As filed with the Securities and Exchange Commission on February 1, 2007

Registration No. 333-      

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Cinemark Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

3900 Dallas Parkway, Suite 500

Plano, Texas 75093

(972) 665-1000

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

 

Michael Cavalier

Senior Vice President-General Counsel

3900 Dallas Parkway, Suite 500

Plano, Texas 75093

(972) 665-1000

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

 

 

 

 

With a copy to:

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o _ _

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o _ _

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o _ _

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Subject to Completion, dated February 1, 2007

 

 

PROSPECTUS

 

 

           Shares

 

 

 

Cinemark Holdings, Inc.

 

Common Stock

 

 

 

 

 

We are offering           shares of our common stock in this initial public offering. The selling stockholders named in this prospectus are offering an additional           shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders.

 

No public market currently exists for our common stock. We intend to apply to list our common stock on the New York Stock Exchange under the symbol “CNK.” We currently expect that the initial public offering price will be between $      and $      per share.

 

Investing in our common stock involves risks. See “Risk Factors” beginning on page 12.

 

 

The selling stockholders have granted the underwriter a 30-day option to purchase up to an additional           shares of our common stock on the same terms and conditions as set forth above if the underwriter sells more than           shares of our common stock in this offering.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Lehman Brothers expects to deliver the shares on or about          , 2007.

 

 

 

 

Lehman Brothers

 

 

          , 2007

 

TABLE OF CONTENTS

 

 

You should rely only on the information contained in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

 

Dealer Prospectus Delivery Obligation

 

Until          , 2007 (25 days after the commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

Market Information

 

Information regarding market share, market position and industry data pertaining to our business contained in this prospectus consists of estimates based on data and reports compiled by industry professional organizations (including the Motion Picture Association of America, or MPAA, PricewaterhouseCoopers LLP, or PwC, MPA Worldwide Market Research, the National Association of Theatre Owners, or NATO, and BIA Financial Network, Inc., or BIAfn), industry analysts and our knowledge of our business and markets.

 

We take responsibility for compiling and extracting, but have not independently verified, market and industry data provided by third parties, or by industry or general publications, and take no further responsibility for such data. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources, and we cannot assure you as to their accuracy.

 

Designated Market Area^®, or DMA^®, is a registered trademark of Nielsen Media Research, Inc.

About Us

 

Financial Presentation

 

Cinemark Holdings, Inc. was formed on August 2, 2006. On August 7, 2006, the Cinemark, Inc. stockholders entered into a share exchange agreement pursuant to which they agreed to exchange their shares of Class A common stock for an equal number of shares of common stock of Cinemark Holdings, Inc., hereinafter referred to as the Cinemark Share Exchange. The Cinemark Share Exchange and the acquisition of Century Theatres, Inc., or Century, were completed on October 5, 2006. Prior to October 5, 2006, Cinemark Holdings, Inc. had no assets, liabilities or operations. On October 5, 2006, Cinemark, Inc. became a wholly owned subsidiary of Cinemark Holdings, Inc.

 

On April 2, 2004, an affiliate of Madison Dearborn Partners, LLC, or MDP, acquired approximately 83% of the capital stock of Cinemark, Inc., pursuant to which a newly formed subsidiary owned by an affiliate of MDP was merged into Cinemark, Inc. with Cinemark, Inc. continuing as the surviving corporation, hereinafter referred to as the MDP Merger. Management, including Lee Roy Mitchell, Chairman and then Chief Executive Officer, retained at such time an approximately 17% ownership interest in Cinemark, Inc.

 

For purposes of the financial presentation in this prospectus, the historical financial information has been prepared in contemplation of this initial public offering and reflects the change in reporting entity that occurred as a result of the Cinemark Share Exchange. Cinemark Holdings, Inc.’s consolidated financial information reflects the historical accounting basis of its stockholders for all periods presented. Accordingly, financial information for periods preceding the MDP Merger is presented as Predecessor and for the periods subsequent to the MDP Merger is presented as Successor. The Century acquisition is not reflected in the historical financial information of Cinemark, Inc. or Cinemark Holdings, Inc. since the transaction occurred subsequent to September 30, 2006. Because of the significance of the Century acquisition, we have included in this prospectus historical financial statements for Century as well as pro forma financial information giving effect to the Century acquisition as more fully described in “Unaudited Pro Forma Condensed Consolidated Financial Information.”

 

Certain Definitions

 

Unless the context otherwise requires, all references to “we,” “our,” “us,” the “issuer” or “Cinemark” relate to Cinemark Holdings, Inc. or Cinemark, Inc., its predecessor, and its consolidated subsidiaries, including Cinemark USA, Inc. and Century. We use the term “pro forma” in this prospectus to refer to information presented after giving effect to the Century acquisition. Unless otherwise specified, all operating and other statistical data for the U.S. include one theatre in Canada. All references to Latin America are to Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Nicaragua, Panama and Peru. Unless otherwise specified, all operating and other statistical data are as of and for periods ended September 30, 2006 except for data relating to Century, which are as of and for the periods ended September 28, 2006, the end of its fiscal year.

