Published:
National CineMedia, Inc. Files Registration Statement
CENTENNIAL, Colo. - (BUSINESS WIRE) - National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing
member and owner of 41.5% of National CineMedia, LLC (NCM LLC), the
operator of the largest digital in-theatre network in North America,
today announced that it filed a registration statement on Form S-3 with
the U.S. Securities and Exchange Commission (the SEC) as required by the
Company's registration rights agreement with the founding members of NCM
LLC entered into at the date of its initial public offering (IPO) in
February 2007. The Company will not receive any proceeds from any sale
or other disposition of these shares of Common Stock by the founding
members of NCM LLC as the shares will be issued in exchange for an equal
number of common membership units of NCM LLC.
As of the date of this release, the founding members of NCM LLC own an
aggregate of 59,435,758 common membership units of NCM LLC. All of these
common membership units were issued as "restricted securities" under the
Securities Act of 1933, as amended and are subject to certain
restrictions on transfer under NCM LLC's operating agreement. The common
membership units can be exchanged for shares of the Company's Common
Stock on a one-for-one basis, except if the Company exercises its option
to redeem the common units for cash.
While the Company has registered for resale by the founding members of
NCM LLC, NCM, Inc. common stock equal to all of the current outstanding
NCM LLC common membership units as required by the registration rights
agreement executed at the date of the IPO, the Company has not been
advised as of the date of this release that the founding members have
any specific plans with respect to their shares. Should any founding
member inform us prior to any sale or other disposition of their shares
of a change in their plans with respect to those shares, the Company
would file a prospectus supplement setting forth such sale plans. The
shelf registration has been filed to allow the founding members to
facilitate potential future sales in the market. The filing of the
registration statement does not necessarily mean sales will occur at
this time and, as stated above, the Company has received no indication
that such sales will occur at this time.
The Company has a continuing obligation to maintain the registration of
the Common Stock issuable to the founding members upon exchange of the
common membership units of NCM LLC until such stock has been disposed of
or is otherwise eligible for resale under the securities laws without
restriction.
Copies of the prospectus may be obtained from the SEC's website at www.sec.gov
or directly from the Company at www.ncm.com,
by written request to 9110 E. Nichols Ave., Suite 200, Centennial,
Colorado 80112-3405, Attention: Secretary, or at telephone number
303-792-3600.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities in this offering, nor
will there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale are unlawful prior to registration or
qualification under securities laws of any such jurisdiction.
About National CineMedia, Inc.
NCM LLC operates the largest digital in-theatre network in North America
through long-term agreements with its founding members, AMC
Entertainment Inc., Cinemark Holdings Inc. (NYSE: CNK) and Regal
Entertainment Group (NYSE: RGC), the three largest theatre operators in
the U.S., and through multi-year agreements with several other theatre
operators. NCM LLC produces and distributes its FirstLook
pre-feature program; cinema, lobby and online advertising products;
comprehensive meeting and event services and other entertainment
programming content. NCM LLC's national network includes approximately
16,800 screens of which approximately 15,400 are part of the company's
Digital Content Network (DCN). NCM LLC's network covers 171 Designated
Market Areas (49 of the top 50). During 2008, approximately 660 million
patrons attended movies shown in theatres currently included in the
network (excluding Regal Consolidated Theatres). National CineMedia,
Inc. (NASDAQ: NCMI) owns a 41.5% interest in and is the managing member
of NCM LLC. To learn more about National CineMedia Inc., please visit
the Company's website at www.ncm.com.
(NCMI-F)
Forward-Looking Statements
This press release contains various forward-looking statements that
reflect management's current expectations or beliefs regarding future
events, including statements regarding guidance and the dividend policy.
Investors are cautioned that reliance on these forward-looking
statements involves risks and uncertainties. Although the Company
believes that the assumptions used in the forward-looking statements are
reasonable, any of these assumptions could prove to be inaccurate and,
as a result, actual results could differ materially from those expressed
or implied in the forward-looking statements. The factors that
could cause actual results to differ materially from those expressed or
implied in the forward-looking statements are, among others, 1) the
level of expenditures on cinema advertising; 2) increased competition
for advertising expenditures; 3) technological changes and innovations;
4) popularity of major motion picture releases and level of theatre
attendance; 5) shifts in population and other demographics that affect
theatre attendance; 6) our ability to renew or replace expiring
advertising and content contracts; 7) our need for additional funding,
risks and uncertainties relating to our significant indebtedness; 8)
fluctuations in operating costs; 9) changes in interest rates, and 10)
changes in accounting principles. In addition, the outlook provided does
not include the impact of any future unusual or infrequent transactions;
unidentified restructuring charges; sales and acquisitions of operating
assets and investments; any future noncash impairments of goodwill,
intangible and fixed assets; amounts related to securities litigation;
or the related impact of taxes that may occur from time to time due to
management decisions and changing business circumstances. The Company is
currently unable to forecast precisely the timing and/or magnitude of
any such amounts or events. Please refer to the Company's Securities and
Exchange Commission filings for further information about these and
other risks.
National CineMedia, Inc.
INVESTOR CONTACT:
David
Oddo, 800-844-0935
investors@ncm.com
or
MEDIA
CONTACT:
Lauren Leff, 303-957-1709
lauren.leff@ncm.com
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