UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~June~~November 153, 2021

Cinemark USA, Inc.

(Exact Name of Registrant as Specified in Charter)

Texas	033-47040	75-2206284
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3900 Dallas Parkway, Plano, Texas 75093

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972.) 665.-1000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class ~~Tradingsymbol~~Trading Symbol(s) Name of each ~~exchangeon~~exchange on which registered None None None

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 5.0102 Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement.~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Notes~~On ~~Offering~~November 3, 2021, the Board of Directors (the “Board”) of Cinemark USA, Inc. (the “Company”) appointed Sean Gamble as the President and Chief Operating Officer and Melissa Thomas as the Executive Vice President – Chief Financial Officer of the Company, to be effective as of November 8, 2021 (the “Effective Date”). As of the Effective Date and in connection with Ms. Thomas’s appointment as the Executive Vice President – Chief Financial Officer of the Company, Sean Gamble will step down as Executive Vice-President-Chief Financial Officer of the Company.

~~On June 15, 2021, Cinemark USA, Inc~~Mr. ~~(“Cinemark USA”)~~Gamble, aage ~~wholly-owned subsidiary of Cinemark Holdings~~47, ~~Inc.~~has ~~(“Cinemark~~been ~~Holdings”), completed~~ the ~~offering~~Executive ~~(the~~Vice ~~“Offering”)~~President of– ~~$765 million~~Chief ~~aggregate~~Financial ~~principal~~Officer ~~amount~~ of ~~its~~the ~~5.25%~~Company ~~Senior~~since ~~Notes~~August ~~due~~25, ~~2028 (the “Notes”)~~2014. Ms. ~~The~~Thomas, age ~~Notes~~41, ~~were~~has ~~offered~~been ~~to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under~~ the ~~Securities~~Chief ~~Act~~Financial Officer of ~~1933~~Groupon, asInc. ~~amended~~ (~~the~~ “~~Securities Act~~Groupon”), ~~and~~since toFebruary ~~certain~~2020 ~~non-U.S.~~and ~~persons~~served inas ~~accordance~~Groupon’s ~~with~~Interim Chief ~~Regulation~~Financial SOfficer ~~under~~from ~~the~~August ~~Securities~~2019 ~~Act.~~to ~~The~~her ~~Notes~~appointment ~~and~~as ~~related~~Chief ~~guarantees~~Financial ~~have not been~~Officer, ~~and~~its ~~are~~Chief ~~not~~Accounting ~~required~~Officer toand ~~be,~~Treasurer ~~registered~~from ~~under~~November ~~the~~2018 ~~Securities~~until ~~Act~~her orappointment ~~any~~as ~~state~~Chief ~~securities~~Financial ~~laws~~Officer and ~~may~~its ~~not~~Vice bePresident ~~offered~~of orCommercial ~~sold~~Finance infrom May ~~the~~2017 ~~United~~until ~~States~~her ~~absent~~appointment anto ~~effective~~Chief ~~registration~~Accounting ~~statement~~Officer orand anTreasurer. ~~applicable~~Prior ~~exemption~~to ~~from~~joining ~~registration~~Groupon, ~~requirements~~Ms. orThomas aserved ~~transaction~~as ~~not~~Vice ~~subject~~President ~~to the registration requirements~~ of ~~the~~Finance ~~Securities~~at ~~Act~~Surgical orCare ~~any~~Affiliates ~~state~~from ~~securities~~June or2016 ~~blue~~to ~~sky~~May ~~laws or foreign securities laws~~2017. ~~The~~From ~~Notes~~August ~~were~~2007 ~~issued pursuant~~ to anMay ~~indenture~~2016, ~~(the~~Ms. ~~“Indenture”)~~Thomas served ~~dated~~in ~~June 15,~~a ~~2021~~variety ~~among~~of ~~Cinemark~~finance ~~USA,~~and ~~certain~~accounting ~~subsidiary~~leadership ~~guarantors~~roles ofat ~~Cinemark~~Orbitz ~~USA~~Worldwide (~~the~~NYSE: ~~“Guarantors”~~OWW) ~~and Wells Fargo Bank~~, ~~N.A.,~~including aVice ~~national~~President ~~banking~~of ~~corporation, as trustee~~Finance. ~~The~~Prior ~~net~~to ~~proceeds~~her ~~from~~employment ~~the~~at ~~Offering~~Orbitz, ~~together with cash on hand, will be used to redeem all of Cinemark USA’s outstanding 4~~Ms.~~875%~~ ~~Senior~~Thomas ~~Notes~~held ~~due~~accounting ~~2023~~positions ~~and~~at toEquity ~~pay~~Office ~~fees~~Properties and ~~expenses~~began ~~related~~her career toat ~~the Offering and the Redemption (as defined below)~~PricewaterhouseCoopers.