Non-GAAP Financial Measures

 

Accounting principles generally accepted in the United States are commonly referred to as “GAAP.” A non-GAAP financial measure is generally defined by the Securities and Exchange Commission, or SEC, as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. In this prospectus, we present Adjusted EBITDA and Adjusted EBITDA margin, both non-GAAP financial measures, because these measures provide our Board of Directors, management and investors with additional information to measure our performance, estimate our value and evaluate our ability to service debt. Management uses Adjusted EBITDA and Adjusted EBITDA margin as a performance measure for internal monitoring and planning, including preparation of annual budgets, analyzing investment decisions and evaluating profitability and performance comparisons between us and our competitors. We also use these measures to calculate amounts of performance based compensation under employment contracts and incentive bonus programs. Adjusted EBITDA and Adjusted EBITDA margin should not be construed as alternatives to net income or operating income as indicators of operating performance or as alternatives to cash flow from operations as measures of liquidity (as determined in accordance with GAAP). Our definitions and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures can be found at “Prospectus Summary — Non-GAAP Financial Measures and Reconciliations.”

 

PROSPECTUS SUMMARY

	•	Advertising:  NCM develops, produces, sells and distributes a branded, pre-feature entertainment and advertising program called “FirstLook,” along with an advertising program for its lobby entertainment network, or LEN, and various marketing and promotional products in theatre lobbies;
	•	CineMeetings:  NCM provides live and pre-recorded networked and single-site meetings and events in the theatres throughout its network; and
	•	Digital Programming Events:  NCM distributes live and pre-recorded concerts, sporting events and other entertainment programming to theatres across its digital network.

	•	our dependency on motion picture production and performance could have a material adverse effect on our business;
	•	a deterioration in relationships with film distributors could adversely affect our ability to license commercially successful films at reasonable rental rates;
	•	we may not be able to successfully execute our business strategy because of the competitive nature of our industry as well as competition from alternative forms of entertainment;
	•	our substantial lease and debt obligations could impair our liquidity and financial condition; and
	•	we may not be able to identify suitable locations for expansion or generate additional revenue opportunities.

Common stock offered by us		shares
Common stock offered by the selling stockholders		shares
Common stock to be outstanding after the offering		shares

Underwriter’s option		The selling stockholders have granted the underwriter a 30-day option to purchase up to an aggregate of           additional shares of our common stock if the underwriter sells more than           shares in this offering.
Dividend policy		Following this offering, we intend to pay a quarterly cash dividend at an annual rate initially equal to $      per share (or a quarterly rate initially equal to $      per share) of common stock, commencing in the           quarter of 2007, which will be a partial dividend paid on a pro rata basis depending on the closing date for this offering. The declaration of future dividends on our common stock will be at the discretion of our Board of Directors and will depend upon many factors, including our results of operations, financial condition, earnings, capital requirements, limitations in our debt agreements and legal requirements. See “Dividend Policy.”
Use of proceeds		We expect to use the net proceeds that we receive from this offering to repay outstanding debt and for working capital and other general corporate purposes. See “Use of Proceeds.” We will not receive any proceeds from the sale of shares by the selling stockholders.
Proposed New York Stock Exchange symbol		“CNK”

	•	shares of our common stock issuable upon the exercise of outstanding stock options, which have a weighted average exercise price of $      per share; and
	•	an aggregate of           shares of our common stock reserved for future issuance under our 2006 Long Term Incentive Plan.

	•	assumes no exercise of the underwriter’s option to purchase up to an aggregate of           additional shares of our common stock; and
	•	assumes an initial public offering price of $      per share, the midpoint of the price range set forth on the cover page of this prospectus.

		Cinemark, Inc.									Cinemark Holdings, Inc.
		Predecessor									Successor
						January 1,					April 2,																Pro Forma
						2004					2004																				Nine Months
		Year Ended				to					to				Year Ended				Nine Months								Year Ended				Ended
		December 31,				April 1,					December 31,				December 31,				Ended September 30,								December 31,				September 30,
		2003				2004					2004				2005				2005				2006				2005				2006
						(Dollars in thousand, except per share data)
Statement of Operations Data(1):
Revenues:
Admissions		$	597,548			$	149,134				$	497,865			$	641,240			$	470,535			$	514,183			$	982,699			$	779,085
Concession			300,568				72,480					249,141				320,072				234,564				260,223				457,190				369,864
Other			52,756				12,011					43,611				59,285				41,909				54,683				74,559				64,844
Total Revenue		$	950,872	&nb