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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 29, 2022

Reading International, Inc.

(Exact Name of Registrant as Specified in its Charter)


Nevada	1-8625	95-3885184
(State or Other Jurisdiction ‎of Incorporation)	(Commission ‎File Number)	(IRS Employer ‎Identification No.)

189 Second Avenue, Suite 2S, New York, New York		10003
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (213) 235-2240

N/A

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	RDI	The NASDAQ Stock Market LLC
Class B Common Stock, $0.01 par value	RDIB	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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ACTIVE 684003549v1

Item 1.01 Entry into a Material Definitive Agreement.

On November 29, 2022, Consolidated Amusement Holdings, LLC (“CAH”), a subsidiary of Reading International, Inc. (the “Company”), and other affiliates of CAH (the “Guarantors”), entered into a Fourth Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) that amended certain terms of the Second Amended and Restated Credit Agreement, dated as of March 6, 2020, among CAH, the Guarantors, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (as amended and supplemented, the “BofA Credit Facility”). Pursuant to the Amendment, the maturity date of the BofA Credit Facility was extended to March 1, 2024. The Amendment also included an additional schedule of repayments, and the Company paid a $5,000,000 principal reduction of the BofA Credit Facility on the date of the Amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 15, 2022, our Company held its 2022 Annual Meeting of Stockholders (“2022 Annual Meeting”). The results of stockholder voting on the three proposals presented were as follows:

Proposal 1: Stockholders elected the following five directors nominated by our Company’s board of directors (the “Board”), each to serve until our Company’s 2023 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The results of the vote on Proposal 1 were as follows:


NOMINEE	FOR	WITHHOLD	BROKER NON VOTES
Margaret Cotter	1,217,679	19,169	115,563
Guy W. Adams	1,228,137	8,711	115,563
Dr. Judy Codding	1,231,764	5,084	115,563
Ellen M. Cotter	1,217,795	19,053	115,563
Douglas J. McEachern	1,227,815	9,033	115,563

Proposal 2: Stockholders ratified the appointment of Grant Thornton LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the vote on Proposal 2 were as follows:

FOR	AGAINST	ABSTENTIONS	BROKER NON VOTES
1,347,416	2,983	2,012	0

Proposal 3: Stockholders approved, on a non-binding, advisory basis, the executive compensation of our Company’s named executive officers. The results of the vote on Proposal 3 were as follows:

FOR	AGAINST	ABSTENTIONS	BROKER NON VOTES
1,231,379	5,354	115	115,563

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ACTIVE 684003549v1

Item 7.01 Regulation FD Disclosure.

On December 15, 2022, the Company showed a slide presentation at its 2022 Annual Meeting, a copy of which is furnished with this Form 8-K as Exhibit 99.1. The slide presentation was made available at the conclusion of the 2022 Annual Meeting on the Investor Relations page of the Company’s corporate website, www.readingrdi.com.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.
Exhibit No.		Description
10.1†		Fourth Amendment to Second Amended and Restated Credit Agreement, dated November 29, 2022, among Consolidated Amusement Holdings, LLC, certain affiliates of the Company, the financial institutions party thereto and Bank of America, N.A., as administrative agent.
99.1		Slide presentation at the 2022 Annual Meeting of Stockholders.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Certain portions of this exhibit have been omitted pursuant to Items 601(a)(5) and 601(b)(10)(iv) of Regulation S-K. Information in this exhibit that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”. The Company hereby agrees to furnish a copy of any omitted schedules or exhibits to the SEC upon request.

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ACTIVE 684003549v1

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.

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.3
	READING INTERNATIONAL, INC.

