expenditures made since December 18, 2012, including dividends declared by the Holdings board of directors, is less than the sum of (a) the aggregate amount of cash and cash equivalents received by Holdings or Cinemark as common equity since December 18, 2012, (b) CUSA’s consolidated EBITDA minus 1.75 times its consolidated interest expense, each as defined in the Credit Agreement, and (c) certain other defined amounts (collectively the “Applicable Amount”). As of December 31, 2022 , CUSA, Inc. could have distributed up to approximately $ 2,850 to its parent company and sole stockholder, Holdings. On April 17, 2020, in conjunction with the issuance of the 8.75 % Secured Notes discussed below, CUSA obtained a waiver of the leverage covenant, which applies when amounts are outstanding under the revolving line of credit, from the majority of revolving lenders under the Credit Agreement for the fiscal quarters ending September 30, 2020 and December 31, 2020. The waiver was subject to certain liquidity thresholds, restrictions on investments and the use of the Applicable Amount. On August 21, 2020, in conjunction with the issuance by Holdings of the 4.50 % Convertible Senior Notes, CUSA further amended the waiver of the leverage covenant through the fiscal quarter ending September 30, 2021. The amendment also (i) modified the leverage covenant calculation beginning with the calculation for the trailing twelve-month period ended December 31, 2021, (ii) for purposes of testing the consolidated net senior secured leverage ratio for the fiscal quarters ending on December 31, 2021, March 31, 2022 and June 30, 2022, permitted substitution of Consolidated EBITDA for the first three fiscal quarters of 2019 in lieu of Consolidated EBITDA for the corresponding fiscal quarters of 2021, (iii) modified the restrictions imposed by the covenant waiver, and (iv) makes such other changes to permit the issuance of the 4.50% Convertible Senior Notes discussed below. The ratio for the period ended December 31, 2022 was calculated using actual Consolidated EBITDA for the trailing twelve month period. On June 15, 2021, in conjunction with the issuance of the 5.25% Senior Notes discussed below, the Credit Agreement was amended to, among other things, extend the maturity of the revolving credit line from November 28, 2022 to November 28, 2024 . CUSA incurred debt issuance costs of approximately $ 0.5 in connection with the extension of the revolving line of credit, which are recorded as a reduction of long-term debt on the consolidated balance sheet. 5.875% Senior Notes On March 16, 2021, CUSA issued $ 405.0 aggregate principal amount of 5.875 % senior notes due 2026, at par value (the “5.875% Senior Notes”). Proceeds, after payment of fees, were used to fund a cash tender offer to purchase any and all of CUSA’s 5.125% Senior Notes (the “5.125% Senior Notes”) and to redeem any of the 5.125% Senior Notes that remained outstanding after the tender offer. See further discussion of the tender offer below. Interest on the 5.875% Senior Notes is payable on March 15 and September 15 of each year. The 5.875% Senior Notes mature on March 15, 2026 . CUSA incurred debt issuance costs of approximately $ 6.0 in connection with the issuance, which are recorded as a reduction of long-term debt on the consolidated balance sheet. The 5.875% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries that guarantee, assume or become liable with respect to any of CUSA’s or a guarantor’s debt. The 5.875% Senior Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all of CUSA’s and its guarantor’s existing and future senior debt and are senior in right of payment to all of CUSA’s and its guarantors’ existing and future senior subordinated debt. The 5.875% Senior Notes and the guarantees are effectively subordinated to all of CUSA’s and its guarantor’s existing and future secured debt to the extent of the value of the collateral securing such debt, including all borrowings under CUSA’s amended senior secured credit facility. The 5.875% Senior Notes and the guarantees are structurally subordinated to all existing and future debt and other liabilities of CUSA’s subsidiaries that do not guarantee the 5.875% Senior Notes. The indenture to the 5.875% Senior Notes contains covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. Upon a change of control, as defined in the indenture, CUSA would be required to make an offer to