National CineMedia, Inc. (NASDAQ:NCMI) Files An 8-K Other Events

Item 8.01 Other Events.

On March 9, 2017, National CineMedia, Inc. (the Company) and
National CineMedia, LLC (NCM LLC) entered into a binding
Memorandum of Understanding (MOU) with American Multi-Cinema,
Inc. (AMC) to effectuate aspects of a final judgment entered by
the Department of Justice in connection with AMCs acquisition of
Carmike Cinemas, Inc. (the Final Judgment).

to the MOU, AMC will submit attendance from the acquired Carmike
Cinemas, Inc. theatres (Carmike theatres) for an adjustment in
its NCM LLC common membership units and will receive
approximately 18.4 million NCM LLC common membership units in
respect of the annual attendance at such Carmike theatres in
accordance with the Common Unit Adjustment Agreement.The NCM LLC
common membership units issued to AMC in respect of such Carmike
theatres will not be entitled to receive any distributions in
respect of periods ending in the 2016 calendar year.Because the
Carmike theatres were subject to a pre-existing exhibitor
services agreement with a third party and, for the duration of
that pre-existing exhibitor services agreement, will not receive
advertising services from NCM LLC, AMC will be obligated to make
quarterly payments to NCM LLC (integration payments) reflecting
the estimated value of the advertising services at the Carmike
theatres as if NCM LLC had provided such services.The integration
payments will continue until the earlier of (i) the date such
theatres are transferred to the NCM LLC network or (ii) the
expiration of AMCs Exhibitor Services Agreement with NCM LLC.

The Final Judgment requires AMC to transfer advertising rights to
17 theatres from NCM LLC to another advertising provider (such
theatres, the Screen Transfer Theatres). to the MOU, AMC will
convey to NCM LLC approximately 4.7 million NCM LLC common
membership units in respect of such theatres and NCM LLCs tax
basis for its ESA asset shall be reduced by the value of such
returned NCM LLC common membership units.The 4.7 million
surrendered NCM LLC common membership units are comprised of (i)
2.9 million NCM LLC common membership units to the adjustment for
divested theatres in the Common Unit Adjustment Agreement and
(ii) an additional 1.8 million NCM LLC common membership units
valued at $25 million.AMC has agreed that any agreement it enters
into with the advertising provider to whom it transfers the
advertising rights for the Screen Transfer Theatres will have a
term of no longer than 10 years and, that, upon the expiration of
such agreement, such Screen Transfer Theatres will be transferred
back to NCM LLC and will be governed by the Exhibitor Services
Agreement between NCM LLC and AMC.

The Final Judgment also required AMC to divest certain
theatres.AMC will convey NCM LLC common membership units to NCM
LLC in respect of such divested theatres on the next Adjustment
Date, to the Common Unit Adjustment Agreement and the ESA between
NCM LLC and AMC.

to the MOU, AMC also has agreed, among other things, to promote
NCM LLC in and with respect to the theatres subject to its
Exhibitor Services Agreement with NCM LLC, including by promoting
such theatres on AMCs website and via lobby promotions, and,
subject to limited exceptions to retain at least 4.5% of NCM
Inc.s outstanding common stock and NCM LLC common membership
units, taken together, on a fully converted basis during the term
of the Final Judgment, subject to certain exceptions which allow
for certain sell downs after the 30-month anniversary of the MOU.

To facilitate the transfer of the advertising rights of the
Screen Transfer Theatres, each of AMC and Regal Cinemas, Inc.
(Regal) entered into an amendment of its Exhibitor Services
Agreement with NCM LLC, and Cinemark USA, Inc. (Cinemark) entered
into a waiver of its rights under Section 12.06 of the ESA.Copies
of the Exhibitor Services Agreement Amendments between NCM LLC
and AMC and Regal are filed as Exhibits 10.1 and 10.2
respectively, and a copy of the Cinemark waiver is filed as
Exhibit 10.3, to this Current Report on Form 8-K and each is
incorporated by reference herein.

On March 10, 2017, the Company issued a press release announcing
that NCM and AMC reached an agreement on the MOU that enables AMC
to comply with the Final Judgment while reaffirming their
commitment to the continued partnership between NCM and AMC. The
press release is attached as Exhibit 99.1 and is incorporated by
reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

About National CineMedia, Inc. (NASDAQ:NCMI)

National CineMedia, Inc. (NCM, Inc.) is a holding company that manages its consolidated subsidiary National CineMedia, LLC (NCM LLC). NCM LLC operates the digital in-theatre media network in North America, through which it sells in-theatre and online advertising and promotions. The Company is engaged in advertising business. It operates through advertising segment. The Company’s advertising and entertainment pre-show, FirstLook, lobby entertainment network (LEN) and programming are distributed across its digital content network (DCN) utilizing its digital content software (DCS). NCM, Inc. has no business operations or material assets. Its on-screen digital FirstLook pre-feature show consists of national and local advertising, as well as behind the scenes making-of and other entertainment content provided by its content partners and other clients. The Company’s Lobby Entertainment Network (LEN) has approximately 3,104 screens in over 1,519 theatres connected to its DCN.

National CineMedia, Inc. (NASDAQ:NCMI) Recent Trading Information

National CineMedia, Inc. (NASDAQ:NCMI) closed its last trading session down -0.10 at 12.59 with 408,560 shares trading hands.