Borrowings |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 01, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Borrowings | 7. BORROWINGS The following table summarizes total outstanding debt, as of October 1, 2026 and January 1, 2026, and the significant terms of its borrowing arrangements (in millions):
(1) The interest rates on the 2025 Credit Facility are described below. (2) The interest rates on the 2026 Credit Agreement are described below. 2026 Credit Agreement—On September 18, 2026, NCM Holdings, together with NCM LLC and Captivate, as borrowers, entered into the 2026 Credit Agreement with Crestline Direct Finance, L.P. as administrative agent and collateral agent, whereby NCM Holdings borrowed, under the 2026 Term Loan Facility, an original aggregate principal amount equal to $275.0 million and established the 2026 Revolving Credit Facility with a maximum availability of $25.0 million. As of October 1, 2026, NCM LLC had an outstanding balance of $275.0 million under the 2026 Term Loan Facility and $10.0 million under the 2026 Revolving Facility. Upon execution of the 2026 Credit Agreement, the Company recorded $8.6 million of debt issuance costs. As of October 1, 2026, NCM Holdings' maximum availability under the $25.0 million 2026 Revolving Facility was $14.3 million, net of letters of credit of $0.7 million and the outstanding balance of $10.0 million. Borrowings under the 2026 Credit Agreement were used to (i) finance all or a portion of the Captivate Acquisition (including to repay or otherwise satisfy certain indebtedness of Captivate), (ii) refinance NCM LLC’s existing credit agreement with U.S. Bank National Association and (iii) pay fees and expenses in connection with the Captivate Acquisition, any refinancing and the incurrence of the 2026 Credit Agreement. Going forward, the 2026 Revolving Facility may be used for working capital, capital expenditures and other general corporate purposes. The 2026 Revolving Facility also has a $5.0 million sublimit for the issuance of letters of credit. The 2026 Credit Agreement matures on September 18, 2031. Outstanding loans under the 2026 Credit Agreement will bear interest at a margin over a reference rate selected at the option of the borrower. The margin for the 2026 Credit Agreement will be 7.00% per annum for SOFR borrowings and 6.00% per annum for base rate borrowings. The provisions of the 2026 Term Loan Facility provide that, from and after September 18, 2026 until the second anniversary of September 18, 2026, the Company may elect to pay a portion of the margin (for any interest period ending prior to the second anniversary of the closing date) not exceeding 2.00% as paid-in-kind interest (the “PIK Election”), and to the extent the Company shall have made such PIK Election, the margin with respect to the 2026 Term Loan Facility will be 7.50% per annum for SOFR borrowings and 6.50% per annum for base rate borrowings. A commitment fee of 0.50% is payable quarterly in arrears based on the average daily amount of the undrawn portion of the 2026 Revolving Facility. The 2026 Term Loan Facility will amortize in equal quarterly installments in aggregate annual amounts equal to 2.50% of the original principal amount in each of the first three years of the 2026 Term Loan Facility, and 5.00% of the original principal amount in each of the last two years of the 2026 Term Loan Facility. The 2026 Credit Agreement also provides for mandatory prepayments from the net proceeds of certain asset dispositions, debt issuances and casualty and condemnation events, and from a percentage of excess cash flow, subject to certain reinvestment rights and other exceptions. If NCM Holdings makes certain voluntary prepayments of the 2026 Term Loan Facility prior to the third anniversary of September 18, 2026, the principal amount prepaid is subject to a prepayment premium of (i) 3.00% during the first year following the September 18, 2026, (ii) 2.00% during the second year following the September 18, 2026 and (iii) 1.00% during the third year following the September 18, 2026. NCM Holdings' existing and future subsidiaries are required to guarantee the repayment of obligations under the 2026 Credit Agreement. The obligations of NCM Holdings under the 2026 Credit Agreement are secured by a pledge of substantially all of the assets of NCM Holdings, subject to certain customary exclusions. The 2026 Credit Agreement is subject to a financial covenant permitting a maximum Total Net Leverage Ratio of 5.00:1.00, with (i) a step-down to 4.75:1.00 as of the end of the fiscal quarter ending June 30, 2028, and (ii) a step-down to 4.50:1.00 as of the end of the fiscal quarter ending December 31, 2029. As of October 1, 2026, NCM Holdings’ total net leverage ratio was 4.38 to 1.0 (versus the required ratio of less than 5.00 to 1.00). The 2026 Credit Agreement is subject to customary affirmative and negative