Cinemark, Inc. Commences Tender Offer and Consent Solicitation for its 9th% Senior Discount Notes due 2014.PLANO, Texas Plano (IPA: /ˈpleɪnoʊ/) is a wealthy suburb of Dallas, Texas, located to the north, mainly within Collin County, but also extending into Denton County. According to the 2000 U.S. -- Cinemark, Inc. (NYSE NYSE See: New York Stock Exchange :CNK CNK Crash Nitro Kart (Playstation 2 video game) CNK Coated Natural Kraft (MeadWestvaco paperboard) CNK Compute Node Kernel CNK Cryptonet Key ) (the "Company") announced today that it has commenced a cash tender offer (the "Tender Offer") for any and all of its 9th% Senior Discount Notes due 2014 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. No. 17243RAB Rab (räb), Ital. Arbe, island (1991 pop. 9,205), 40 sq mi (104 sq km) off Croatia, in the Adriatic Sea. One of the Dalmatian islands, it is a popular seaside resort. Fishing and agriculture are the main occupations. 7), of which $419,403,000 principal amount at maturity remains outstanding (the "Notes"). In conjunction with the Tender Offer, the Company is also soliciting consents (the "Consent Solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with " and together with the Tender Offer, the "Offer") to adopt proposed amendments to the indenture under which the Notes were issued that would eliminate substantially all restrictive covenants Restrictive covenants Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends. and certain event of default provisions. Any holder who tenders Notes pursuant to the Offer must also deliver a consent. The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated June 15, 2009 (the "Offer to Purchase"). Holders who validly tender their Notes and deliver their consents at or prior to 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on June 26, 2009 (the "Consent Date"), unless extended, will be eligible to receive the Total Consideration. The "Total Consideration" pursuant to the Offer shall be $1,048.75 for each $1,000 principal amount at maturity of the Notes validly tendered at or prior to the Consent Date, and not validly withdrawn at or prior to the Consent Date, consisting of tender offer consideration of $1,018.75 for each $1,000 principal amount at maturity of the Notes (the "Tender Offer Consideration") and a consent payment of $30.00 for each $1,000 principal amount at maturity of the Notes (the "Consent Payment"). Holders who validly tender their Notes after the Consent Date, but at or prior to 11:59 p.m., New York City time, on July 13, 2009 (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "), will receive the Tender Offer Consideration but will not receive the Consent Payment. Holders of Notes who validly tender and do not validly withdraw their Notes pursuant to the Offer will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date, payable on the applicable settlement date. Holders who desire to tender their Notes must consent to the proposed amendments and holders may not deliver consents to the proposed amendments without tendering the related Notes. A Holder may not revoke its consent without withdrawing the Notes tendered pursuant to the Tender Offer. Holders may withdraw their tenders and revoke their consents at any time at or prior to 5:00 p.m., New York City time, on the Consent Date but not thereafter. The Company's obligation to accept for purchase and to pay for the Notes validly tendered and the consents validly delivered, and not validly withdrawn, pursuant to the Offer is subject to and conditioned upon the satisfaction of or, where applicable, the Company's waiver of, certain conditions including (1) the tender of at least a majority in principal amount of the outstanding Notes at or prior to the Consent Date (and, thereby, obtaining the requisite consents for the proposed amendments to the indenture), (2) the consummation of the debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay by Cinemark USA, Inc., a wholly-owned subsidiary of the Company, on terms satisfactory to Cinemark USA, Inc., to finance the Offer and (3) certain other general conditions, each as described in more detail in the Offer to Purchase. This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of tenders or consents with respect to, any Notes. The Offer is being made solely pursuant to the Offer to Purchase and related transmittal documents. The Company has retained Barclays Capital Barclays Capital is the investment banking division of Barclays plc. It is a primary dealer in U.S. Treasury securities and various European Government bonds. Barclays Capital is led by CEO Robert (Bob) Diamond, an American who had been vice-chairman of Credit Suisse First Inc. to serve as sole Dealer Manager and Solicitation Agent and D.F. King & Co., Inc. to serve as Information Agent and Tender Agent for the Offer. Requests for documents may be directed to D.F. King & Co., Inc. by telephone at (888) 628-8208 (toll free) or (212) 269-5550 (collect), or in writing at 48 Wall Street, 22nd Floor, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , NY 10005. Questions regarding the terms of the Offer should be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect), attention: Liability Management Group. Forward-looking Statements This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The "forward-looking statements" include our current expectations, assumptions, estimates and projections about our business and our industry. You can identify forward-looking statements by the use of words such as "may," "should," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future" and "intends" and similar expressions which are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. In evaluating forward-looking statements, you should carefully consider the risks and uncertainties described in the "Risk Factors" section or other sections in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. filed March 13, 2009 and quarterly reports on Form 10-Q Form 10-Q See 10-Q. . All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements and risk factors. Forward-looking statements contained in this press release reflect our view only as of the date of this press release. We undertake no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. About Cinemark Holdings, Inc. Headquartered in Plano, TX, Cinemark is a leader in the motion picture exhibition industry. As of March 31, 2009, Cinemark operates 420 theatres and 4,846 screens in 39 states in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and one Canadian province Noun 1. Canadian province - Canada is divided into 12 provinces for administrative purposes province, state - the territory occupied by one of the constituent administrative districts of a nation; "his state is in the deep south" and internationally in 12 countries, including Brazil, Mexico, Chile, Colombia, Argentina, Peru, Ecuador, Honduras, El Salvador, Nicaragua, Costa Rica and Panama. For more information go to www.cinemark.com. |
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