false0001385280 0001385280 2024-09-19 2024-09-19 0001385280 cnk:CinemarkUsaIncMember 2024-09-19 2024-09-19
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 19, 2024
 
 
 
Commission
File Number
   
Exact Name of Registrant as Specified in its Charter,
Principal Executive Office Address and Telephone Number
   
State of

Incorporation
   
IRS Employer

Identification No.
001-33401
   
Cinemark Holdings, Inc.
3900 Dallas Parkway
Plano, Texas 75093
(972)
665-1000
   
Delaware
   
20-5490327
033-47040
   
Cinemark USA, Inc.
3900 Dallas Parkway
Plano, Texas 75093
(972)
665-1000
   
Texas
   
75-2206284
 
 
N/A
(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):
 
  ☐
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
240.14d-2(b))
 
  ☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
   
Title of each class
  
Trading
symbol(s)
   
Name of each exchange
on which registered
Cinemark Holdings, Inc.   Common Stock, par value $0.001 per share   CNK    NYSE
Cinemark USA, Inc.   None   None    None
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
Item 1.02
Termination of a Material Definitive Agreement.
On September 19, 2024, Cinemark USA, Inc. (“Cinemark USA”) deposited with Computershare Trust Company, N.A. (successor to Wells Fargo Bank, N.A.), as trustee (the “Trustee”) for the holders of Cinemark USA’s outstanding 5.875% Senior Notes due 2026 (the “5.875% Notes”),
non-callable
U.S. government securities (the “Deposited Securities”) in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge in full all 5.875% Notes outstanding on March 15, 2025 (the “Redemption Date”), including principal and accrued interest to the Redemption Date. In connection therewith, on September 19, 2024, the Trustee sent a notice of optional full redemption on behalf of Cinemark USA to the holders of the 5.875% Notes electing to redeem all outstanding 5.875% Notes on the Redemption Date. The redemption payment will include $59,715,000 of outstanding principal at the redemption price of 100.000% of the principal amount, plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Deposited Securities with the Trustee on September 19, 2024, the indenture governing the 5.875% Notes was satisfied and discharged and ceased to be of further effect, except as to surviving rights of registration of transfer or exchange of the 5.875% Notes, and the Trustee delivered a Satisfaction and Discharge of Indenture, dated September 19, 2024, evidencing the satisfaction and discharge of the indenture. The 5.875% Notes, which bore interest at 5.875% per year, were scheduled to mature on March 15, 2026.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  CINEMARK HOLDINGS, INC.
  CINEMARK USA, INC.
Date: September 20, 2024   By:  
/s/ Michael D. Cavalier
    Name:   Michael D. Cavalier
    Title:   Executive Vice President - General Counsel and
      Business Affairs & Secretary