8.01 Other Events.
Tender Offer
On March 4, 2021, Cinemark Holdings, Inc. (“Cinemark Holdings”), the parent of Cinemark USA, Inc. (“Cinemark USA,” “we,” “us” and “our”), issued a press release announcing that Cinemark USA 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 USA is supplementing the risk factors described in Part I, Item 1A of Cinemark USA’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) with the risk factor below, 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:
Our ability to use our net operating loss carryforwards and carrybacks may be limited.
Our net operating losses, or NOLs, could expire unused and be unavailable to offset future and past income tax liabilities because of their limited duration or because of restrictions under or future changes to U.S. tax law.
The Tax Act as modified by the CARES Act, among other things, includes changes to the rules governing the use of NOLs. NOLs arising in tax years beginning after December 31, 2017 are subject to an 80% of current taxable income limitation (as calculated before taking the NOLs into account) for tax years beginning after December 31, 2020. In addition, NOLs arising in tax years 2018, 2019, and 2020 are subject to a five-year carryback and indefinite carryforward. NOLs arising in tax years beginning after December 31, 2020 also are subject to indefinite carryforward but cannot be carried back. Our NOLs may also be subject to limitations in other jurisdictions. For example, California recently enacted legislation suspending the use of NOLs for taxable years 2020, 2021, and 2022 for many taxpayers and the carryforward period for CA is 20 years.