repurchase the 5.875% Senior Notes at a price equal to 101 % of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 5.875% Senior Notes allows CUSA to incur additional indebtedness if we satisfy the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. Prior to March 15, 2023, Cinemark USA, Inc. may redeem all or any part of the 5.875% Senior Notes at its option at 100% of the principal amount plus a make-whole premium plus accrued and unpaid interest on the 5.875% Senior Notes to the date of redemption. After March 15, 2023, Cinemark USA, Inc. may redeem the 5.875% Senior Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to March 15, 2023, Cinemark USA, Inc. may redeem up to 40% of the aggregate principal amount of the 5.875% Senior Notes from the net proceeds of certain equity offerings at the redemption price set forth in the indenture. 5.25% Senior Notes On June 15, 2021, CUSA issued $ 765.0 aggregate principal amount of 5.25 % senior notes due 2028, at par value (the “5.25% Senior Notes”). Proceeds, after payment of fees, were used to redeem all of CUSA’s 4.875 % $ 755.0 aggregate principal amount of Senior Notes due 2023 (the “4.875% Senior Notes”). Interest on the 5.25% Senior Notes is payable on January 15 and July 15 of each year, beginning January 15, 2022. The 5.25% Senior Notes mature on July 15, 2028 . CUSA incurred debt issuance costs of approximately $ 10.7 in connection with the issuance, which are recorded as a reduction of long-term debt on the consolidated balance sheet. The 5.25% Senior Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by certain of CUSA’s subsidiaries that guarantee, assume or become liable with respect to any of CUSA’s or a guarantor’s debt. The 5.25% Senior Notes and the guarantees will be CUSA’s and the guarantors’ senior unsecured obligations and (i) rank equally in right of payment to CUSA’s and the guarantors’ existing and future senior debt, including borrowings under CUSA’s Credit Agreement (as defined below) and CUSA’s existing senior notes, (ii) rank senior in right of payment to CUSA’s and the guarantors’ future subordinated debt, (iii) are effectively subordinated to all of CUSA’s and the guarantors’ existing and future secured debt, including all obligations under the Credit Agreement and CUSA’s 8.75 % senior secured notes due 2025, in each case to the extent of the value of the collateral securing such debt, (iv) are structurally subordinated to all existing and future debt and other liabilities of CUSA’s non-guarantor subsidiaries, and (v) are structurally senior to the 4.50 % convertible senior notes due 2025 issued by Holdings. The indenture to the 5.25% Senior Notes contains covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. Upon a change of control, as defined in the indenture, CUSA would be required to make an offer to repurchase the 5.25% Senior Notes at a price equal to 101 % of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 5.25% Senior Notes allows CUSA to incur additional indebtedness if it satisfies the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances . Prior to July 15, 2024, CUSA may redeem all or any part of the 5.25% Senior Notes at its option at 100% of the principal amount plus a make-whole premium plus accrued and unpaid interest on the 5.25% Senior Notes to the date of redemption. On or after July 15, 2024, CUSA may redeem the 5.25% Senior Notes in whole or in part at redemption prices specified in the indenture. In addition, prior to July 15, 2024, CUSA may redeem up to 40% of the aggregate principal amount of the 5.25% Senior Notes from the net proceeds of certain equity offerings at the redemption price set forth in the indenture, so long as at least 60% of the principal amount of the 5.25% Senior Notes remains outstanding immediately after each such redemption. 