Nov. 5, 2009 (Business Wire) -- National CineMedia, Inc. (NASDAQ: NCMI) (the Company), the managing member and owner of 41.5% of National CineMedia, LLC (NCM LLC), the operator of the largest digital in-theatre network in North America, today announced that it filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission (the SEC) as required by the Company’s registration rights agreement with the founding members of NCM LLC entered into at the date of its initial public offering (IPO) in February 2007. The Company will not receive any proceeds from any sale or other disposition of these shares of Common Stock by the founding members of NCM LLC as the shares will be issued in exchange for an equal number of common membership units of NCM LLC.
As of the date of this release, the founding members of NCM LLC own an aggregate of 59,435,758 common membership units of NCM LLC. All of these common membership units were issued as “restricted securities” under the Securities Act of 1933, as amended and are subject to certain restrictions on transfer under NCM LLC’s operating agreement. The common membership units can be exchanged for shares of the Company’s Common Stock on a one-for-one basis, except if the Company exercises its option to redeem the common units for cash.
While the Company has registered for resale by the founding members of NCM LLC, NCM, Inc. common stock equal to all of the current outstanding NCM LLC common membership units as required by the registration rights agreement executed at the date of the IPO, the Company has not been advised as of the date of this release that the founding members have any specific plans with respect to their shares. Should any founding member inform us prior to any sale or other disposition of their shares of a change in their plans with respect to those shares, the Company would file a prospectus supplement setting forth such sale plans. The shelf registration has been filed to allow the founding members to facilitate potential future sales in the market. The filing of the registration statement does not necessarily mean sales will occur at this time and, as stated above, the Company has received no indication that such sales will occur at this time.
The Company has a continuing obligation to maintain the registration of the Common Stock issuable to the founding members upon exchange of the common membership units of NCM LLC until such stock has been disposed of or is otherwise eligible for resale under the securities laws without restriction.
Copies of the prospectus may be obtained from the SEC’s website at www.sec.gov or directly from the Company at www.ncm.com, by written request to 9110 E. Nichols Ave., Suite 200, Centennial, Colorado 80112-3405, Attention: Secretary, or at telephone number 303-792-3600.