~~Cinemark~~There ~~USA’s~~are ~~obligations~~no ~~under~~family ~~the~~relationships ~~Notes~~between ~~are~~Mr. ~~fully~~Gamble and ~~unconditionally~~Ms. ~~guaranteed~~Thomas onand aany ~~joint~~of ~~and~~the ~~several~~directors ~~senior~~or ~~unsecured~~executive ~~basis~~officers byof the ~~Guarantors~~Company, ~~that~~and there ~~guarantee,~~are ~~assume~~no ortransactions in ~~any~~which ~~other~~Mr. ~~manner~~Gamble ~~become~~or ~~liable~~Ms. ~~with~~Thomas ~~respect~~has tohad ~~any~~an ~~indebtedness~~interest requiring disclosure under Item 404(a) of ~~Cinemark~~Regulation ~~USA~~S-K. There is no arrangement or ~~any~~understanding ~~Guarantor~~between Mr. IfGamble ~~Cinemark~~or ~~USA~~Ms. ~~cannot~~Thomas ~~make~~and ~~payments~~any onother ~~the~~person ~~Notes~~pursuant ~~when~~to which ~~they~~Mr. ~~are~~Gamble ~~due,~~or Ms. Thomas was approved as an officer of the ~~Guarantors~~Company ~~must~~other ~~make~~than ~~them~~as ~~instead.~~specified below.

~~The~~Mr. ~~Notes~~Gamble ~~and~~entered ~~the~~into ~~guarantees~~an ~~will~~Employment beAgreement with Cinemark ~~USA’s~~Holdings, ~~and~~Inc. ~~the~~dated ~~Guarantors’~~June ~~senior~~23, ~~unsecured~~2014, ~~obligations~~as ~~and~~amended ~~(i) rank~~by ~~equally~~the inFirst ~~right~~Amendment ~~of payment~~ to Employment ~~Cinemark~~Agreement ~~USA’s~~dated ~~and~~July ~~the Guarantors’ existing and future senior debt~~28, ~~including~~2021. The ~~borrowings~~description ~~under~~of ~~Cinemark~~Mr. ~~USA~~Gamble’s ~~Credit~~Employment Agreement, (as ~~defined below) and Cinemark USA’s existing senior notes~~amended, ~~(ii) rank~~is ~~senior~~incorporated inherein ~~right~~by ofreference ~~payment~~ to ~~Cinemark USA’s and~~ the ~~Guarantors’~~Cinemark ~~future subordinated debt~~Holdings, ~~(iii) are~~Inc. ~~effectively~~Current ~~subordinated~~Reports toon ~~all~~Form ~~of Cinemark USA’s and the Guarantors’ existing and future secured debt~~8-K, ~~including~~File ~~all obligations under Cinemark USA’s Credit Agreement and Cinemark USA’s 8~~No.~~750%~~ ~~senior~~001-33401, ~~secured~~filed ~~notes~~June ~~due~~23, ~~2025~~2014, and ~~in each case~~ to the ~~extent~~Cinemark ~~of the value of the collateral securing such debt~~Holdings, ~~(iv) are~~Inc. ~~structurally~~Current ~~subordinated~~Report toon ~~all~~Form ~~existing and future debt and other liabilities of Cinemark USA’s non~~8-~~guarantor subsidiaries~~K, ~~and~~File ~~(v) are structurally senior to the 4~~No.~~50%~~ ~~convertible~~001-33401, ~~senior~~filed ~~notes~~July ~~due~~28, ~~2025~~2021, ~~issued by Cinemark Holdings~~respectively.