8.75% Secured Notes On April 20, 2020, CUSA issued $ 250.0 in aggregate principal amount of 8.75 % senior secured notes due 2025 (the “8.75% Secured Notes”). The 8.75% Secured Notes will mature on May 1, 2025 . Interest on the 8.75% Secured Notes is payable on May 1 and November 1 of each year. The 8.75% Secured Notes are fully and unconditionally guaranteed on a joint and several senior basis by certain of CUSA’s subsidiaries that guarantee, assume or in any other manner become liable with respect to any of CUSA’s or its guarantors’ other debt. If CUSA cannot make payments on the 8.75% Secured Notes when they are due, CUSA’s guarantors must make them instead. Under certain circumstances, the guarantees may be released without action by, or the consent of, the holders of the 8.75% Secured Notes. The indenture governing the 8.75% Secured Notes contains covenants that limit, among other things, the ability of CUSA and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. Upon a change of control, as defined in the indenture governing the 8.75 % Secured Notes, CUSA would be required to make an offer to repurchase the 8.75% Secured Notes at a price equal to 101 % of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indenture governing the 8.75% Secured Notes allows CUSA to incur additional indebtedness if it satisfies a coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. 4.875% Senior Notes On May 21, 2021, Cinemark USA, Inc. issued a conditional notice of optional redemption to redeem the $ 755.0 outstanding principal amount of the 4.875% Senior Notes. In connection therewith, CUSA deposited with Wells Fargo Bank, N.A., as Trustee for the 4.875% Senior Notes (the “Trustee”), funds sufficient to redeem all 4.875% Senior Notes remaining outstanding on June 21, 2021 (the “Redemption Date”). The redemption payment (the “Redemption Payment”) included $ 755.0 of outstanding principal at the redemption price equal to 100 % of the principal amount plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on June 15, 2021, the indenture governing the 4.875% Senior Notes was fully satisfied and discharged. The Company recorded a loss on extinguishment of debt of $ 3.9 , which included the write-off of $ 3.3 of unamortized debt issuance costs and the payment of $ 0.6 in legal fees during the year ended December 31, 2021. 5.125% Senior Notes On March 16, 2021, CUSA completed a tender offer to purchase its previously outstanding 5.125% Senior Notes, of which $ 334.0 was tendered at the expiration of the offer. On March 16, 2021, CUSA also issued a notice of optional redemption to redeem the remaining $ 66.0 principal amount of the 5.125% Senior Notes. In connection therewith, CUSA deposited with Wells Fargo Bank, N.A., as Trustee for the 5.125% Senior Notes (the “Trustee”), funds sufficient to redeem all 5.125% Notes remaining outstanding on April 15, 2021 (the “Redemption Date”). The redemption payment (the “Redemption Payment”) included $ 66.0 of outstanding principal at the redemption price equal to 100 % of the principal amount plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on March 16, 2021, the indenture governing the 5.125% Senior Notes was fully satisfied and discharged. The Company recorded a loss on extinguishment of debt of $ 2.6 during the year ended December 31, 2021, which included the write-off of $ 1.2 of unamortized debt issuance costs and the payment of $ 1.4 in tender and legal fees Additional Borrowings of International Subsidiaries During the years ended December 31, 2020 and 2021, certain of the CUSA’s international subsidiaries borrowed an aggregate of $ 35.8 under various local bank loans, with original maturity dates ranging between November 2022 and January 2029. During the year ended December 31, 2022 , the Company repaid $ 21.5 of these bank loans. Below is a summary of loans outstanding as of December 31, 2022: Loan Balances as of Interest Rates as of Loan Description(s) December 31, 2022 December 31, 2022 Covenants Maturity Peru loans $ 2.4 1.0 % to 4.8 % Negative covenants June and December 2023 Brazil loans $ 7.7 4.0 % to 8.1 % Negative covenants October 2023 and January 2029 Total $ 10.1 Additionally, a subsidiary of the Company deposited cash into a collateral account to support the issuance of letters of credit to the lenders for certain of the international loans noted above. The total amount on deposit as of December 31, 2022 was $ 10.8 and is considered restricted cash. Covenant Compliance The indentures governing the 5.875% Senior Notes, the 5.25% Senior Notes and the 8.750% Secured Notes ("the indentures") contain covenants that limit, among other things, the ability of Cinemark USA, Inc. and certain of its subsidiaries to (1) make investments or other restricted payments, including paying dividends, making other distributions or repurchasing subordinated debt or equity, (2) incur additional indebtedness and issue preferred stock, (3) enter into transactions with affiliates, (4) enter new lines of business, (5) merge or consolidate with, or sell