Cinemark Holdings, Inc. (NYSE:CNK) announced today that through its wholly-owned subsidiary, Cinemark USA, Inc. (the "Company"), it priced a private offering (the "Offering") that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) of $400 million aggregate principal amount of 5.125% Senior Notes due 2022 (the “2022 Notes”). The Offering is expected to close on Tuesday, December 18, 2012. The 2022 Notes will be guaranteed by certain of the Company's subsidiaries that guarantee or become liable with respect to any of the Company's and the guarantors' other debt.
Concurrently with the Offering, the Company is seeking to amend and restate its existing senior secured credit facilities (collectively, the "New Credit Facility"). It is contemplated that the New Credit Facility will be comprised of a $700 million term loan facility and a $100 million undrawn revolving credit facility that will refinance its existing credit facilities. The Offering is not contingent on the closing of the New Credit Facility and there are no assurances when, or if, the New Credit Facility will be consummated.
If the New Credit Facility is not consummated, the Company intends to use the net proceeds from the Offering to fund the repayment of a portion of the outstanding amounts under its existing credit facilities.
If the New Credit Facility is consummated, the Company intends to use the borrowings under that facility, a portion of the net proceeds from this Offering, and cash on hand to fund the repayment of all remaining outstanding amounts under the existing credit facility and to fund a portion of the purchase price of substantially all of the assets of Rave Real Property Holdco, LLC and certain of its subsidiaries, Rave Cinemas, LLC and RC Processing, LLC.
The 2022 Notes and the related guarantees will be offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The 2022 Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.