National CineMedia, Inc 8-K, filed Apr 12, 2023

National CineMedia, Inc. (NCMI)

8-K 2023-04-12 For: 2023-04-11

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Added on April 11, 2026

About this 8-K

National CineMedia, Inc filed this 8-K on April 12, 2023, reporting on events of April 11, 2023.

Items reported

Item 1.01: Entered into a material agreement
Item 1.03: Bankruptcy or receivership
Item 2.02: Financial results
Item 2.04: Debt obligation accelerated or increased
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Common Stock, par value $0.01 per share	NCMI	The Nasdaq Stock Market LLC
(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)


Exhibit No.			Description

10.1			Restructuring Support Agreement, dated as of April 11, 2023, among the Company, NCM LLC and Consenting Secured Creditors.
99.1			Press Release, April 11, 2023
99.2			Cleansing Materials
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).


By:			/s/ Ronnie Ng

Name: Ronnie Ng

Authorized Signatory


By:			/s/ Thomas F. Lesinski
Name: Thomas F. Lesinski
Title: Chief Executive Officer


By:			/s/ Thomas F. Lesinski
Name: Thomas F. Lesinski
Title: Authorized Signatory


☐			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 210.14d-2(b))


Item 2.04			Triggering Events that Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement



THIS AGREEMENT IS NOT, AND SHALL NOT BE DEEMED, A SOLICITATION OF ACCEPTANCES OF ANY CHAPTER 11 PLAN OF REORGANIZATION PURSUANT TO SECTIONS 1125 AND 1126 OF THE BANKRUPTCY CODE OR A SOLICITATION TO TENDER OR EXCHANGE ANY OF THE COMPANY CLAIMS. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. EACH CONSENTING CREDITOR’S VOTE ON THE PLAN SHALL NOT BE SOLICITED UNTIL THE CONSENTING CREDITORS HAVE RECEIVED THE DISCLOSURE STATEMENT AND RELATED BALLOT(S). NOTHING CONTAINED IN THIS AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO. THIS AGREEMENT IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE PARTIES THERETO. ACCORDINGLY, THIS AGREEMENT IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS. THIS AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS ARE SUBJECT IN THEIR ENTIRETY TO THE NEGOTIATION AND COMPLETION OF DEFINITIVE DOCUMENTS AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS AND THE APPROVAL RIGHTS OF THE PARTIES SET FORTH HEREIN AND IN SUCH DEFINITIVE DOCUMENTS.


GENERAL PROVISIONS REGARDING THE RESTRUCTURING TRANSACTIONS
Chapter 11 Case			The Restructuring Transactions will be consummated through the commencement of a pre-arranged Chapter 11 Case under the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. Pursuant to the Restructuring Support Agreement, and subject to the terms and conditions thereof, NCM, NCMI, and the Consenting Creditors have agreed to support the Restructuring Transactions.


Restructuring Overview			The Restructuring Transactions shall include the following transactions, among others, as set forth in further detail in this Term Sheet: (a)the Up-C Structure shall remain in place to enable NCM and NCMI to continue to comply with the Joint Venture Agreements; (b)the Secured Debt Claims shall be cancelled and each holder of Secured Debt Claims, or their designee(s), will be deemed to have initially received its pro rata share of 100% of the newly issued equity interests in Reorganized NCM (the “New NCM Common Units”), subject to dilution by (i) the equity issued pursuant to the Post-Emergence Management Incentive Plan, (ii) the NCMI Contribution Units, (iii) New NCM Common Units issued after the Plan Effective Date to counterparties to the ESAs pursuant to the CUAA, if any, and (iv) the New NCM Warrants, if any, and subject to (A) reallocation pursuant to the NCMI 9019 Settlement and (B) the following considerations, the “Structuring Considerations”): (i)holders of Secured Debt Claims (other than NCMI), or their designee(s), shall have the option to have their New NCM Common Units immediately redeemed into a corresponding amount of common shares of NCMI, and thus receive common shares of NCMI in lieu of New NCM Common Units; (an “NCMI Election”); holders that do not make an NCMI Election (subject to holdings thresholds to be reasonably agreed) may execute a tax receivable agreement with NCMI and Reorganized NCM substantially similar to the provisions of the TRA entitling such holders to share in tax benefits arising from such holder’s later exchange of New NCM Common Units for NCMI common shares with modifications necessary to address the administrative burden and expense associated with the number of holders party to the agreement; 1,2


