UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: June 29, 2011
National CineMedia, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33296 | 20-5665602 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405
(Address of principal executive offices, including zip code)
(303) 792-3600
(Registrant’s telephone number, including area code)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On June 29, 2011, National CineMedia, Inc. issued a press release announcing that its consolidated subsidiary, National CineMedia, LLC, priced the private placement of $200 million aggregate principal amount of 7.875% senior notes due 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 |
Press Release of National CineMedia, Inc. dated June 29, 2011. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NATIONAL CINEMEDIA, INC. | ||||||
| Dated: June 29, 2011 | By: | /s/ RALPH E. HARDY | ||||
| Ralph E. Hardy | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||
Exhibit 99.1
National CineMedia, Inc.
Announces National CineMedia, LLC Pricing
of $200 Million of 7.875% Senior Notes due 2021
Centennial, CO – June 29, 2011 – National CineMedia, Inc. (NASDAQ: NCMI), the managing member and owner of 48.6% of National CineMedia, LLC (“NCM LLC”), announced today that NCM LLC has priced its private placement of $200 million aggregate principal amount of 7.875% Senior Notes due 2021 (the “Notes”). The private placement of the Notes is expected to close on Tuesday, July 5, 2011, subject to customary closing conditions. The Notes will be senior unsecured obligations of NCM LLC, and will bear interest at a fixed rate.
NCM LLC intends to use the net proceeds from the proposed offering to repay $175 million of outstanding term loan borrowings under its senior secured credit facility. Any remaining net proceeds will be used to repay a portion of outstanding borrowings under NCM LLC’s revolving credit facility and for general corporate purposes (including working capital).
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. NCM LLC plans to offer and sell the Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.
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 notes offering by NCM LLC. 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.
| INVESTOR CONTACT: | MEDIA CONTACT: | |
| David Oddo | Lauren Leff | |
| 800-844-0935 | 303-957-1709 | |
| investors@ncm.com | lauren.leff@ncm.com |