/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 4,
2024 /CNW/ - Cineplex Inc. ("Cineplex" or the
"Company") (TSX: CGX) today announced that it has closed its
previously announced private placement offering of $575 million aggregate principal amount of 7.625%
senior secured notes (the "Notes") due March
31, 2029 (the "Notes Offering"), as well as the other
aspects of its comprehensive refinancing originally announced on
February 8, 2024.
Other elements of the Company's comprehensive refinancing plan
which were also completed today are as follows:
- The Company redeemed in full its existing 7.5% senior secured
second lien notes due February 26,
2026 using a portion of the proceeds from the Note
Offering.
- The Company repaid in full and terminated the eighth amended
and restated credit agreement dated December
13, 2023 with The Bank of Nova
Scotia using a portion of the proceeds from the Notes
Offering. The Company has also entered into a new $100 million "covenant-lite" revolving credit
facility with a maturity date of March 4,
2027, with a syndicate of banks led by The Bank of
Nova Scotia (the "New Credit
Facility").
- Amendments (the "Amendments") to the Company's 5.75%
convertible unsecured subordinated debentures due September 30, 2025 (the "Convertible Debentures")
have been approved in writing by holders of approximately 89% of
the outstanding Convertible Debentures. Accordingly, the
debentureholder meeting scheduled for March
14, 2024 in respect of the Amendments has been cancelled.
The first supplemental indenture giving effect to the Amendments
(the "Supplemental Indenture") was executed on March 4, 2024. All of the Amendments are
effective as of March 4, 2024, other
than the change in interest rate from 5.75% to 7.75% and the
re-designation of the Convertible Debentures to be "7.75%
convertible unsecured subordinated debentures due March 1, 2030", which shall become effective as
of April 1, 2024.
- The Amendments include a partial redemption of $100,000,000 principal amount of the Convertible
Debentures on a pro rata basis (the "Partial Redemption"). The
record date for the Partial Redemption is March 7, 2024 (the "Record Date") and the
redemption date is March 11,
2024 (the "Redemption Date"). Only holders of Convertible
Debentures on the Record Date will participate in the Partial
Redemption. On the Redemption Date, approximately 31.6% of the
Convertible Debentures held by holders on the Record Date will be
redeemed for a total payment (per $1,000 principal amount of the redeemed
Convertible Debentures) of approximately $1,049.11 (comprised of a principal repayment of
$1,000, a premium of $23.50, and an interest payment of approximately
$25.61). Following completion of the
Partial Redemption, there will be an aggregate of $216,250,000 principal amount of Convertible
Debentures outstanding. The Partial Redemption will be funded using
a portion of the proceeds from the Note Offering.
Each of (i) the trust indenture governing the Notes, (ii) the
Supplemental Indenture, and (iii) the credit agreement governing
the New Credit Facility will be filed on the Company's profile on
SEDAR+ (www.sedarplus.ca).
The Notes were offered for sale in each of the provinces of
Canada to "accredited investors"
on a private placement basis in accordance with Canadian securities
laws. The Notes have not been and will not be qualified for
distribution in Canada by a
prospectus and were offered and sold in Canada only pursuant to an exemption from the
prospectus requirements of Canadian securities laws. In addition,
the Notes have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), and
were sold in the United States
only to persons reasonably believed to be qualified institutional
buyers in reliance on Rule 144A under the U.S. Securities Act and
to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S
under the U.S. Securities Act. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities in Canada,
the United States or any other
jurisdiction.
The Notes Offering was underwritten by BMO Capital Markets
and Scotiabank, as joint active bookrunning managers, in a
syndicate that also included RBC Capital Markets and TD Securities,
as joint bookrunning managers, and CIBC Capital Markets and
Canaccord Genuity Corp., as co-managers.
About Cineplex
Cineplex (TSX:CGX) is a top-tier
Canadian brand that operates in the Film Entertainment and Content,
Amusement and Leisure, and Media sectors. Cineplex offers a unique
escape from the everyday to millions of guests through its circuit
of over 170 movie theatres and location-based entertainment venues.
In addition to being Canada's
largest and most innovative film exhibitor, the company operates
Canada's favourite destination for
'Eats & Entertainment' (The Rec Room), complexes specially
designed for teens and families (Playdium), and a newly launched
entertainment concept that brings movies, amusement gaming, dining,
and live performances together under one roof (Cineplex Junxion).
It also operates successful businesses in digital commerce
(CineplexStore.com), alternative programming (Cineplex Events),
motion picture distribution (Cineplex Pictures), cinema media
(Cineplex Media), and digital place-based media (Cineplex Digital
Media). Providing even more value for its guests, Cineplex is a
partner in Scene+, Canada's
largest entertainment and lifestyle loyalty program.
Proudly recognized as having one of the country's Most Admired
Corporate Cultures, Cineplex employs over 10,000 people in its
offices and venues across Canada
and the United States. To learn
more, visit Cineplex.com.
Caution Regarding Forward Looking Statements
Certain
information included in this news release contains forward-looking
statements within the meaning of applicable securities laws. These
forward-looking statements include, among others, statements with
respect to Cineplex's objectives, goals and strategies to
achieve those objectives and goals, as well as statements with
respect to Cineplex's beliefs, plans, objectives, expectations,
anticipations, estimates and intentions. The words "may", "will",
"could", "should", "would", "suspect", "outlook", "believe",
"plan", "anticipate", "estimate", "expect", "intend", "forecast",
"objective" and "continue" (or the negative thereof), and words and
expressions of similar import, are intended to identify
forward-looking statements.
By their very nature, forward-looking statements involve
inherent risks and uncertainties, including those described in
Cineplex's annual information form for the year ended
December 31, 2022 ("AIF") and
the management's discussion and analysis for the year ended
December 31, 2023 ("MD&A"). Those
risks and uncertainties, both general and specific, give rise to
the possibility that predictions, forecasts, projections and other
forward-looking statements will not be achieved. Certain material
factors or assumptions are applied in making forward-looking
statements and actual results may differ materially from those
expressed or implied in such statements.
Cineplex cautions readers not to place undue reliance on
these statements, as a number of important factors, many of which
are beyond Cineplex's control, could cause actual results to differ
materially from the beliefs, plans, objectives, expectations,
anticipations, estimates and intentions expressed in such
forward-looking statements. These factors include, but are not
limited to, the use of proceeds from the Notes Offering, the
anticipated benefits of the Notes Offering, and the implementation
of the amendments to the Convertible Debenture.
The foregoing list of factors that may affect future results is
not exhaustive. When reviewing Cineplex's forward-looking
statements, readers should carefully consider the foregoing factors
and other uncertainties and potential events. Additional
information about factors that may cause actual results to differ
materially from expectations and about material factors or
assumptions applied in making forward-looking statements may be
found in the "Risks and Uncertainties" section
of Cineplex's AIF and MD&A.
Cineplex does not undertake to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable
Canadian securities law. Additionally, we undertake no obligation
to comment on analyses, expectations or statements made by third
parties in respect of Cineplex, its financial or operating results
or its securities. All forward-looking statements in this news
release are made as of the date hereof and are qualified by these
cautionary statements. Additional information, including Cineplex's
AIF and MD&A, can be found on Sedar+ (www.sedarplus.ca).
SOURCE Cineplex