			(ii)holders of Secured Debt Claims (other than NCMI), or their designee(s), shall have the option to transfer their Secured Debt Claims to one or more newly formed entities prior to or on the Plan Effective Date to facilitate the holding and distribution of New NCM Common Units and/or common shares of NCMI to the holders of Secured Debt Claims or their designee(s) (any such entity holding Secured Debt Claims (x) that is, and have at all times has been, classified as an association taxable as a corporation for U.S. federal income tax purposes, (y) has, since inception owned no material assets other than (1) cash, (2) Secured Debt Claims, and/or (3) New NCM Common Units and/or NCMI common shares issued in exchange therefor and (z) has, since inception, incurred no material liabilities other than liabilities arising as a result of ownership of assets described in clause (y) the “Blocker Entities”); (iii)holders of equity in Blocker Entities shall have the right to require that Blocker Entities be merged with or acquired by NCMI or an affiliate thereof, such that the holders of such Blocker Entities receive common shares of NCMI; and (iv)NCMI will promptly take all actions necessary to ensure the foregoing can be accomplished in connection with the Plan Effective Date, including but not limited to (A) promptly conducting a shareholder vote (the “Shareholder Vote”) to (x) consummate an Increased Share Authorization Event to account for the common shares of NCMI that will be (1) issuable to all holders of Secured Debt Claims (or their designee(s)) that have elected to receive common shares of NCMI or (2) issuable to holders of New NCM Common Units that elect to redeem their New NCM Common Units in exchange for common shares of NCMI, (y) to the extent necessary, approve one or more mergers with or acquisitions of Blocker Entities and (z) approve any additional matters in connection with the Restructuring Transactions, and (B) issuing the Preferred Shares to the holders of Secured Debt Claims, their designee(s) or Blocker Entities to ensure that holders of the New NCM Common Units have voting rights at NCMI equal to their economic interests in NCM; and (v)the foregoing structure related to the issuance and distribution of New NCM Common Units and/or shares of NCMI as it relates to the holders of Secured Debt Claims shall be in form and substance acceptable to the Required Consenting Creditors;


			(c)holders of the existing equity interests in NCM (the “Existing NCM Common Units”) shall not receive any distribution on account of such existing equity interests and such Existing NCM Common Units shall be cancelled; (d)pursuant to the NCMI 9019 Settlement (which will be in form and substance acceptable to NCM, NCMI and the Required Consenting Creditors (collectively, the “RSA Parties”): (i)the holders of Secured Debt Claims (including NCMI) will be deemed to reallocate 9% of the total New NCM Common Units to NCMI (the “NCMI Settlement Units”), which interests will equal 9% of the initial total New NCM Common Units, subject to dilution as set forth in (b) above (the “NCMI Unit Reallocation”); and (ii) NCMI shall make a capital contribution of all existing NCMI cash on hand as of the Plan Effective Date (in an estimated amount of approximately $15 million) into NCM (the “NCMI 9019 Capital Contribution”) and NCM will be deemed to have issued an additional 31,521,757New NCM Common Units to NCMI (the “NCMI Contribution Units”); provided, however, that the NCMI Contribution Units will be adjusted up or down based on the exact amount of the NCI 9019 Capital Contribution; (e)Each of the Joint Venture Agreements (other than the Regal ESA if it is terminated subject to the treatment described below) shall be assumed on the Plan Effective Date pursuant to the Plan; (f)NCMI shall continue as a public company to, among other things, (i) ensure future performance of NCM’s and NCMI’s obligations under the CUAA, and (ii) permit the redemption of New NCM Common Units into NCMI stock on a one-to-one basis; (g)NCM shall emerge without any debt unless, following the NCMI 9019 Capital Contribution, to adequately fund Reorganized NCM, NCM seeks to obtain a revolving credit facility (an “RCF”) from a third party lending institution; provided, that if, despite its best efforts, NCM is unable to obtain an RCF in an amount and on terms in each case reasonably acceptable to the Required Consenting Creditors, an exit facility shall be provided by one or more members of the Ad Hoc Group in the form, solely or partially, of a first lien term loan provided by Consenting Creditors on arm’s-length terms in an amount estimated to be required to adequately fund the business (such amount to be determined among the Required Consenting Creditors, NCM, and their advisors); (h)the Restructuring Transactions will be effectuated and structured in a tax-efficient and cost-efficient manner for NCM and NCMI, in each case as reasonably agreed by the RSA Parties; and (i)the Restructuring Transactions will be consummated on the Plan Effective Date (or as soon as reasonably practicable thereafter).