all or substantially all of its assets to, another person and (6) create liens. As of December 31, 2022 , Cinemark USA, Inc. could have distributed up to approximately $ 3,140 to its parent company and sole stockholder, Cinemark Holdings, Inc., under the terms of the indentures, subject to its available cash and other borrowing restrictions outlined in the indentures. Upon a change of control, as defined in the indentures, Cinemark USA, Inc. would be required to make an offer to repurchase the 5.875% Senior Notes, the 5.25% Senior Notes and the 8.750% Secured Notes at a price equal to 101 % of the aggregate principal amount outstanding plus accrued and unpaid interest, if any, through the date of repurchase. The indentures allow Cinemark USA, Inc. to incur additional indebtedness if we satisfy the coverage ratio specified in the indenture, after giving effect to the incurrence of the additional indebtedness, and in certain other circumstances. The required minimum coverage ratio is 2 to 1 and our actual ratio as of December 31, 2022 was 2.9 to 1. See discussion of dividend restrictions and the consolidated net senior secured leverage ratio under the Credit Agreement at Senior Secured Credit Facility above. As of December 31, 2022, the Company believes it was in full financial compliance with all agreements, including related covenants, governing its outstanding debt. Debt Maturity Holdings' long-term debt, excluding unamortized debt issuance costs, at December 31, 2022 matures as follows: 2023 $ 10.7 2024 7.7 2025 1,324.5 2026 406.1 2027 1.1 Thereafter 766.5 Total (1) $ 2,516.6 (1) The only difference between the long-term debt maturity payments for Holdings, as presented above, and those for CUSA is the $ 460.0 repayment of Holdings’ 4.50 % Convertible Senior Notes in 2025. Interest Rate Swap Agreements Effective March 31, 2020, CUSA amended and extended its three then existing interest rate swap agreements and entered into a fourth interest rate swap agreement, all of which are used to hedge a portion of the interest rate risk associated with the variable interest rates on the Company’s term loan debt and qualify for cash flow hedge accounting. Upon amending the interest rate swap agreements effective March 31, 2020, CUSA determined that the interest payments hedged with the agreements were still probable to occur, therefore the loss that accumulated on the swaps prior to the amendments of $ 29.4 was amortized to interest expense through December 31, 2022, the original maturity dates of the swaps. Approximately $ 3.3 , $ 4.5 and $ 4.5 was recorded in amortization of accumulated losses for amended swaps in the consolidated income statement for the years ended December 31, 2020, 2021 and 2022, respectively. The fourth swap agreement effective March 31, 2020 expired on March 31, 2022. The fair values of the interest rate swaps are recorded on the Company’s consolidated balance sheets as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive loss. The changes in fair value are reclassified from accumulated other comprehensive loss into earnings in the same period that the hedged items affect earnings. The valuation technique used to determine fair value is the income approach and under this approach, the Company uses projected future interest rates as provided by counterparty to the interest rate swap agreement and the fixed rates that the Company is obligated to pay under the agreement. Therefore, the Company’s measurements use significant unobservable inputs, which fall in Level 2 of the U.S. GAAP hierarchy as defined by FASB ASC Topic 820-10-35. The Company is assessing the impact of reference rate reform, as well as the impact of ASU 2020-04, ASU 2021-01 and ASU 2022-06, on the Company's interest rate swaps. See further discussion at Note 2. Below is a summary of the Company’s interest rate swap agreements designated as cash flow hedges as of December 31, 2022: Estimated Fair Value at Notional December 31, Amount Effective Date Pay Rate Receive Rate Expiration Date 2022 (1) $ 0.1 December 31, 2018 2.12 % 1-Month LIBOR December 31, 2024 $ 6.3 $ 0.2 December 31, 2018 2.12 % 1-Month LIBOR December 31, 2024 8.0 $ 0.1 December 31, 2018 2.19 % 1-Month LIBOR December 31, 2024 6.1 Total $ 20.4 (1) Approximately $ 12.2 of the total is included in prepaid expenses and other and $ 8.2 is included in deferred charges on the consolidated balance sheet as of December 31, 2022 . |