{"url_path":"/sec/ncmi/8-k/2026-08-11/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1377630/0001193125-26-344631-index.html","accession_number":"0001193125-26-344631","cik":"0001377630","ticker":"NCMI","issuer_name":"National CineMedia, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1377630/0001193125-26-344631-index.html","primary_entity_key":"0001377630","primary_entity_name":"National CineMedia, Inc."},"word_count":548,"has_tables":true,"body_markdown":"Item 8.01 Other Events.\n\nIn connection with the Acquisition, pursuant to an irrevocable commitment letter, dated August 10, 2026 (the “Debt Commitment Letter”), provided to National CineMedia, LLC, a wholly-owned subsidiary of the Company, by Crestline Management, L.P., Encina Commercial Finance SPV 2, LLC and Encina Commercial Finance SPV 3b, LLC (the “Initial Lenders”), the Initial Lenders committed to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at the closing of the Acquisition, a $275.0 million senior secured first lien term loan facility (the “Term Loan Facility”) and a $25.0 million senior secured revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Facilities”), up to $5.0 million of which will be available in the form of letters of credit and similar instruments and up to $3.0 million of which will be available in the form of swingline loans.\n\nThe Facilities will be subject to a financial covenant permitting a maximum Total Net Leverage Ratio of 5.00:1.00, with (i) a step-down to 4.75:1.00 as of the end of the fiscal quarter ending June 30, 2028, and (ii) a step-down to 4.50:1.00 as of the end of the fiscal quarter ending December 31, 2029. The Facilities will mature on the fifth anniversary of the date of the related loan agreement. The Facilities will be subject to customary affirmative and negative covenants for financings of this type, including limitations on incurring additional debt, granting or permitting additional liens, making investments and acquisitions, merging or consolidating with others, disposing of assets, paying dividends and distributions, paying subordinated indebtedness and entering into affiliate transactions.\n\nOutstanding loans under the Facilities will bear interest at a margin over a reference rate selected at the option of the borrower. The margin for the Facilities will be 7.00% per annum for SOFR borrowings and 6.00% per annum for base rate\n\n2\n\n \n\nborrowings. The provisions of the Term Loan Facility provide that, from and after the closing date of the loan agreement until the second anniversary date of the closing date, the borrowers may elect to pay a portion of the margin (for any interest period ending prior to the second anniversary of the closing date) not exceeding 2.00% as paid-in-kind interest (the “PIK Election”), and to the extent the borrowers shall have made such PIK Election, the margin with respect to the Term Loan Facility will be 7.50% per annum for SOFR borrowings and 6.50% per annum for base rate borrowings. A commitment fee of 0.50% is payable quarterly in arrears based on the average daily amount of the undrawn portion of the Revolving Facility. The Term Loan Facility will amortize in equal quarterly installments in aggregate annual amounts equal to 2.5% of the original principal amount in each of the first three years of the Term Loan Facility, and 5% of the original principal amount in each of the last two years of the Term Loan Facility.\n\nThe Facilities will be used to finance the Acquisition as well as (i) to refinance the Company’s existing credit agreement with U.S. Bank National Association (the “Refinancing”), (ii) to pay fees and expenses in connection with the Acquisition, the Refinancing and the incurrence of the Facilities, and (iii) for other general corporate purposes of the Company."}