~~The~~Ms. ~~Notes~~Thomas ~~will~~entered ~~mature~~into onan ~~June 15~~Employment Agreement with Cinemark Holdings, ~~2028~~Inc. ~~Pursuant~~dated toOctober ~~the Indenture~~7, ~~interest~~2021. The ondescription ~~the~~of ~~Notes~~Ms. ~~accrues~~Thomas’s Employment atAgreement ais ~~rate~~incorporated ofherein ~~5.25%~~by ~~per~~reference ~~annum~~to ~~and~~the isCinemark ~~payable~~Holdings, ~~semi-annually~~Inc. inCurrent ~~arrears~~Report on ~~January 15~~Form ~~and~~8-K, ~~July 15~~File ofNo. ~~each year~~001-33401, ~~beginning~~filed onOctober ~~January 15~~13, ~~2022~~2021.

Cinemark USA has the option to redeem all or a part of the Notes at any time on or after July 15, 2024 at redemption prices specified in the Indenture. In addition, prior to July 15, 2024, Cinemark USA may redeem up to 40% of the aggregate principal amount of Notes with funds in an amount equal to the net proceeds of certain equity offerings at a redemption price equal to 105.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, so long as at least 60% of the principal amount of the Notes issued under the Indenture (including any additional notes) remains outstanding immediately after each such redemption. Prior to July 15, 2024, Cinemark USA has the option to redeem all or any portion of the Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest on the Notes, if any, plus a make-whole premium. 2

The Indenture limits Cinemark USA’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; (iii) make certain investments; (iv) engage in certain transactions with affiliates; (v) grant or assume certain liens; and (vi) consolidate, merge or transfer all or substantially all of their assets. These covenants are subject to a number of important qualifications and exceptions as described in the Indenture. Additionally, upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), Cinemark USA must offer to repurchase all of the Notes for a cash payment equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, thereon to the repurchase date. The Indenture also provides for customary events of default.

The foregoing description of the Indenture is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K (this “Report”) and is incorporated by reference herein.

Ninth Amendment to Credit Agreement

On June 15, 2021, Cinemark USA entered into the Ninth Amendment (the “Amendment”), which amended and modified the Amended and Restated Credit Agreement dated as of December 18, 2012, among Cinemark Holdings, Cinemark USA, the several banks and other financial institutions party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto (as amended, supplemented or otherwise modified, the “Credit Agreement”) to, among other things, extend the revolving credit termination date from November 28, 2022 to November 28, 2024.

The description of the Amendment herein is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Report and incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

On May 21, 2021, Wells Fargo Bank, N.A., as trustee for the 4.875% Notes (as defined below) (the “Trustee”), sent a conditional notice of optional redemption on behalf of Cinemark USA to the holders of the 4.875% Notes, electing to redeem (the “Redemption”) $755,000,000 in aggregate principal amount of Cinemark USA’s outstanding 4.875% Senior Notes due 2023 (the “4.875% Notes”), which represents all 4.875% Notes that will be outstanding as of the Redemption Date (as defined below). In connection therewith, on June 15, 2021, Cinemark USA deposited with the Trustee funds sufficient to redeem all 4.875% Notes outstanding on June 21, 2021 (the “Redemption Date”). The redemption payment (the “Redemption Payment”) included approximately $755,000,000 of outstanding principal at the redemption price equal to 100.000% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date. Upon deposit of the Redemption Payment with the Trustee on June 15, 2021, the indenture governing the 4.875% Notes was fully satisfied and discharged. The 4.875% Notes, which bore interest at 4.875% per year, were scheduled to mature on June 1, 2023.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information provided in Item 1.01 of this Report is hereby incorporated into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
4.1		Indenture, dated as of June 15, 2021, among Cinemark USA, Inc., the Guarantors named therein and Wells Fargo Bank, N.A., as trustee.
10.1		Ninth Amendment to the Amended and Restated Credit Agreement, dated as of June 15, 2021, by and among Cinemark Holdings, Inc., Cinemark USA, Inc., the several banks and other financial institutions party thereto, Barclays Bank PLC, as administrative agent, and the other agents party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned hereunto duly authorized.

	CINEMARK USA, INC.
Date: June 15, 2021	By:	/s/ Michael D. Cavalier
		Name:	Michael D. Cavalier
		Title:	Executive Vice President - General Counsel and Secretary

		CINEMARK USA, INC.

	By:	/s/ Michael D. Cavalier
		Name: Michael D. Cavalier
		Title: Executive Vice President - General Counsel and Business Affairs

Date: November 3, 2021

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