The Marcus Corporation Files Universal Shelf Registration Statement

Rhea-AI Summary

The Marcus (NYSE: MCS) has filed a new universal shelf registration statement with the SEC, replacing its expiring prior statement. This allows the company to potentially offer up to $150 million in various securities, including debt securities, common stock, preferred stock, and warrants. The filing provides flexibility for future public offerings, with specifics to be detailed in prospectus supplements as needed.

CEO Gregory S. Marcus described the filing as a proactive step to efficiently facilitate potential future capital raising for business expansion, acquisitions, growth opportunities, or debt repayment. The Marcus is a leader in lodging and entertainment industries, operating 981 screens at 79 locations in 17 states under various brands, and owning or managing 16 hotels and resorts in 8 states.

Positive

• Filing of new universal shelf registration statement provides financial flexibility
• Potential to raise up to $150 million in various securities
• Proactive approach to facilitate future capital raising for growth and strategic initiatives

Negative

• Potential future offerings may lead to shareholder dilution if equity securities are issued

MILWAUKEE--(BUSINESS WIRE)-- The Marcus Corporation (NYSE: MCS) today announced that it has filed a new universal shelf registration statement with the Securities and Exchange Commission to allow The Marcus Corporation to potentially offer an indeterminate principal amount and number of securities in the future with a proposed maximum aggregate offering price of up to $150,000,000. The new shelf registration statement replaces The Marcus Corporation’s prior universal shelf registration statement, which was set to expire later this month.

Under the shelf registration statement, The Marcus Corporation will have the flexibility to publicly offer and sell from time to time debt securities, common stock, preferred stock, warrants and other securities or any combination of such securities. The Marcus Corporation may periodically offer one or more of these securities in amounts, at prices and on terms announced if and when the securities are ever offered. The specifics of any potential future offerings, along with the use of proceeds of any such securities offered by The Marcus Corporation, will be described in detail in a prospectus supplement at the time of any such offering.

Gregory S. Marcus, president, chief executive officer and chairman of the board of The Marcus Corporation, said, “Like many public companies who file these types of registration statements, we consider this filing to be a proactive step to quickly and efficiently facilitate our future ability to raise public equity or debt capital to potentially expand existing businesses, fund potential acquisitions, invest in other growth opportunities, or repay existing debt.”

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About the Marcus Corporation

Headquartered in Milwaukee, The Marcus Corporation is a leader in the lodging and entertainment industries, with significant company-owned real estate assets. The Marcus Corporation’s theatre division, Marcus Theatres^®, is the fourth largest theatre circuit in the U.S. and currently owns or operates 981 screens at 79 locations in 17 states under the Marcus Theatres, Movie Tavern® by Marcus and BistroPlex® brands. The company’s lodging division, Marcus^® Hotels & Resorts, owns and/or manages 16 hotels, resorts and other properties in eight states. For more information, please visit the company’s website at www.marcuscorp.com.

Certain matters discussed in this press release are “forward looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may generally be identified as such because the context of such statements include words such as we “believe,” “anticipate,” “expect” or words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which may cause results to differ materially from those expected, including, but not limited to, the following: (1) the adverse effects future pandemics or epidemics may have on our theatre and hotels and resorts businesses, results of operations, liquidity, cash flows, financial condition, access to credit markets and ability to service our existing and future indebtedness; (2) the availability, in terms of both quantity and audience appeal, of motion pictures for our theatre division (including disruptions in the production of films due to events such as a strike by actors, writers or directors or future pandemics); (3) the effects of theatre industry dynamics such as the maintenance of a suitable window between the date such motion pictures are released in theatres and the date they are released to other distribution channels; (4) the effects of adverse economic conditions in our markets; (5) the effects of adverse economic conditions on our ability to obtain financing on reasonable and acceptable terms, if at all; (6) the effects on our occupancy and room rates caused by the relative industry supply of available rooms at comparable lodging facilities in our markets; (7) the effects of competitive conditions in our markets; (8) our ability to achieve expected benefits and performance from our strategic initiatives and acquisitions; (9) the effects of increasing depreciation expenses, reduced operating profits during major property renovations, impairment losses, and preopening and start-up costs due to the capital intensive nature of our business; (10) the effects of changes in the availability of and cost of labor and other supplies essential to the operation of our business; (11) the effects of weather conditions, particularly during the winter in the Midwest and in our other markets; (12) our ability to identify properties to acquire, develop and/or manage and the continuing availability of funds for such development; (13) the adverse impact on business and consumer spending on travel, leisure and entertainment resulting from terrorist attacks in the United States, other incidents of violence in public venues such as hotels and movie theatres; and (14) a disruption in our business and reputational and economic risks associated with civil securities claims brought by shareholders. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Our forward-looking statements are based upon our assumptions, which are based upon currently available information. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this press release and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241004343232/en/

The Marcus Corporation

Chad M. Paris

(414) 905-1100

Source: The Marcus Corporation

FAQ

What is the maximum aggregate offering price for The Marcus 's (MCS) new shelf registration?

The Marcus 's (MCS) new universal shelf registration statement allows for a proposed maximum aggregate offering price of up to $150,000,000.

How many screens and locations does Marcus Theatres currently operate?

Marcus Theatres, a division of The Marcus (MCS), currently owns or operates 981 screens at 79 locations in 17 states.

What are the potential uses for the capital that The Marcus (MCS) may raise?

The Marcus (MCS) may use the capital raised for expanding existing businesses, funding potential acquisitions, investing in growth opportunities, or repaying existing debt.

How many hotels and resorts does Marcus Hotels & Resorts own or manage?

Marcus Hotels & Resorts, a division of The Marcus (MCS), owns and/or manages 16 hotels, resorts and other properties in eight states.