Use of Cash Collateral			The Consenting Creditors that constitute (i) Required Lenders under the Term Loan Credit Agreement (as defined therein); (ii) Required Lenders under the 2022 Revolving Credit Agreement (as defined therein); and (iii) the majority of the Secured Noteholders under the Secured Note indenture hereby consent to NCM’s use of Cash Collateral (as defined in the Cash Collateral Order) on terms and conditions acceptable to NCM and such Consenting Creditors, consistent with the Restructuring Support Agreement and in accordance with the terms of the interim and final Cash Collateral Orders, a copy of which is annexed hereto as Exhibit 1.
TREATMENT OF CLAIMS OR INTERESTS
On the Plan Effective Date, or as soon as is reasonably practicable thereafter, each holder of an allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described in this Plan Term Sheet in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s allowed Claim or Interest, except to the extent less favorable treatment is agreed to by the Debtor and the holder of such allowed Claim or Interest.
Treatment of Administrative and Priority Tax Claims			Each holder of an allowed Administrative Claim and Priority Tax Claim shall receive (i) cash in an amount equal to such allowed Claim or (ii) such other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. As used in this Term Sheet, “Administrative Claims” means a Claim incurred by the Debtor on or after the Petition Date and before the Effective Date for a cost or expense of administration of the Chapter 11 Case entitled to priority under Sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date until and including the Plan Effective Date of preserving the Debtor’s estate and operating the Debtor’s businesses; (b) allowed Professional Fee Claims; and (c) all fees and charges assessed against the estate pursuant to Section 1930 of Chapter 123 of title 28 of the United States Code. As used in this Term Sheet, a “Priority Tax Claims” means any Claim of a governmental unit of the kind specified in Section 507(a)(8) of the Bankruptcy Code.3
Treatment of Other Secured Claims			Each holder of an Other Secured Claim shall receive, at the election of the Debtor or Reorganized NCM, as applicable: (a) payment in full in cash; (b) the collateral securing its Other Secured Claim; (c) reinstatement of its Other Secured Claim; or (d) such other treatment rendering its Other Secured Claim unimpaired in accordance with section 1124 of the Bankruptcy Code. As used in this Term Sheet, “Other Secured Claims” means a Claim (i) secured by a lien on collateral to the extent of the value of such collateral as (a) set forth in the Plan, (b) agreed to by the holder of such Claim and the Debtor, or (c) determined by a final order in accordance with section 506(a) of the Bankruptcy Code, or (ii) secured by the amount of any right of setoff of the holder thereof in accordance with section 553 of the Bankruptcy Code, other than a Secured Debt Claim. Unimpaired – Presumed to Accept.


