false0001385280 0001385280 2024-11-29 2024-11-29 0001385280 cnk:CinemarkUsaIncMember 2024-11-29 2024-11-29
 
 
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):
November 29, 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 1.01 Entry into a Material Definitive Agreement.
On November 29, 2024, Cinemark Holdings, Inc. (“
we
”, “
our
”, “
us
”) and Cinemark USA, Inc. (“
Cinemark USA
”), our wholly-owned subsidiary, entered into a Second Amendment (the “
Second Amendment
”) to the Second Amended and Restated Credit Agreement, dated as of May 26, 2023 (as amended by that certain First Amendment to the Second Amended and Restated Credit Agreement, dated as of May 28, 2024, the “
Credit Agreement
”), among us, Cinemark USA, the several banks and other lenders from time to time party thereto, the other agents and arrangers named therein and Barclays Bank PLC, as administrative agent. The Credit Agreement was amended pursuant to the Second Amendment to, among other things, reduce the rate at which the term loans bear interest by 0.50% and reset the 101% soft call for six months.
The foregoing summary of the Second Amendment is qualified in its entirety by reference to the c
om
plete copy of the Second Amendment, filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incor
pora
ted by reference herein.
Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits
 
Exhibit No.
   
Exhibit Description
10.1    Second Amendment, dated as of November 29, 2024, to the Second Amended and Restated Credit Agreement, dated as of May 26, 2023 (as amended by the First Amendment to the Second Amended and Restated Credit Agreement, dated as of May 28, 2024), among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other lenders from time to time party thereto, the other agents and arrangers named therein and Barclays Bank PLC, as administrative agent.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: November 29, 2024     By:  
/s/ Michael D. Cavalier
      Name:   Michael D. Cavalier
      Title:   Executive Vice President - General Counsel and
        Business Affairs & Secretary