v3.26.1
Subsequent Events
6 Months Ended
Jul. 02, 2026
Subsequent Events [Abstract]  
Subsequent Events

11. SUBSEQUENT EVENTS

On August 10, 2026, NCM Holdings, LLC, a wholly-owned subsidiary of the Company entered into the Securities Purchase Agreement and Plan of Merger with Captivate Holdings, LLC (“Captivate”) and certain affiliates pursuant to which the Company acquired Captivate (the “Captivate Purchase Agreement”). Captivate is the holding company for Captivate, LLC, the leading operator of digital video elevator and lobby advertising in North America. The acquisition of Captivate expands NCM's advertising capabilities and out of home portfolio to include more than 26,000 digital video screens in the lobbies and elevators of premier buildings enabling brands to target large heightened attention audiences in high traffic environments. NCM expects to realize the full run-rate synergies following the acquisition in the first year. This transaction is aligned with NCM’s strategy to build a market-defining premium video and digital out-of-home advertising platform. The purchase price of the acquisition is $275.0 million in exchange for 100.0% of the ownership of Captivate.

In order to fund the purchase, the Company has entered into a commitment letter (the “Commitment Letter”) with Crestline Management, L.P., Encina Commercial Finance SPV 2, LLC and Encina Commercial Finance SPV 3b, LLC (the “Commitment Parties”). Pursuant to the Commitment Letter, the Commitment Parties and the Company will enter into a term loan and revolving credit facility (the “Captivate Credit Facility”) immediately prior to the closing of the acquisition that will include a $275.0 term loan

and a $25.0 revolving credit facility that matures five years from the execution date. Outstanding loans under the Captivate Credit Facility will bear interest at a margin over a reference rate selected at the option of the borrower. The margin for the Captivate Credit Facility will be 7.00% per annum for SOFR borrowings and 6.00% per annum for base rate borrowings. The transactions contemplated by the Captivate Purchase Agreement and the Commitment Letter are expected to close during the second half of 2026 contingent upon the receipt of required regulatory approvals and satisfaction of other customary closing conditions.