TORONTO, Feb. 19, 2021 /CNW/ - Cineplex Inc.
("Cineplex" or the "Company") (TSX: CGX) today announced that it
has priced a private placement offering of $250 million aggregate principal amount of 7.5%
senior secured second lien notes (the "Notes" ) due
February 26, 2026 (the "Notes
Offering"). The Notes Offering is expected to close on or about
February 26, 2021, subject to
customary closing conditions.
The Notes Offering is being underwritten by BMO Capital Markets
and Scotiabank, as joint bookrunning managers, and RBC Capital
Markets, as co-lead manager, in a syndicate that includes CIBC
Capital Markets, National Bank Financial Markets and TD
Securities.
The Notes will be senior secured second lien obligations of the
Company and its material subsidiaries, which will rank behind all
first lien secured indebtedness of the Company and such
subsidiaries, rank ahead of any subordinated obligations of the
Company and its subsidiaries, and, by virtue of being secured, rank
ahead of any unsecured obligations of the Company and its
subsidiaries.
The Company will use the net proceeds of the Notes Offering to
repay indebtedness under its credit facilities, of which
$50 million will constitute a
permanent repayment under the Company's term facility and an
additional $50 million will
constitute a permanent repayment under the Company's revolving
credit facility (the "Revolving Facility"). The remaining
$144 million balance of the net
proceeds of the Notes Offering will be used to pay down the
Revolving Facility, however may be redrawn to fund the ongoing
liquidity needs of the Company.
The Notes are being 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 are being 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 are being offered and
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.
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, 2019 ("AIF") and its
management discussion and analysis ("MD&A") for the year ended
December 31, 2020. 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 anticipated completion
of the proposed Notes Offering, the use of proceeds from the
proposed Notes Offering, and the anticipated benefits of completing
the proposed Notes Offering, the duration and impact of the
COVID-19 pandemic on Cineplex, the movie exhibition industry and
the economy in general, as well as Cineplex's response to the
COVID-19 pandemic as it relates to the closure of its theatres and
location-based entertainment venues, employee reductions and other
cost- cutting initiatives, and increased expenses relating to
safety measures taken at its facilities to protect the health and
well-being of customers and employees; Cineplex's expectations with
respect to liquidity and capital expenditures, including its
ability to meet its ongoing capital, operating and other
obligations, and anticipated needs for, and sources of, funds;
Cineplex's ability to execute cost-cutting and revenue enhancement
initiatives in response to the COVID-19 pandemic; risks generally
encountered in the relevant industry, competition, customer, legal,
taxation and accounting matters; the outcome of any litigation
surrounding the termination of the Cineworld transaction; and
diversion of management time on litigation related to the Cineworld
transaction.
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 at www.sedar.com.
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. A leading entertainment
and media company, Cineplex welcomes millions of guests annually
through its circuit of theatres and location based entertainment
venues across the country. In addition to being Canada's largest and most innovative film
exhibitor, Cineplex also operates successful businesses in digital
commerce (CineplexStore.com), food service, alternative programming
(Cineplex Events), cinema media (Cineplex Media), digital
place-based media (Cineplex Digital Media) and amusement solutions
(Player One Amusement Group). Additionally, Cineplex operates
Canada's favourite destination for
'Eats & Entertainment' (The Rec Room) and entertainment
complexes specially designed for teens and families (Playdium).
Cineplex is a joint venture partner in SCENE, Canada's largest entertainment loyalty
program.
Proudly recognized as having one of the country's Most Admired
Corporate Cultures, Cineplex employs approximately 13,000 people in
its offices across Canada and
the United States. To learn more
visit Cineplex.com or download the Cineplex App.
SOURCE Cineplex