Item 1.01			Entry into Material Definitive Agreement


Item 1.03			Bankruptcy or Receivership


Item 2.02			Results of Operations and Financial Conditions


Item 7.01			Regulation FD Disclosure


Treatment of Other Priority Claims			Each holder of an Other Priority Claim shall receive, at the election of the Debtor or Reorganized NCM, as applicable, payment in full in cash or otherwise receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. As used in this Term Sheet, “Other Priority Claim” means any Claim other than an Administrative or Priority Tax Claim that is entitled to priority of payment as specified in section 507(a) of the Bankruptcy Code. Unimpaired – Presumed to Accept.
Treatment of Secured Debt Claims			Each holder of a Secured Debt Claim shall be deemed to have received its pro rata share of 100% of the New NCM Common Units, subject to the Structuring Considerations and the reallocation pursuant to the NCMI 9019 Settlement, and subject to dilution by (i) the equity issued pursuant to the Post-Emergence Management Incentive Plan, (ii) the NCMI Contribution Units, (iii) New NCM Common Units issued after the Plan Effective Date to counterparties to the ESAs pursuant to the CUAA, if any, and (iv) the New NCM Warrants. Impaired – Entitled to Vote.
Treatment of Unsecured Funded Debt Claims			If no committee comprised of general unsecured creditors is appointed in this Chapter 11 Case pursuant to section 1102 of the Bankruptcy Code (a “Creditors’ Committee”), each holder of an Unsecured Funded Debt Claim shall receive its pro rata share of the New NCM Warrants; provided, however, if a Creditors’ Committee is appointed, holders of Unsecured Funded Debt Claims shall receive no recovery or such recovery as to be agreed upon by the Required Consenting Creditors and NCM. Impaired – Entitled to Vote. As used in this Term Sheet, “New NCM Warrants” means the five-year warrants issued pursuant to the Plan and the New Warrant Agreement, which shall be exercisable at a total equity value, calculated as of the Plan Effective Date, of $1.04 billion, for five percent (5%) of all outstanding New NCM Common Units, but subject to dilution from (i) equity issued pursuant to the Post-Emergence Management Incentive Plan, and (ii) New NCM Common Units issued after the exercise of the New NCM Warrants to counterparties to the ESAs pursuant to the CUAA, if any. As used in this Term Sheet, “New Warrant Agreement” means that certain agreement providing for, among other things, the issuance of the New NCM Warrants, which (i) shall not include any Black-Scholes protections, and (ii) shall be in form and substance acceptable to NCM and the Required Consenting Creditors.


Treatment of General Unsecured Claims			If no Creditors’ Committee is appointed in this Chapter 11 Case, each holder of a General Unsecured Claim shall be paid in full in cash on account of such claims either (i) on the Plan Effective Date or (ii) on the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such claims; provided, however, if a Creditors’ Committee is appointed, holders of General Unsecured Claims shall receive no recovery or such recovery as to be agreed upon by the Required Consenting Creditors and NCM. As used in this Term Sheet, “General Unsecured Claim” means any Claim against the Debtor that is not an Administrative Claim, Priority Tax Claim, Secured Debt Claim, Other Secured Claim, Other Priority Claim, Unsecured Funded Debt Claim or Section 510(b) Claim. Unimpaired – Presumed to Accept / Impaired - Deemed to Reject.
Treatment of Section 510(b) Claims			Each holder of Section 510(b) Claims will receive no recovery on account of such claims. As used in this Term Sheet, “Section 510(b) Claims” means any Claim against the Debtor: (a) arising from the rescission of a purchase or sale of a security of the Debtor or an affiliate of the Debtor; (b) for damages arising from the purchase or sale of such a security; (c) for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim; or (d) otherwise subordinated pursuant to Section 510(b) of the Bankruptcy Code. Impaired – Deemed to Reject.
Treatment of Existing Interests in NCM			Each holder of Existing NCM Common Units shall receive no recovery on account of such Interest in the Debtor and such Interests shall be cancelled. Impaired – Deemed to Reject.
OTHER TERMS OF THE RESTRUCTURING


NCMI 9019 Settlement			The Plan shall incorporate the NCMI 9019 Settlement, pursuant to which, among other things, NCMI shall: (a)affirm its obligations under the Joint Venture Agreements (other than the Regal ESA, if such agreement is terminated), including NCMI’s continued performance under the TRA and CUAA; (b)maintain the Up-C Structure on and after the Plan Effective Date; (c)take all necessary corporate actions to facilitate the Restructuring Transactions; (d)NCMI, as manager of NCM, shall cause the issuance of New NCM Common Units to the holders of Secured Debt Claims (subject to the Structuring Considerations) as set forth herein and in the Plan; (e)make the NCMI 9019 Capital Contribution to NCM on the Plan Effective Date and receive the NCMI Contribution Units; (f)issue the Preferred Shares to the holders of Secured Debt Claims, their designee(s), or the Blocker Entities; and (g)enter into the Director Designation Agreements. Pursuant to the NCMI 9019 Settlement, NCMI shall be deemed to receive the applicable percentage of New NCM Common Units set forth in footnote 2 herein. The NCMI Contribution Units shall (i) dilute any New NCM Common Units issued to holders of Secured Debt Claims (or their designee(s) and/or the Blocker Entities), or reallocated to NCMI pursuant to the NCMI Unit Reallocation under the Plan, and (ii) be diluted by any New NCM Common Units issued pursuant to the Post-Emergence Management Incentive Plan or issued after the Plan Effective Date pursuant to the CUAA. As used in this Term Sheet, “Preferred Shares” means preferred stock of NCMI entitling the holders thereof to voting rights equal to the economic interests held by such holders in Reorganized NCM, the terms of which will be set forth in the Plan Supplement and shall be acceptable to the RSA Parties.


