National CineMedia Completes Acquisition of Captivate and Amends Credit Facilities

On September 18, 2026, National CineMedia, Inc. (NCM) completed the acquisition of Captivate Holdings, LLC and Captivate Network Holdings, Inc. for an enterprise value of $275.0 million. The transaction was funded through a combination of cash on hand, borrowings under a new credit facility, and a $5.0 million escrow deposit held for post-closing purchase price adjustments.

Concurrent with the acquisition, NCM entered into a credit agreement dated September 18, 2026, with Crestline Direct Finance, L.P. acting as administrative agent. The agreement establishes a senior secured first lien term loan facility with an original principal amount of $275.0 million and a senior secured revolving credit facility of $25.0 million. As of the closing date, the term loan was fully funded and $10.0 million was drawn under the revolving facility.

The proceeds from the facilities were used to finance the acquisition, refinance the company’s existing credit agreement with U.S. Bank National Association, and pay related fees and expenses. The revolving facility is available for working capital, capital expenditures, and general corporate purposes, including a $5.0 million sublimit for letters of credit.

Both facilities mature on September 18, 2031. Interest rates are set at a margin over a reference rate selected by the borrower, with a rate of 7.00% per annum for SOFR borrowings and 6.00% per annum for base rate borrowings. The term loan facility includes a provision allowing Borrowers to pay up to 2.00% of the margin as paid-in-kind interest during the first two years following the closing date.

The credit agreement includes a financial covenant limiting the Total Net Leverage Ratio to 5.00:1.00, with step-downs to 4.75:1.00 as of the end of the fiscal quarter ending June 30, 2028, and 4.50:1.00 as of the end of the fiscal quarter ending December 31, 2029. The obligations are secured by a pledge of substantially all assets of the Borrowers and Guarantors.

In connection with the new credit agreement, NCM terminated its existing credit facility with U.S. Bank National Association and repaid all outstanding obligations under it in full.