Date: December 16, 2022	By:	/s/ Gilbert Avanes
	Name:	Gilbert Avanes
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

ACTIVE 684003549v1

Exhibit 101

Exhibit 10.1

*** CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”), dated as of November 29, 2022, is entered into by and among Consolidated Amusement Holdings, LLC, a Nevada limited liability company (the “Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Guarantors”), the financial institutions identified on the signature pages hereto (collectively, the “Lenders”), and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, with reference to the following facts:

RECITALS

A.The Borrower, the Guarantors, the Lenders, and Bank of America as Administrative Agent, Swingline Lender and L/C Issuer are parties to a Second Amended and Restated Credit Agreement, dated as of March 6, 2020, as amended by a Waiver and First Amendment to Second Amended and Restated Credit Agreement dated as of May 15, 2020 (the “First Amendment”), and by a Waiver and Second Amendment to Second Amended and Restated Credit Agreement dated as of August 7, 2020 (the “Second Amendment”), and by a Waiver and Third Amendment to Second Amended and Restated Credit Agreement dated as of November 7, 2021 (the “Third Amendment” and collectively with the First Amendment, Second Amendment, and Second Amended and Restated Credit Agreement, the “Credit Agreement”), pursuant to which the Lenders provide a revolving credit facility to the Borrower in an aggregate amount of up to $55,000,000.00.

B.As of November 8, 2022, Borrower is indebted under the Loan Documents in the outstanding principal amount of $32,750,000.00, plus accrued and unpaid interest, and other costs and expenses (collectively, the “Indebtedness”).

NOW, THEREFORE, the parties hereby agree as follows:

1. Recitals. All of the foregoing recitals and statements are hereby affirmed by the Loan Parties as true statements of fact and may be used as binding admissions in a court of law or equity, or other judicial or non-judicial proceedings.

2. Defined Terms. To the fullest extent necessary, each of the Administrative Agent and Lenders hereby acknowledges and agrees that all prior defaults of which it has knowledge have been timely cured or waived. Such waiver by the Administrative Agent and Lenders shall constitute a waiver of only any prior defaults to which it has knowledge and shall not constitute a waiver of the Borrower’s obligation to comply with all applicable covenants in the Credit Agreement, including any and all financial covenants, on a going-forward basis.

3. Amendments to Credit Agreement.

3.1. Extension of Maturity Date. The definition of “Maturity Date” set forth in Section 1.01 of the Credit Agreement is amended and restated to read as follows:

“Maturity Date” means the date that is March 1, 2024; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

3.2. Mandatory Prepayments. Section 4.3 of the Third Amendment is amended and restated to read as follows:

“On the first Business Day of each month set forth below, Borrower shall make the following principal payments on the Loan:

Month	Principal Payment Amount
December 2022	$1,000,000.00
January 2023	N/A
February 2023	N/A
March 2023	$5,000,000.00
April 2023	$1,812,500.00
May 2023	$1,812,500.00
June 2023	$1,812,500.00
July 2023	$1,812,500.00
August 2023	$1,812,500.00
September 2023	$1,812,500.00
October 2023	$1,812,500.00
November 2023	$1,812,500.00
December 2023	$1,812,500.00
January 2024	$1,812,500.00
February 2024	$1,812,500.00
Maturity Date	The remaining outstanding balance of the Loans

3.3. Schedules 5.21(b)-(g) are hereby amended and restated, with Schedules 5.21(b)-(g) attached to this Fourth Amendment.

4. General Release. From and after the effective date of this Fourth Amendment, the Borrower and each Guarantor hereby agrees that, without any further act, the Administrative Agent, each Lender and each other Secured Party is fully and forever released and discharged from any and all claims for damages or losses to the Borrower, any Guarantor, or to any property of the Borrower or any Guarantor (whether any such damages or losses are known or unknown, foreseen or unforeseen, or patent or latent), including, without limitation, any tort claim, demand, action or cause of action of any nature, whatsoever, arising under or relating to the Credit Agreement or the other Loan Documents or any of the transactions related thereto, in each case, prior to the date hereof, and the Borrower and each Guarantor hereby waive application of California Civil Code Section 1542. The Borrower and each Guarantor certify that they have read the following provisions of California Civil Code Section 1542:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Borrower and each Guarantor understands and acknowledges that the significance and consequence of this waiver of California Civil Code Section 1542 is that even if the Borrower or such Guarantor should eventually suffer additional damages arising out of the facts referred to above, it will not be able to make any claim for those damages. Furthermore, the Borrower and each Guarantor acknowledge that they intend these consequences even as to claims for damages that may exist as of the date of this release but which the Borrower or such Guarantor does not know exist, and which, if known, would materially affect the Borrower’s or such Guarantor’s decision to execute this Fourth Amendment, regardless of whether the Borrower’s or such Guarantor’s lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause.