ESAs and ESA Counterparties4			NCM shall assume the AMC ESA, Cinemark ESA, TRA, and CUAA pursuant to the Plan on the Plan Effective Date and cure any defaults thereunder in accordance with the Bankruptcy Code; provided, however, that any obligation to issue additional units to AMC, Cinemark or Regal pursuant to the CUAA that accrues prior to Plan Effective Date shall be treated as an existing Interest in NCM under the Plan and receive no recovery. Following the Plan Effective Date, AMC and Cinemark shall be entitled to receive New NCM Common Units pursuant to the terms of the CUAA. Prior to any Increased Share Authorization Event, any existing authorized but unissued shares of NCMI shall be reserved by NCMI for the redemption of New NCM Common Units by the ESA Counterparties pursuant to the CUAA. NCM shall assume the Regal ESA; provided, however, that NCM shall terminate the Regal ESA if (A) both (i) the Regal ESA is rejected in Regal’s pending chapter 11 case pursuant to a Final Order, and (ii) it is determined, pursuant to a Final Order, that NCM’s non-compete rights do not survive rejection thereof, or (B) NCM enters into the New Regal Affiliate Advertising Agreement; provided, however, NCM shall only enter into the New Regal Affiliate Advertising Agreement if the following conditions precedent are satisfied: (a)Regal agrees to waive, relinquish, and terminate all of Regal’s rights under the Joint Venture Agreements, including, without limitation, any rights it may have as a “Founding Member”; (b)to the extent Regal owns any interests in NCM or NCMI, Regal agrees to support the Restructuring Transactions and take all necessary steps to implement the Restructuring Transactions; and (c)NCM first obtains the Regal Approval Order. As used in this Term Sheet, “Increased Share Authorization Event” means an increase in the amount of authorized shares of common stock of NCMI to be issued, whether through an increase in authorized shares, a reverse stock split or otherwise, in accordance with NCMI’s organizational documents.
Reorganized NCM Governance			Reorganized NCM shall continue to be operated pursuant to the LLC Agreement, as such agreement may be amended on the Plan Effective Date as necessary to implement the Restructuring Transactions; provided, that, any such amendments shall be subject to the consent of the RSA Parties. Reorganized NCM shall continue to be managed by NCMI pursuant to the LLC Agreement and the MSA, and the MSA shall be assumed on the Plan Effective Date.
New NCM Common Unit Redemption			The New NCM Common Units shall be redeemable into shares of common stock of NCMI on a one-to-one basis pursuant to the terms of the LLC Agreement (as may be amended on the Plan Effective Date), subject to the Structuring Considerations. Holders of the New NCM Common Units and any NCMI common shares held as a result of the redemption of New NCM Common Units into NCMI common shares shall be entitled to customary registration rights.


NCMI Board			On the Plan Effective Date, the board of directors at NCMI shall be replaced with a new board of directors (the “New Board”). The New Board shall initially include nine (9) members with the following composition: (a)Six (6) directors shall be designated by the Required Consenting Creditors, three (3) of whom must be independent pursuant to NASDAQ’s corporate governance requirements; (b)Two (2) directors shall be nominated by NCMI’s current Nominating Committee, both of which must be independent pursuant to NASDAQ’s corporate governance requirements; provided, that, the Nominating Committee in place prior to the Plan Effective Date shall appoint such initial directors for a term of one (1) year, and any subsequent appointments shall be made by the Nominating Committee as constituted after the Plan Effective Date (as it may be reconstituted from time to time); and (c)the Chief Executive Officer of NCMI. Following the Plan Effective Date, the composition of the board of directors at NCMI shall be populated in accordance with the Director Designation Agreements. If, immediately after the Plan Effective Date (and after giving effect to the Restructuring Transactions), Cinemark retains a five percent (5%) or greater interest in NCMI, then the New Board shall be expanded to eleven (11) members and Cinemark shall appoint two (2) additional directors, one of whom must be independent, in accordance with any director designation agreement between NCMI and Cinemark. For the one year-period noted above, if Reorganized NCM and NCMI collectively have more than $15 million in liquidity, including unrestricted cash and revolver availability, any related-party transaction with the Consenting Creditors or their affiliates at Reorganized NCM or NCMI (including, but not limited to, any transaction involving the incurrence of new debt or any issuance of equity, equity derivative or convertible debt at Reorganized NCM LLC or NCMI issued to the Consenting Creditors or their affiliates) requires the affirmative consenting vote of (i) both independent directors appointed by the Nominating Committee or (ii) two-thirds of following: all the independent directors of the board and the Chief Executive Officer in the aggregate, voting as one group. As used in this Term Sheet, “Director Designation Agreements” means those certain agreements between NCMI, NCM, and certain members of the Ad Hoc Group providing those members the right to appoint directors to the New Board. The Director Designation Agreements shall be included in the Plan Supplement.
OTHER TERMS OF THE RESTRUCTURING


