TORONTO, Feb. 26, 2021 /CNW/ - Cineplex Inc. ("Cineplex"
or the "Company") (TSX: CGX) today announced that it has closed its
previously announced 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 was underwritten by BMO Capital Markets and
Scotiabank, as joint bookrunning managers, and RBC Capital Markets,
as co-lead manager, in a syndicate that included CIBC Capital
Markets, National Bank Financial Markets and TD Securities.
As previously announced, 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 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.
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 use of proceeds from
the Notes Offering and the anticipated benefits of the 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