National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing
member and owner of 45.1% (prior to this offering) of National
CineMedia, LLC (NCM LLC), the operator of the largest digital in-theatre
network in North America, today announced that one of its founding
members, Regal Entertainment Group and its affiliates (Regal), intends
to offer, subject to market and other conditions, 2,000,000 shares of
the Company’s common stock in a registered underwritten public offering.
Regal has granted the underwriter an option for 30 days to purchase up
to 300,000 additional shares of the Company’s common stock to cover
over-allotments, if any. These shares of common stock will be issued to
Regal upon redemption of a like number of NCM LLC common membership
units that were issued to Regal. Such redemption of NCM LLC common
membership units will take place immediately prior to the closing of the
underwritten public offering. The Company will not receive any proceeds
from the sale. Giving effect to the offering, the ownership of NCM, Inc.
in NCM LLC will increase to between 46.7% (without over-allotments) and
47.0% (with over-allotments).
BofA Merrill Lynch is acting as the sole book-runner for the offering.
The underwriter may offer the shares of common stock from time to time
in transactions on the NASDAQ Global Select Market, in the
over-the-counter market or through negotiated transactions at market
prices or at negotiated prices.
The proposed offering is being made solely by means of a prospectus
supplement and accompanying prospectus. Copies of the prospectus
supplement and accompanying prospectus for the offering may be obtained,
when available, by contacting BofA Merrill Lynch, 222 Broadway, New
York, NY 10038, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com.
A copy of the prospectus supplement and accompanying base prospectus may
also be obtained without charge by visiting EDGAR on the SEC website at www.sec.gov.
The offering is being conducted pursuant to an effective registration
statement under the Securities Act of 1933, as amended. This press
release does not constitute an offer to sell or a solicitation of an
offer to buy any securities, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking Statements
This press release contains various forward-looking statements that
reflect management’s current expectations or beliefs regarding future
events, including the proposed common stock offering by Regal. Investors
are cautioned that reliance on these forward-looking statements involves
risks and uncertainties. Although the Company believes that the
assumptions used in the forward-looking statements are reasonable, any
of these assumptions could prove to be inaccurate and, as a result,
actual results could differ materially from those expressed or implied
in the forward-looking statements.
Copyright Business Wire 2013