UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 17, 2015

Carmike Cinemas, Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (706) 576-3400

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Overview

On June 17, 2015, Carmike Cinemas, Inc. (the “Company”) completed a series of refinancing transactions. The refinancing transactions consisted of the sale of $230.0 million in aggregate principal amount of 6.00% Senior Secured Notes due 2023 (the “Notes”) and a new $50.0 million revolving credit facility (the “New Revolving Credit Facility”). The Notes were issued pursuant to an indenture dated as of June 17, 2015 (the “Indenture”), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Notes were sold pursuant to the Purchase Agreement, dated June 10, 2015, with J.P. Morgan Securities LLC, Macquarie Capital (USA) Inc. and RBC Capital Markets, LLC, as initial purchasers.

The net proceeds from the offering of the Notes were used to retire the Company’s 7.375% Senior Secured Notes due 2019 (the “2019 Notes”) and to pay fees and expenses associated with the offering of the Notes and the New Revolving Credit Facility. In connection with the refinancing, the Company also terminated its existing $25.0 million revolving credit facility.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. The Notes were sold to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S of the Securities Act.

Indenture and Notes

The following is a brief description of the material provisions of the Indenture and the Notes. The description of the Indenture and the Notes contained herein is qualified in its entirety by reference to the Indenture and the form of Note, filed as Exhibits 4.1 and 4.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

Interest. Interest on the Notes is payable on June 15 and December 15 of each year, commencing on December 15, 2015. The Notes will mature on June 15, 2023.

Guarantees. The Notes are fully and unconditionally guaranteed by each of the Company’s existing subsidiaries and will be guaranteed by any future domestic wholly-owned restricted subsidiaries of the Company, as well as any other future subsidiaries of the Company that guarantee the New Revolving Credit Facility (the “Guarantors”).

Ranking. The Notes and the guarantees will be the Company’s and the Guarantors’ senior secured obligations, secured to the extent described below. The Notes and the guarantees will rank: 

Collateral. The Notes are secured, subject to certain permitted liens, on a second priority basis by substantially all of the Company’s and the Guarantors’ current and future property and assets (including capital stock of the Company’s current subsidiaries), other than certain excluded assets.

Optional Redemption. At any time prior to June 15, 2018, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price equal to 106.00% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding the redemption date; provided, however, that at least 60% of the aggregate principal amount of the Notes are outstanding immediately following the redemption.

In addition, at any time prior to June 15, 2018, the Company, may redeem all or a portion of the Notes by paying an applicable premium calculated as described in the Indenture.

At any time on or after June 15, 2018, the Company may redeem all or a portion of the Notes at redemption prices calculated based on a percentage of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to the redemption date, depending on the date on which the Notes are redeemed. These percentages range from between 100.0000% and 104.500%.

Change of Control. Following a Change of Control as defined in the Indenture, the Company will be required to offer to repurchase all or any portion of the Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest to the date of repurchase.

Other Covenants. The Indenture includes covenants that limit the ability of the Company and its restricted subsidiaries to, among other things: incur additional indebtedness or guarantee obligations; issue certain preferred stock or redeemable stock; subject to certain exceptions, pay dividends on, repurchase or make distributions in respect of the Company’s capital stock or make other restricted payments; make certain investments; sell, transfer or otherwise convey certain assets; create or incur liens or other encumbrances; prepay, redeem or repurchase subordinated debt prior to stated maturities; designate the Company’s subsidiaries as unrestricted subsidiaries; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets; enter into a new or different line of business; and enter into certain transactions with the Company’s affiliates. The restrictive covenants are subject to a number of important exceptions and qualifications set forth in the Indenture.

Events of Default. The Indenture also provides for customary events of default which, if any of them occurs and is continuing, would allow, subject to certain exceptions, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes to declare all of the Notes to be due and payable immediately, together with any accrued and unpaid interest, if any, to the acceleration date.

Security Agreement

Pursuant to a second lien and collateral agreement by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as collateral trustee (the “Collateral Trustee”) and as Trustee (the “Notes Security Agreement”), and various second lien mortgages being given by the Company and certain Guarantors in respect of certain fee-owned and ground leased properties, the Notes will be secured by second-priority liens on the Collateral. This description of the Notes Security Agreement is qualified in its entirety by reference to the Notes Security Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

Collateral Trust Agreement

In connection with the issuance of the Notes, Wells Fargo Bank, National Association, as Trustee and as Collateral Trustee, and JPMorgan Chase Bank, National Association, as administrative agent under the New Revolving Credit Facility, entered into a collateral trust agreement dated as of June 17, 2015 (the “Collateral Trust Agreement”), as acknowledged by the Company and the Guarantors, which sets forth agreements with respect to the status of the first-priority and second-priority liens contemplated in the Indenture, the Notes Security Agreement, and the collateral documents securing the New Revolving Credit Facility.

