National CineMedia, LLC (“NCM LLC”) and National CineMedia, Inc.
(NASDAQ: NCMI) (the “Company” or “NCM, Inc.”), the managing member and
owner of 45.8% of NCM LLC, announced today that NCM LLC has amended its
senior secured credit facility and that NCM, Inc. has obtained
commitments to finance its merger with Screenvision. The Company
received committed financing with certain existing NCM LLC revolving
credit facility lenders for an aggregate $250 million term loan for the
Screenvision merger. The Company previously announced its plans to merge
with Screenvision for $375 million ($225 million in cash and $150
million in shares of NCM, Inc. common stock). The NCM, Inc. term loan is
expected to finance the $225 million portion of the merger consideration
that will be paid in cash, along with fees and expenses incurred in
connection with the term loan and merger. The merger is subject to
regulatory approvals and the satisfaction of other customary closing
conditions.
On June 18, 2014, NCM LLC expanded the borrowing capacity of its
revolving credit facility by $25 million, to a total of $149 million. In
addition, on July 2, 2014, NCM LLC entered into an amendment to its
senior secured credit facility that extends the maturity date of $135
million of NCM LLC’s revolving credit facility by two years to November
26, 2019 (to correspond to the final maturity of the NCM LLC existing
$270 million term loan maturity date). The maturity date on the
remaining $14 million of the revolving credit facility continues to be
December 31, 2014. The amended senior secured credit facility also
contains certain conditional amendments that will only be effective upon
the contribution of the Screenvision assets and NCM, Inc. debt to NCM
LLC, which is subject to approval by the NCM, Inc. Board of Directors
and the members of NCM LLC.
Additional details regarding the amendment to the senior secured credit
facility and the commitment letter will be available in the Company’s
Current Report on Form 8-K to be filed with the Securities and Exchange
Commission on or prior to July 9, 2014.
About National CineMedia, Inc.
National CineMedia (NCM) operates NCM Media Networks, a leading
integrated media company reaching U.S. consumers in movie theaters,
online and through mobile technology. NCM presents cinema advertising
across the nation’s largest digital in-theater network, comprised of
theaters owned by AMC Entertainment Inc. (NYSE: AMC), Cinemark Holdings,
Inc. (NYSE: CNK), Regal Entertainment Group (NYSE: RGC) and other
leading regional theater circuits. NCM’s theater advertising network
covers 183 Designated Market Areas® (49 of the top 50) and includes over
19,800 screens (approximately 19,000 connected to our Digital Content
Network). During 2013, approximately 710 million patrons (on an
annualized basis) attended movies shown in theaters in which NCM
currently has exclusive cinema advertising agreements in place. NCM
Digital offers 360-degree integrated marketing opportunities in
combination with cinema, encompassing 48 entertainment-related websites,
online solutions and mobile applications.
Forward Looking Statements
This press release contains various forward-looking statements that
reflect management’s current expectations or beliefs regarding future
events, including the timing and completion of the merger with
Screenvision and the closing of the NCM, Inc. term loan and amendments
to NCM LLC’s senior secured credit facility that are conditional upon
the closing of the Screenvision merger. Investors are cautioned
that reliance on these forward-looking statements involves risks and
uncertainties. These risks and uncertainties include receipt of
regulatory approval and satisfaction of other conditions for the merger
to close; as well as the other risks detailed from time to time in the
Company's Securities and Exchange Commission filings, including the
“Risk Factor” section of the Company’s Annual Report on Form 10-K for
the year ended December 26, 2013.
Copyright Business Wire 2014