Cinemark USA, Inc. Announces Pricing of $405 Million Senior Notes
Cinemark Holdings, Inc. (NYSE:CNK) announced today that its wholly-owned subsidiary, Cinemark USA, Inc. (“Cinemark USA”), priced a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers of $405 million aggregate principal amount of its 5.875% Senior Notes due 2026 (the “Notes”) at the initial offering price of 100.000% of the principal amount plus accrued and unpaid interest from March 16, 2021. The Offering is expected to close on March 16, 2021, subject to customary closing conditions.
The Notes will be guaranteed by certain of Cinemark USA’s subsidiaries that guarantee, assume or in any other manner become liable with respect to any of Cinemark USA’s or any guarantor’s other debt. The Notes and the guarantees will be Cinemark USA’s and the guarantors’ senior unsecured obligations and will rank equally in right of payment with Cinemark USA’s and the guarantors’ existing and future senior debt. Cinemark USA intends to use the net proceeds of the proposed Offering, together with cash on hand, to fund a cash tender offer (the “Tender Offer”) to purchase any and all of Cinemark USA’s 5.125% Senior Notes due 2022 (the “5.125% Notes”), to redeem any of the 5.125% Notes that remain outstanding after the Tender Offer, and to pay related fees and expenses. 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 an offer to purchase and related letter of transmittal.
The Notes and the related guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Notes may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
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