Attached files
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EX-4.2 - EX-4.2 - CINEMARK USA INC /TX | d82923exv4w2.htm |
EX-4.1 - EX-4.1 - CINEMARK USA INC /TX | d82923exv4w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 3, 2011
Cinemark USA, Inc.
(Exact Name of Registrant as Specified in Charter)
Texas | 033-47040 | 75-2206284 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3900 Dallas Parkway, Suite 500, Plano, Texas 75093
(Address of Principal Executive Offices) (Zip Code)
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: 972.665.1000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2011, Cinemark USA, Inc. (we, our or us), completed an offering of $200 million
aggregate principal amount of 7.375% Senior Subordinated Notes due 2021 (the Notes) to qualified
institutional buyers in reliance on Rule 144A and to persons outside the United States in
accordance with Regulation S under the Securities Act of 1933, as amended (the Securities Act).
The Notes are guaranteed by certain of our subsidiaries (the Guarantors).
Indenture
The Notes were issued pursuant to an Indenture, dated as of June 3, 2011 (the Indenture), by and
among us, the Guarantors and Wells Fargo Bank, N.A., as trustee (the Trustee). Our obligations
under the Notes are jointly and severally guaranteed by the Guarantors and will be guaranteed by
any Restricted Subsidiary (as defined in the Indenture) that guarantees, assumes or in any other
manner becomes liable with respect to any of our or our Guarantors indebtedness. If we cannot make
payments on the Notes when they are due, the Guarantors must make them instead.
The Notes and the guarantees of the Notes are our and our Guarantors senior subordinated unsecured
obligations and rank equally in right of payment with our and our Guarantors future senior
subordinated debt and junior in right of payment to all of our and our Guarantors existing and
future senior debt, including all borrowings under our senior secured credit facility and our
8.625% Senior Notes due 2019. The Notes and the guarantees of the Notes are structurally
subordinated to all existing and future debt and other liabilities of our subsidiaries that are not
Guarantors.
The Notes will mature on June 15, 2021. Interest on the Notes accrues at a rate of 7.375% per annum
and is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on
December 15, 2011. We are obligated to make each interest payment to the holders of record of the
Notes as of the immediately preceding June 1 and December 1.
We will have the option to redeem all or a portion of the Notes at any time on or after June 15,
2016 at specified redemption prices, plus accrued and unpaid interest on the Notes to the date of
redemption. Prior to June 15, 2016, we have the option to redeem all or any part of the Notes at
100% of the principal amount, plus a make-whole premium, plus accrued and unpaid interest on the
Notes to the date of redemption. At any time prior to June 15, 2014, we may also redeem up to 35%
of the aggregate principal amount of Notes issued under the Indenture with the net proceeds of
certain equity offerings at a redemption price equal to 107.375% of the principal amount of the
Notes redeemed, plus accrued and unpaid interest, if any.
Upon the occurrence of a Change of Control (as defined in the Indenture), we will be required to
make an offer to each holder of Notes to repurchase all or any part of the Notes for a cash payment
equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid
interest, if any, thereon to the date of repurchase.
The Indenture contains covenants that limit, among other things, our ability and that of certain of
our 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) impose restrictions on the payment of dividends or the
making of other distributions, (4) enter into transactions with affiliates, (5) enter new lines of
business, (6) merge or consolidate with, or sell all or substantially all of its assets to, another
person and (7) create liens.
The Indenture provides for customary events of default (subject in certain cases to customary grace
and cure periods), which include nonpayment with respect to the Notes, the breach of covenants
contained in the Indenture, payment defaults or acceleration of other indebtedness, the failure to
pay certain judgments and certain events of bankruptcy, insolvency or reorganization. Generally, if
an event of default occurs, the Trustee or holders of at least
25% in principal amount of the then outstanding Notes may declare the principal and accrued but
unpaid interest on all the Notes to be due and payable immediately. In the case of certain events
of bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable
immediately without further action or notice.
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The foregoing description of the Indenture is qualified in its entirety by reference to the
complete copy of the Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Exchange and Registration Rights Agreement
In connection with the offering of the Notes, we and the Guarantors entered into an Exchange and
Registration Rights Agreement, dated as of June 3, 2011 (the Registration Rights Agreement), with
the Initial Purchasers. Under the Registration Rights Agreement, we and the Guarantors have agreed
to use our commercially reasonable best efforts to file a registration statement with the
Securities and Exchange Commission within 90 days of June 3, 2011 with respect to an offer to
exchange the Notes for substantially identical notes that are registered under the Securities Act.
We and the Guarantors are required to use our commercially reasonable efforts to cause the exchange
offer registration statement to become effective at the earliest practicable time, but not later than 180 days after June 3, 2011 and to hold the
exchange offer open for at least 20 business days. If we and the Guarantors fail to meet these or
other certain obligations, we will be required to pay additional interest to the holders of the
Notes. In addition, under certain circumstances, we will be required to file a registration
statement for the resale of the Notes.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by
reference to the complete copy of the Registration Rights Agreement filed as Exhibit 4.2 to this
Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of Registrant.
The information provided in Item 1.01 of this Form 8-K concerning the Indenture, the Notes and the
guarantees thereof is hereby incorporated into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |
4.1
|
Indenture, dated as of June 3, 2011, among us, the Guarantors named therein and Wells Fargo Bank, N.A., as trustee. | |
4.2
|
Exchange and Registration Rights Agreement, dated as of June 3, 2011, among us, the Guarantors named therein and the Initial Purchasers named therein. | |
4.3
|
Form of 7.375% Senior Subordinated Notes due 2021 (contained in the Indenture listed as Exhibit 4.1 above). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CINEMARK USA, INC. |
||||
By: | /s/ Michael D. Cavalier | |||
Name: | Michael D. Cavalier | |||
Title: | Senior Vice President - General Counsel | |||
Date: June 9, 2011
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