National CineMedia Acquires Captivate; $300M Financing Secured

What Happened
National CineMedia, Inc. (through its subsidiary NCM Holdings, LLC) completed the acquisition of Captivate Holdings, LLC and related entities on September 18, 2026. The purchase consideration was $275.0 million in cash (subject to customary adjustments), with $5.0 million placed in escrow for post‑closing purchase price adjustments. Concurrent with closing, the buyer entered into a Credit Agreement providing a $275.0 million senior secured first‑lien term loan and a $25.0 million senior secured revolving facility (totaling $300.0 million). The term loan was fully funded at closing and $10.0 million was drawn on the revolver.

Key Details

• Purchase price: $275.0 million cash paid at closing; $5.0 million held in escrow for adjustments.
• Financing: $275.0M term loan + $25.0M revolver ($10.0M drawn at close); facilities mature Sept 18, 2031.
• Interest and payment terms: margin of 7.00% over SOFR (6.00% over base rate); borrowers may elect up to 2.00% paid‑in‑kind interest for certain periods (raising margins to 7.50%/6.50% if elected). Revolver carries a 0.50% commitment fee on undrawn amounts.
• Covenants and amortization: maximum Total Net Leverage Ratio of 5.00x (stepping down to 4.75x by 6/30/2028 and 4.50x by 12/31/2029); scheduled amortization and customary prepayment provisions and penalties in early years.

Why It Matters
This transaction materially expands NCMI’s business by adding Captivate and is funded primarily with new secured debt, increasing the company’s leverage and interest expense obligations. The new loan has significant covenants, scheduled amortization and optional paid‑in‑kind interest early on, which can affect cash flow available for dividends, share repurchases or other uses. Investors should monitor upcoming financial reports for integration progress, any working‑capital or purchase‑price adjustments, and the company’s compliance with leverage and other covenant tests. A press release announcing the close was issued Sept 21, 2026.