This description of the Collateral Trust Agreement is qualified in its entirety by the Collateral Trust Agreement filed as Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated herein by reference.

New Revolving Credit Facility

On June 17, 2015, the Company entered into a revolving credit facility by and among the Company, as borrower, the banks and other financial institutions or entities from time to time parties to the credit agreement governing the New Revolving Credit Facility (the “Credit Agreement”), as lenders, and JPMorgan Chase Bank as the administrative agent and syndication agent. JPMorgan Chase Bank, National Association is the issuing lender under the Credit Agreement as initially in effect.

The Credit Agreement provides to the Company a $50.0 million senior secured revolving credit facility having a five year term. The Company’s obligations under the New Revolving Credit Facility are guaranteed by each of the Company’s existing and future direct and indirect wholly-owned domestic subsidiaries (other than certain excluded subsidiaries), and the obligations of the Company and such guarantors in respect of the New Revolving Credit Facility are secured by first priority liens on substantially all of the Company’s and such subsidiaries’ current and future property and assets, other than certain excluded assets, pursuant to a first lien guarantee and collateral agreement by and among the Company, such guarantors and Wells Fargo Bank, National Association, as Collateral Trustee (the “First Lien Security Agreement”) which is attached hereto as exhibit 10.4. In addition, the Credit Agreement contains provisions to accommodate the incurrence of up to $150.0 million in future incremental borrowings at the option of the Company and the lenders providing such incremental borrowings. While the Credit Agreement does not contain any commitment by the lenders to provide this incremental indebtedness, the Credit Agreement describes how such debt (if provided by the Company’s existing or new lenders) would be subject to various financial and other covenant compliance requirements and conditions at the time the additional debt is incurred.

The interest rate for borrowings under the New Revolving Credit Facility is LIBOR plus a margin of 2.75%, or Base Rate (as defined in the Credit Agreement plus a margin of 1.75% as the Company may elect. In addition, the Company will be required to pay commitment fees on the unused portion of the New Revolving Credit Facility at the rate of 0.50% per annum. The termination date of the New Revolving Credit facility is June 17, 2020.

The New Revolving Credit Facility contains covenants which, among other things, limit the Company’s ability, and that of its subsidiaries, to:

in a manner similar to the corresponding limitations applicable under the terms governing the Notes, except that the New Revolving Credit Facility contains further limitations on the Company’s ability to incur additional indebtedness and liens. In addition, if the Company draws on the New Revolving Credit Facility, the Company will be required to maintain a first lien leverage ratio (the “Leverage Ratio”) not more than 2.00 to 1.00, tested as of the last day of each fiscal quarter. The Credit Agreement also contains certain representations and warranties, other affirmative and negative covenants, and events of default customary for secured revolving credit facilities of this type.

The Company’s failure to comply with any of these covenants, including compliance with the Leverage Ratio at any time applicable, will be an event of default under the New Revolving Credit Facility, in which case the administrative agent may, with the consent or at the request of lenders holding a majority of the commitments and outstanding loans, terminate the New Revolving Credit Facility and declare all or any portion of the obligations under the New Revolving Credit Facility due and payable. Other events of default under the New Revolving Credit Facility include:

In the event of a bankruptcy or insolvency event of default, the New Revolving Credit Facility will automatically terminate, and all obligations thereunder will immediately become due and payable.

This description of the New Revolving Credit Facility is qualified in its entirety by reference to the Credit Agreement, filed as Exhibit 10.1 and the First Lien Security agreement, filed as Exhibit 10.4 to this Current Report on Form 8-K, which are incorporated herein by reference.

In connection with the issuance of the Notes and the entry into the New Revolving Credit Facility, the Company redeemed all of its $210.0 million of outstanding 2019 Notes and terminated its existing $25.0 million revolving credit facility. Macquarie Capital (USA) Inc., and/or its affiliates was the administrative agent and a lender under the existing senior secured credit facility. In addition to the payment of $210.0 million in principal amount of the 2019 Notes, the Company paid an additional $11.6 million for an early redemption premium and $2.7 million of accrued and unpaid interest through the date of redemption.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

On June 17, 2015, Carmike Cinemas, Inc. issued a press release announcing the completion of the transactions described above. A copy of this release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX