SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
3900 Dallas Parkway, Suite 500, Plano, Texas 75093
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: 972.665.1000
(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., our wholly-owned subsidiary (Cinemark USA), 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 other subsidiaries (the
The Notes were issued pursuant to an Indenture, dated as of June 3, 2011 (the Indenture), by and
among Cinemark USA, the Guarantors and Wells Fargo Bank, N.A., as trustee (the Trustee). Cinemark
USAs 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 indebtedness of Cinemark USA or any
Guarantor. If Cinemark USA 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 the senior subordinated unsecured obligations of
Cinemark USA and the Guarantors and rank equally in right of payment with the future senior
subordinated debt and junior in right of payment to the existing and future senior debt of Cinemark
USA and the Guarantors, including all borrowings under Cinemark USAs senior secured credit
facility and the 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 Cinemark USAs
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. Cinemark USA is obligated to make each interest payment to the holders of record
of the Notes as of the immediately preceding June 1 and December 1.
Cinemark USA 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, Cinemark USA has 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, Cinemark USA
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), Cinemark USA 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, the ability of Cinemark USA and
that of certain of its 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.
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, Cinemark USA 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, Cinemark USA and
the Guarantors have agreed to use their 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. Cinemark USA and the Guarantors are required to use their 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 Cinemark USA and the Guarantors fail to meet these or other
certain obligations, they will be required to pay additional interest to the holders of the Notes.
In addition, under certain circumstances, Cinemark USA 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.
|Indenture, dated as of June 3, 2011, among Cinemark USA,
the Guarantors named therein and Wells Fargo Bank, N.A.,
|Exchange and Registration Rights Agreement, dated as of
June 3, 2011, among Cinemark USA, the Guarantors named
therein and the Initial Purchasers named therein.
|Form of 7.375% Senior Subordinated Notes due 2021
(contained in the Indenture listed as Exhibit 4.1 above).