Restructuring Transactions			The Confirmation Order shall be deemed to authorize, among other things, all actions as may be necessary or appropriate to effectuate any transactions described in, approved by, contemplated by or necessary to consummate the Plan and the Restructuring Transactions, and to take certain preparatory actions (including but not limited to the Structuring Considerations) prior to the Plan Effective Date. On the Plan Effective Date, Reorganized NCM shall issue all securities, notes, instruments, certificates and other documents required to be issued pursuant to the Plan, the Restructuring Transactions and the Structuring Considerations.
Executory Contracts and Unexpired Leases			The Plan will provide that any executory contracts and unexpired leases that are not rejected as of the Plan Effective Date, either pursuant to the Plan or a separate motion, shall be deemed assumed by NCM.
Cancellation of Notes, Instruments, Certificates, and Other Documents			On the Plan Effective Date, except to the extent otherwise provided in this Plan Term Sheet or the Plan, all notes, instruments, certificates, and other documents evidencing claims or interests, including credit agreements and indentures, shall be cancelled, and NCM’s obligations thereunder or in any way related thereto shall be deemed satisfied in full and discharged.
Tax Matters			The parties shall work together in good faith and use commercially reasonable efforts to structure and implement the Restructuring Transactions in a tax efficient manner for NCM, NCMI, and the Required Consenting Creditors.
Exemption from SEC Registration			The issuance of securities under the Plan will be exempt from SEC registration under section 1145 of the Bankrupty Code to the fullest extent permitted thereby.
Retained Causes of Action			Reorganized NCM shall retain all rights to commence and pursue any causes of action, other than any causes of action that NCM has released pursuant to the release and exculpation provisions contemplated under this Plan Term Sheet and as set forth in the Plan.
Releases			The Plan will include customary releases and exculpations in favor of, among other parties, (i) NCM, (ii) the Consenting Creditors, (iii) members of the Ad Hoc Group to the extent that the members are parties to the Restructuring Support Agreement and vote in favor of the Plan, (iv) the Agents and Indenture Trustee, (v) NCMI, and (vi) each of their related parties of each of the foregoing.
Post-Emergence Management Incentive Plan			Within 150 days after the Plan Effective Date, the New Board will adopt a management incentive plan, which plan shall reserve for officers and directors of Reorganized NCM (including management of Reorganized NCM employed by NCMI) up to 10% of the shares of common stock of NCMI on a fully diluted and as-converted/exchanged basis with structure and grants to be determined by the New Board (the “Post-Emergence Management Incentive Plan”).


