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CNK > SEC Filings for CNK > Form 8-K on 19-Nov-2012All Recent SEC Filings

Show all filings for CINEMARK HOLDINGS, INC.



Entry into a Material Definitive Agreement, Regulation FD Disclosure, Fin

Item 1.01. Entry into a Material Definitive Agreement

On November 16, 2012, Cinemark USA, Inc., a wholly-owned subsidiary of Cinemark Holdings, Inc. (the "Company"), entered into an asset purchase agreement (the "Purchase Agreement") with Rave Real Property Holdco, LLC and certain of its subsidiaries, Rave Cinemas, LLC and RC Processing, LLC (collectively, "Rave"), pursuant to which the Company will acquire substantially all of the assets of Rave, primarily consisting of 32 theatres located in 12 states, representing 483 screens (the "Acquisition"), for a purchase price of approximately $240 million. The purchase price, the amount of which is subject to certain closing date adjustments, will consist of cash consideration and the assumption of certain liabilities, including certain lease obligations and certain other continuing contract obligations. The Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties.

Completion of the Acquisition is subject to the satisfaction of customary closing conditions for transactions of this type, including Department of Justice or Federal Trade Commission antitrust approval. The Company intends to fund the acquisition through the use of available cash, borrowings under its credit facilities, proceeds from the issuance of additional debt securities or a combination of the foregoing.

Item 7.01. Regulation FD Disclosure

On November 16, 2012, the Company issued a press release announcing the Acquisition. A copy of the press release is furnished with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued November 16, 2012, by the Company.

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