Business Context and Reporting Period
Company: National CineMedia, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 17, 2023
Reporting Period: The filing reports on events occurring on January 17, 2023, regarding amendments to existing credit facilities.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, or specific debt balances. The document focuses exclusively on the terms of debt covenant calculations.
Material Changes
On January 17, 2023, National CineMedia, LLC (the Borrower) entered into two material definitive agreements:
- Amendment No. 4 to the Credit Agreement: Amended the Credit Agreement dated June 20, 2018, with JPMorgan Chase Bank, N.A. as administrative agent.
- Amendment No. 1 to the Revolving Credit Agreement: Amended the Revolving Credit Agreement dated January 5, 2022, with Wilmington Savings Fund Society, FSB as administrative agent.
Key Provision: Both amendments provide for the addback of specified professional fees paid by the Borrower between January 6, 2023, and the delivery of the compliance certificate for the quarter ending on or about December 28, 2023. These fees are now excluded when calculating the sum of unrestricted cash on hand and revolving credit facility availability required to be maintained under the respective agreements.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future performance, or discussion of new risks. The amendments are technical adjustments to financial covenants to account for specific professional fees, ensuring compliance with liquidity requirements.
Investor Verification Checklist
- Verify the specific professional fees eligible for addback under the amended agreements.
- Review the full text of Exhibit 10.1 (Amendment No. 4 to Credit Agreement) and Exhibit 10.2 (Amendment No. 1 to Revolving Credit Agreement) for detailed covenant language.
- Confirm the company's current unrestricted cash on hand and revolving credit facility availability to ensure compliance with the amended thresholds.
- Monitor the upcoming compliance certificate for the quarter ending December 28, 2023.