Conditions Precedent to the Plan Effective Date			The occurrence of the Plan Effective Date shall be subject to the satisfaction of certain conditions precedent (unless waived by NCM and the Required Consenting Creditors), including the following: (a)The Bankruptcy Court shall have entered the Confirmation Order, which shall be a Final Order; (b)The Regal Approval Order shall have been entered; (c)The Court shall have authorized the assumption of the Cinemark ESA and the AMC ESA, and such assumption shall be effective on or before the Plan Effective Date; (d)The Restructuring Support Agreement shall remain in full force and effect and shall not have been terminated and all conditions shall have been satisfied thereunder, and there shall be no breach that would give rise to a right to terminate the Restructuring Support Agreement by NCM, the Required Consenting Creditors or NCMI, for which notice has been given in accordance with the terms thereof (including by the requisite parties thereunder), or such notice could have been given to the extent such notice is not permitted due to the commencement of the Chapter 11 Case and the related automatic stay; (e)The Plan, any other Definitive Documents, and all documents contained in the Plan Supplement, including any exhibits, schedules, annexes, amendments, modifications, or supplements thereto shall have been executed and/or filed with the Bankruptcy Court and shall be consistent in all respects with the Restructuring Support Agreement; (f)No court of competent jurisdiction or other competent governmental or regulatory authority shall have issued an order making illegal or otherwise restricting, preventing or prohibiting, in a material respect, the consummation of the Plan, the Restructuring Transactions, the Restructuring Support Agreement or any of the Definitive Documents contemplated thereby; (g)An escrow account for Professional Fee Claims shall have been established and funded in cash; (h)The Debtor shall have obtained any and all requisite regulatory approvals, and any other authorizations, consents, rulings, or documents required to implement and effectuate the Plan and the Restructuring Transactions; (i)The Debtor shall have implemented the Restructuring Transactions in a manner consistent in all respects with the Restructuring Support Agreement; (j)The Shareholder Vote shall have been approved by a majority of the NCMI shareholders at a duly held meeting of the NCMI shareholders;to the consummation of the any amendments to the LLC Agreement shall have been waived or satisfied in accordance with the terms thereof, and the execution of any amendments to the LLC Agreement shall be deemed to occur concurrently with the occurrence of the Effective Date; and


			(k)All conditions precedent (other than any conditions related to the occurrence of the Plan Effective Date) to the consummation of the any amendments to the LLC Agreement shall have been waived or satisfied in accordance with the terms thereof, and the execution of any amendments to the LLC Agreement shall be deemed to occur concurrently with the occurrence of the Effective Date; and (l)To the extent required under applicable non-bankruptcy law, any amendments to NCM’s governance and organization documents shall have been duly filed with the applicable authorities in the relevant jurisdictions.
Other Customary Plan Provisions			The Plan will provide for other customary provisions, including without limitation, in respect of the cancellation of existing claims and interests; the vesting of assets; employee-related matters; indemnification matters; insurance matters, including the survival of any directors’ and officers’ insurance policies in effect prior to the Plan Effective Date; the compromise and settlement of claims; the retention of jurisdiction by the Bankruptcy Court; releases; and the resolution of disputed claims, and the Plan and all documentation related thereto shall be subject to the consent rights set forth in the Restructuring Support Agreement.


Aggregate Principal Amounts Beneficially Owned or Managed on Account of:
Term Loan Claims
2018 Revolving Loan Claims
2022 Revolving Loan Claims
Secured Note Claims
Unsecured Note Claims


	Quarter Ended
	December 29, 2022			December 30, 2021
Operating income (loss)	$	28.1		$	8.0
Depreciation expense	1.4			2.5

Amortization of intangibles recorded for network theater screen leases	6.3			6.2
Share-based compensation costs	2.0			1.6
Advisor fees related to abandoned financing transaction (1)	0.5			0.1
Executive transition costs (2)	—			—
Impairment of long-lived assets (3)	—			—
Sales force reorganization costs (4)	—			—
Advisor fees related to the Cineworld Proceeding (5)	3.8			—
Adjusted OIBDA	$	42.1		$	18.4
Total revenue	$	91.7		$	63.5
Adjusted OIBDA margin	45.9		%	29.0		%

Adjusted OIBDA	$	42.1		$	18.4
Carmike Theaters integration and encumbered theater payments	3.8			1.3
Adjusted OIBDA after integration and encumbered theater payments	$	45.9		$	19.7


(1)			These fees relate to advisor and legal costs incurred for advice pertaining to an alternative debt transaction that was abandoned in the fourth quarter of 2021 and an alternative equity transaction that was abandoned in the fourth quarter of 2022.
(2)			Executive transition costs represent costs associated with the search for the Company’s new CFO during the third quarter of 2021.
(3)			The impairment of long-lived assets primarily relates to the write down of certain internally developed software no longer in use.
(4)			Sales force reorganization costs represents redundancy costs associated with changes to the Company’s sales force implemented during the first quarter of 2022.
(5)			Advisor and legal fees incurred in connection with the Company’s involvement in the Cineworld Proceeding during the third and fourth quarter of 2022.


INVESTOR CONTACT:						MEDIA CONTACT:
investors@ncm.com						Pam Workman
						pam.workman@ncm.com
						press@ncm.com