Short answer
National CineMedia, Inc. (NCMI) filed an 8-K current report with the SEC on August 11, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). NCMI agreed to acquire 100% of Captivate and related Blockers for $275.0 million enterprise value, paid entirely in cash.
National CineMedia, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- NCMI agreed to acquire 100% of Captivate and related Blockers for $275.0 million enterprise value, paid entirely in cash
- Captivate adds North American digital video elevator and lobby advertising capabilities to NCMI’s cinema advertising platform
- Closing targeted for the second half of 2026, pending customary conditions including HSR antitrust clearance
- No financing condition, increasing transaction certainty but leaving NCMI responsible for funding the cash purchase
- NCMI guaranteed subsidiary Buyer’s obligations, creating parent-level exposure to transaction commitments
Item 7.01 · Regulation FD Disclosure
- Investor presentation posted August 11, 2026 under NCM’s Investor Relations website
- Exhibit 99.2 contains the furnished presentation and represents the substantive disclosure for investors
Item 8.01 · Other Events
- $300M committed financing: $275M first-lien term loan plus $25M revolving facility
- Acquisition funding, U.S. Bank refinancing, transaction costs, and general corporate purposes
- High borrowing costs: SOFR margin 7.00%, rising to 7.50% with PIK election
- Five-year maturity with quarterly amortization totaling 2.5% annually for three years, then 5% annually
- Maximum net leverage 5.00x, stepping down to 4.50x by December 31, 2029; restrictive covenants limit future financial flexibility
Item EX-99.1 · Exhibit EX-99.1
- Captivate acquisition for $275 million enterprise value, expanding NCM to 48,000+ screens across 185 DMAs
- Captivate generated approximately $64 million revenue and $19 million Adjusted EBITDA in 2025
- Funding relies on $275 million new term debt, with expected net leverage approximately 3.9x at close
- More than $3.5 million annual run-rate cost synergies targeted within year one, plus cross-selling upside
- Dividend and share repurchase programs paused, prioritizing post-close debt reduction
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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