--- schema_version: "secwatch.filing_event.v1" accession: "0001377630-23-000124" form_type: "8-K" ticker: "NCMI" cik: "0001377630" company_name: "National CineMedia, Inc." filed_at: "2023-08-07T23:59:59+00:00" generated_at: "2026-06-12T03:57:07.277341+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # National CineMedia emerges from Chapter 11; eliminates ~$1.2B debt, obtains $55M exit financing ## Summary - NCM LLC emerged from Ch.11 on 8/7/23; NCMI retains 13.8% stake in reorganized company. - Issued 83,420,199 common shares to secured lenders; 50 Series B Preferred shares to CEO Tom Lesinski. - New Board of 9 includes Lauren Zalaznick (Chair), Bernadette Aulestia, Nick Bell, David Glazek, etc. - Exit facility of $55M (drew $10M immediately) matures 2026; interest SOFR+3.75%-4.50%. - Regal surrendered 4,068,380 NCMI shares for cancellation; Series A Preferred cancelled. ## SEC filing metadata - accession: 0001377630-23-000124 - form_type: 8-K - ticker: NCMI - cik: 0001377630 - company_name: National CineMedia, Inc. - filed_at: 2023-08-07T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.03, 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/ncmllc-20230807.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001377630-23-000124 - JSON: https://secwatch.observer/filing/0001377630-23-000124.json - Plain text: https://secwatch.observer/filing/0001377630-23-000124.txt ## Key facts - Debt Financings National CineMedia, Inc. incurred revolving credit of $55,000,000 with CIT Northbridge Credit LLC at base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving commitm maturing August 7, 2026. - Instrument: revolving credit - Principal: $55,000,000 - Counterparty: CIT Northbridge Credit LLC - Rate: base rate or SOFR benchmark plus (i) 3.75% if less than 50% of revolving commitm - Maturity: August 7, 2026 - Event: incurrence source text: On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement (the “Credit Agreement”) with the lenders party thereto and CIT Northbridge Credit LLC as agent. Under the Credit Agreement, NCM LLC has access to a revolving credit facility with aggregate commitments totaling $55,000,000 (the “Credit Facility”). evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Nicholas Bell was elected as Director at National CineMedia, Inc.. - Action: elected - Role: Director source text: On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Jean-Phillipe Maheu was elected as Director at National CineMedia, Inc.. - Action: elected - Role: Director source text: On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Tiago Lourenço was elected as Director at National CineMedia, Inc.. - Action: elected - Role: Director source text: On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Lauren Zalaznick was appointed as Chair of the Board at National CineMedia, Inc.. - Action: appointed - Role: Chair of the Board source text: The Board also confirmed the appointment of Ms. Zalaznick as Chair of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Bernadette Aulestia was elected as Director at National CineMedia, Inc.. - Action: elected - Role: Director source text: On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Mark Segall resigned as Director at National CineMedia, Inc.. - Action: resigned - Role: Director source text: On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Mark Zoradi resigned as Director at National CineMedia, Inc.. - Action: resigned - Role: Director source text: On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Joe Marchese was elected as Director at National CineMedia, Inc.. - Action: elected - Role: Director source text: On August 7, 2023, the Board elected Bernadette Aulestia, Nicholas Bell, Tiago Lourenço, Joe Marchese, Jean-Phillipe Maheu and Lauren Zalaznick as members of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Kurt Hall resigned as Director at National CineMedia, Inc.. - Action: resigned - Role: Director source text: On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Donna Reisman resigned as Director at National CineMedia, Inc.. - Action: resigned - Role: Director source text: On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Executive change Lawrence A. Goodman resigned as Director at National CineMedia, Inc.. - Action: resigned - Role: Director source text: On August 7, 2023, Lawrence A. Goodman, Kurt Hall, Mark Segall, Donna Reisman and Mark Zoradi notified the Company of their resignations from the Company’s Board of Directors (the “Board”), effective immediately in connection with the Effective Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Governance Changes National CineMedia, Inc.: Filed Certificate of Designation for Series B Non-Convertible Preferred Stock (effective 2023-08-07). - Change: charter amendment - Effective: 2023-08-07 source text: On August 7, 2023, the Company filed a Certificate of Designation for the Company’s Series B Non-Convertible Preferred Stock with the Secretary of State of the State of Delaware (the “Certificate of Designation”). evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Material Agreements National CineMedia, Inc. entered into Loan, Security and Guarantee Agreement with CIT Northbridge Credit LLC valued at Revolving credit facility with aggregate commitments totaling $55,000,000 maturing August 7, 2026 (effective 2023-08-07). - Action: entry - Agreement: credit facility - Counterparty: CIT Northbridge Credit LLC - Value: Revolving credit facility with aggregate commitments totaling $55,000,000 maturing August 7, 2026 - Effective: 2023-08-07 source text: On August 7, 2023, NCM LLC entered into a Loan, Security and Guarantee Agreement (the “Credit Agreement”) with the lenders party thereto and CIT Northbridge Credit LLC as agent. Under the Credit Agreement, NCM LLC has access to a revolving credit facility with aggregate commitments totaling $55,000,000 (the “Credit Facility”). evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Material Agreements National CineMedia, Inc. entered into Fifth Amendment to Third Amended and Restated Limited Liability Company Operating Agreement with NCM LLC valued at Amendments to operating agreement related to Chapter 11 case, quorum, amendments, Credit Agreement, (effective 2023-08-07). - Action: entry - Agreement: credit facility - Counterparty: NCM LLC - Value: Amendments to operating agreement related to Chapter 11 case, quorum, amendments, Credit Agreement, - Effective: 2023-08-07 source text: On August 7, 2023 NCM LLC entered into a Fifth Amendment to NCM LLC’s Third Amended and Restated Limited Liability Company Operating Agreement (the “LLC Agreement Amendment”). The LLC Agreement Amendment reflects modifications necessary due to the Chapter 11 case, including clarifications regarding a quorum and amendments requiring only a majority of the outstanding units, the Credit Agreement, the issuance of the Series B Preferred Stock (defined below), and other general clarifications. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm - Material Agreements National CineMedia, Inc. entered into Director Designation Agreement with Consenting Creditor Designation Committee and Blantyre Capital Limited valued at Designation rights for up to six directors by Designation Committee and Blantyre based on ownership (effective 2023-08-07). - Action: entry - Counterparty: Consenting Creditor Designation Committee and Blantyre Capital Limited - Value: Designation rights for up to six directors by Designation Committee and Blantyre based on ownership - Effective: 2023-08-07 source text: On August 7, 2023, the Company entered into a Director Designation Agreement (the “Designation Agreement”) among the Company, the Consenting Creditor Designation Committee (the “Designation Committee”) and Blantyre Capital Limited (“Blantyre”) in accordance with the Plan. The Designation Agreement provides for the designation of up to six directors, three of whom must be independent, by the Designation Committee and Blantyre. evidence_url: https://www.sec.gov/Archives/edgar/data/1377630/000137763023000124/0001377630-23-000124-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.