National CineMedia Announces Acquisition of Captivate for $275M

What Happened
National CineMedia, Inc. (through its subsidiary NCM Holdings, LLC) announced on August 10, 2026 that it entered into a Securities Purchase Agreement to acquire Captivate Holdings, LLC and related entities for an enterprise value of $275.0 million, payable in cash and subject to customary purchase price adjustments. The acquisition targets Captivate, a leading operator of digital video elevator and lobby advertising in North America. The transaction is expected to close in the second half of 2026 and is subject to customary closing conditions, including the Hart‑Scott‑Rodino waiting period. The Company has guaranteed the buyer’s obligations and has obtained representation and warranty insurance for certain seller breaches.

Key Details

• Purchase price: $275.0 million enterprise value, cash consideration, subject to net working capital and other adjustments.
• Financing commitment: Initial lenders (Crestline Management and Encina affiliates) committed an aggregate $275.0M senior secured first‑lien term loan and a $25.0M senior secured revolving facility (up to $5.0M in letters of credit; $3.0M swingline availability).
• Interest & terms: Margin of 7.00% over SOFR (6.00% for base rate); Term Loan allows a PIK election up to 2.00% (raising margins to 7.50%/6.50% if used). Facilities mature in 5 years and amortize (2.5% of original principal annually in years 1–3; 5% in years 4–5).
• Leverage covenant: Total Net Leverage Ratio cap 5.00:1.00 with step‑downs to 4.75:1.00 (by 6/30/2028) and 4.50:1.00 (by 12/31/2029). Facilities will refinance the Company’s existing credit agreement and fund closing costs and general purposes.

Why It Matters
This acquisition expands National CineMedia’s digital out‑of‑home footprint by adding Captivate’s elevator and lobby video network, which could increase the Company’s advertising reach and revenue sources. However, the deal is being financed primarily with new secured debt, which will temporarily raise leverage and interest expense under the new term loan and revolver and subjects the company to tighter covenant tests until step‑downs occur. Investors should note the Company’s guarantee of the buyer’s obligations and that closing remains subject to regulatory clearance and other customary conditions.