covenants for financings of this type, including limitations on incurring additional debt, granting or permitting additional liens, making investments and acquisitions, merging or consolidating with others, disposing of assets, paying dividends and distributions, paying subordinated indebtedness and entering into affiliate transactions. The 2026 Credit Agreement also includes events of default customary for facilities of this type, including, among other things, payment defaults, material inaccuracy of representations, covenant defaults, cross defaults to material indebtedness, bankruptcy events, material judgments and change of control. Upon the occurrence of such events of default, subject to customary cure rights (including an equity cure right), all outstanding loans under the 2026 Credit Agreement may be accelerated and/or the Lenders’ commitments may be terminated. The 2026 Credit Agreement also contains representations and warranties of NCM Holdings customary for financings of this type, with which NCM Holdings was in compliance as of October 1, 2026. These representations and warranties have been made solely for the benefit of the lenders and such representations and warranties should not be relied on by any other person, including investors. In addition, such representations and warranties (i) have been qualified by disclosures made to the lenders in connection with the 2026 Credit Agreement, (ii) are subject to the materiality standards contained in the 2026 Credit Agreement, which may differ from what may be viewed as material by investors, (iii) were made only as of the date of the 2026 Credit Agreement or such other date as is specified in the 2026 Credit Agreement and (iv) will be secured by a pledge of substantially all assets of NCM Holdings, including, without limitation, accounts receivables, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in their respective subsidiaries. 2025 Credit Facility—On January 24, 2025, NCM LLC, as borrower, entered into a Loan and Security Agreement with U.S. Bank National Association, as lender. The agreement provided for a $45.0 million senior secured revolving credit facility that matured on January 24, 2028. On September 18, 2026, NCM LLC repaid the full $12.0 million outstanding under the 2025 Credit Facility, terminated the agreement and recorded a loss on debt extinguishment of $0.5 million within the three months ended October 1, 2026. Borrowings under the 2025 Credit Facility could be used for, among other things, working capital and other general corporate purposes of NCM LLC and bore interest at a floating rate equal to term (subject to a floor of zero) plus an applicable margin of 2.00%, which was subject to increase by an additional 2.00% upon the occurrence of an event of default. A commitment fee of 0.25% was payable quarterly in arrears based on the average daily amount of the undrawn portion of the commitments under the 2025 Credit Facility for the preceding quarter. The 2025 Credit Facility had a $5.0 million sublimit for the issuance of letters of credit. Fees were payable on outstanding letters of credit at a per annum rate equal to 2.00%, plus certain customary fees payable in connection with the issuance, amendment, renewal and extension of letters of credit and the processing of drawings thereunder. Certain of NCM LLC’s future subsidiaries (collectively, the “Guarantors”) were required to guarantee the repayment of NCM LLC’s obligations under the 2025 Credit Facility. The obligations of NCM LLC and any such Guarantors with respect to the 2025 Credit Facility were secured by a pledge of substantially all assets of NCM LLC and each of the Guarantors, including, without limitation, accounts receivables, deposit accounts, intellectual property, investment property, inventory, equipment and equity interests in their respective subsidiaries. The 2025 Credit Facility contained affirmative and negative covenants customary for financings of this type, with which NCM LLC was in compliance at termination, including limitations on NCM LLC’s and its subsidiaries ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, make equity repurchases, pay subordinated indebtedness and enter into affiliate transactions. In addition, the 2025 Credit Facility contained financial covenants requiring NCM LLC to maintain a maximum leverage ratio of no greater than 2.25 to 1.00 and a minimum fixed charge coverage ratio of no less than 1.50 to 1.00, each measured on a quarterly basis. The 2025 Credit Facility also included events of default customary for facilities of this type and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the 2025 Credit Facility could be accelerated and/or the Company’s commitments terminated. The 2025 Credit Facility also contained representations, warranties and events of defaults customary for this type of facility. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||