The company plans to use proceeds primarily to refinance existing debt and fund the acquisition of 32 theaters from Rave Real Property Holdco, LLC (Rave) for $240 million. Moody's estimates a net increase in total debt of approximately $275 million (including on balance sheet capital lease obligations acquired) and an increase in interest expense of about $15 to $20 million, which Cinemark's credit profile and rating can comfortably accommodate, with support from EBITDA contributed by the acquisition. The proposed credit facility consists of a $700 million senior secured term loan and a $100 million senior secured revolver, expected to be undrawn at close.

A summary of today's action follows.

Cinemark USA, Inc.

....$100M Senior Secured Revolver, Assigned Ba1, LGD2, 16%

....$700M Senior Secured Term Loan, Assigned Ba1, LGD2, 16%

....$400M Senior Unsecured Bonds, Assigned B2, LGD4, 67%

....8.625% Senior Unsecured Bonds ($470 million), Affirmed B2, LGD adjusted to LGD4, 67% from LGD5, 75%

....7.375% Senior Subordinated Bonds ($200 million), Affirmed B3, LGD adjusted to LGD6, 94% from LGD6, 93%

Outlook, Stable

RATINGS RATIONALE

The proposed transaction increases leverage to about 5.2 times debt-to-EBITDA (per Moody's standard adjustments, including the capitalization of operating leases) from 4.8 times as of September 30, well below the 6 times leverage trigger Moody's stated for a potential downgrade of the corporate family rating. Also, given that the theaters to be acquired are all digital, capital expenditures should not increase meaningfully from the acquisition. Furthermore, with its greater scale, Cinemark can likely achieve modest cost and revenue synergies, such as purchasing concessions and selling on-screen advertising.

Cinemark's B1 corporate family rating incorporates its high leverage (approximately 5.2 times debt-to-EBITDA pro forma for the acquisition), which poses challenge for operating in an inherently volatile industry reliant on movie studios for product to drive the attendance that leads to cash flow from admissions and concessions. Very good liquidity, including a sizeable cash balance ($540 million as of September 30, with the transaction likely to use up about $60 million of cash), enables the company to better manage attendance related volatility and indicates the ability to improve the credit profile, though the company has to date demonstrated limited desire to do so. Cinemark also benefits from scale and geographic diversity, as well as good growth prospects for its international business.

Moody's considers North American theatrical exhibition a mature industry with low-to-negative growth potential, high fixed costs and increasing competition from alternative media and anticipates attendance growth will lag behind population growth for the foreseeable future, with year to year volatility driven by the popularity of the product. However, the industry remains viable and stable throughout economic cycles. Cinemark differentiates itself from rated peers with its industry leading margins and the better growth prospects in its international operations

The stable outlook incorporates expectations that Cinemark will continue to generate positive free cash flow and sustain leverage below 6 times debt-to-EBITDA.

The maturity of the industry and lack of commitment to a stronger credit profile constrain the rating. An upgrade could result from evidence of commitment to improving the credit profile such that we anticipate sustained free cash to debt in excess of 5% and sustained leverage in the mid 4 times debt-to-EBITDA range.

Sustained negative free cash flow or leverage above 6 times debt-to-EBITDA, whether due to worsening fundamentals, debt funded acquisitions, or shareholder returns could pressure the rating downward. Deterioration of the liquidity profile could also have negative ratings implications.

Cinemark's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Cinemark's core industry and believes Cinemark's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Headquartered in Plano, Texas, Cinemark Holdings, Inc., which owns Cinemark USA, Inc. (Cinemark), operates 461 theatres with 5,207 screens in 39 U.S. states, Brazil, Mexico, Argentina and 10 other Latin American countries. Its annual revenue is approximately $2.4 billion.

Rave Real Property Holdco, LLC is an affiliate of Rave Cinemas, a leading domestic motion picture exhibitor, operating 46 theaters with 687 screens in 18 states, including 11 IMAX theaters and 10 Rave Xtreme large format auditoriums.

REGULATORY DISCLOSURES

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Karen BerckmannAsst Vice President - Analyst Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653John Diaz MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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