5. Conditions Precedent. This Fourth Amendment shall become effective as of the date first set forth above upon satisfaction of the following conditions:

5.1. This Fourth Amendment. The Administrative Agent shall have received this Fourth Amendment, duly executed by the Borrower, the Guarantors, and each of the Lenders;

5.2. Principal Pay Down. Administrative Agent has received a principal payment of $5,000,000.00 and payment of all accrued, unpaid interest owing under the Loan;

5.3. Fourth Amendment Fee. The Borrower shall have paid to the Administrative Agent, for the ratable benefit of the Lenders, a one-time, non-refundable fee of $69,375.00, which represents 0.25% of the outstanding balance of the Loans remaining after the Principal Pay Down set forth in Section 5.2 above;

5.4. Officer’s Certificates. Administrative Agent shall have received officer’s certificates and resolutions authorizing this Fourth Amendment in form and substance acceptable to Administrative Agent;

5.5. Due Diligence. Administrative Agent and Lenders have received and are reasonably satisfied with all reports, inspections, and examinations required by Administrative Agent and Lenders; and

5.6. Fees and Expenses. The Administrative Agent shall have received all fees, expenses and other amounts that have been invoiced by Administrative Agent to Borrower on or before the date hereof.

6. Reaffirmation and Ratification. The Borrower and each Guarantor hereby reaffirms, ratifies and confirms its Obligations under the Credit Agreement and all other Loan Documents and acknowledges that all of the terms and conditions of the Credit Agreement and all other Loan Documents, except as otherwise provided herein or therein, remain in full force and effect. The Borrower and each Guarantor further acknowledges and agrees that the liens, security interests, pledges, and assignments created by the Credit Agreement and Loan Documents are valid, effective, properly perfected, and enforceable liens, security interests, pledges, and assignments, and hereby reaffirms the grant of all liens, security interests, pledges, and assignments which each has previously granted to the Administrative Agent and Lenders.

7. Acknowledgements. The Loan Parties acknowledge and agree that as of the effective date of this Fourth Amendment: (i) the Indebtedness is just, due, and owing, without any right of any Loan Party to setoff, recoup, or counterclaim; (ii) the Administrative Agent and Lenders have fully performed all of their obligations under the Credit Agreement and Loan Documents and are not in default under any terms, provisions, or conditions of the Credit Agreement or the Loan Documents, and in addition, no circumstances exist under which Administrative Agent and Lenders may be deemed in default merely upon service of notice or passage of time or both; and (iii) the Loan Parties have no defenses to the Indebtedness, the Credit Agreement, or the Loan Documents.

8. Representations and Warranties. The Borrower hereby confirms that all representations and warranties of the Borrower contained in Article V of the Credit Agreement continue to be true and correct in all material respects after giving effect to this Fourth Amendment, except: (i) for representations and warranties which are qualified by the inclusion of a materiality standard, which representations and warranties shall be true and correct in all respects; and (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, in each case, that any representation or warranty which is qualified by reference to Material Adverse Effect shall exclude events, circumstances, occurrences or conditions arising from the COVID-19 pandemic.

9. Events of Default. No Default nor any Event of Default has occurred and is continuing under the Credit Agreement.

10. Integration. This Fourth Amendment constitutes the entire agreement of the parties in connection with the subject matter hereof and cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations regarding the subject matter hereof, if any, are merged into this Fourth Amendment.

11. Counterparts. This Fourth Amendment may be executed in multiple counterparts, each of which when so executed and delivered shall be deemed an original, and all of which, taken together, shall constitute but one and the same agreement.

12. Governing Law. This Fourth Amendment shall be governed by, and construed and enforced in accordance with, the internal laws (as opposed to the conflicts of law principles) of the State of New York.

[Rest of page intentionally left blank; signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment by their respective duly authorized officers as of the date first above written.

BORROWER:

CONSOLIDATED AMUSEMENT HOLDINGS, LLC, a Nevada limited liability company

By: