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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): September 13, 2023
AMC
ENTERTAINMENT HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
001-33892 |
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26-0303916 |
(State
or Other Jurisdiction of |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification |
Incorporation) |
|
|
|
Number) |
One AMC Way
11500 Ash Street, Leawood, KS 66211
(Address of Principal Executive Offices, including
Zip Code)
(913) 213-2000
(Registrant’s Telephone Number, including
Area Code)
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 |
|
Name
of each exchange on which registered |
Class A common stock |
|
AMC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company 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. ¨
Item 7.01 Regulation FD Disclosure.
On September 13,
2023, AMC Entertainment Holdings, Inc. issued a press release announcing that it had completed its previously disclosed “at-the-market”
equity offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
The information
furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in
such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
AMC ENTERTAINMENT HOLDINGS, INC. |
|
|
|
|
Date: September 14, 2023 |
By: |
/s/ Kevin M. Connor |
|
|
Name: Kevin M. Connor |
|
|
Title: Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
|
INVESTOR
RELATIONS:
John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
MEDIA CONTACTS:
Ryan Noonan, (913) 213-2183
rnoonan@amctheatres.com |
FOR IMMEDIATE RELEASE
AMC ENTERTAINMENT
HOLDINGS, INC. SUCCESSFULLY COMPLETES
AT-THE-MARKET
EQUITY OFFERING, RAISING MORE THAN
$325 MILLION,
SUBSTANTIALLY INCREASING ITS FINANCIAL RESILIENCE
LEAWOOD, KANSAS - (September 13,
2023) -- AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or “the Company”), announced today that
it has completed its previously disclosed at-the-market (“ATM”) equity offering launched on September 6, 2023. AMC raised
approximately $325.5 million of new equity capital through the sale of 40 million shares, before commissions and fees, at an average
price of approximately $8.14 per share.
The completion of this ATM equity offering
significantly boosts AMC's cash reserves, addresses current liquidity concerns, and fortifies the balance sheet. When coupled with the
third quarter to-date 39% surge in industry box office compared to the same period last year and the record-breaking success of the highly
anticipated TAYLOR SWIFT THE ERAS TOUR concert film, the proceeds from the ATM equity offering allow AMC to continue along its successful
recovery glidepath through changing market dynamics, including the ongoing strikes by writers and actors, and capitalize on opportunities
to further strengthen its balance sheet.
Commenting on the capital raise, AMC
President and CEO Adam Aron said, “The successful completion of this equity offering marks another significant milestone for AMC.
Raising more than $325 million in gross proceeds has bolstered our ability to survive and then thrive. As we navigate the recovery phase
of our industry, this infusion of capital provides us with flexibility to assist us in navigating the waters ahead and continue delivering
the magic of movies to our guests.”
About AMC Entertainment Holdings, Inc.
AMC is the largest movie exhibition
company in the United States, the largest in Europe and the largest throughout the world with approximately 900 theatres and 10,000 screens
across the globe. AMC has propelled innovation in the exhibition industry by: deploying its Signature power-recliner seats; delivering
enhanced food and beverage choices; generating greater guest engagement through its loyalty and subscription programs, website, and mobile
apps; offering premium large format experiences and playing a wide variety of content including the latest Hollywood releases and independent
programming. For more information, visit www.amctheatres.com.
Website Information
This press release, along with other
news about AMC, is available at www.amctheatres.com. We routinely post information that may be important to investors in the Investor
Relations section of our website, www.investor.amctheatres.com. We use this website as a means of disclosing material, non-public
information and for complying with our disclosure obligations under Regulation FD, and we encourage investors to consult that section
of our website regularly for important information about AMC. The information contained on, or that may be accessed through, our website
is not incorporated by reference into, and is not a part of, this document. Investors interested in automatically receiving news and
information when posted to our website can also visit www.investor.amctheatres.com to sign up for email alerts.
Forward-Looking
Statements
This communication includes “forward-looking
statements” within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. In many cases, these forward-looking statements may be identified by the use of words such as “will,”
“may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “indicates,” “projects,” “goals,” “objectives,”
“targets,” “predicts,” “plans,” “seeks,” and variations of these words and similar expressions.
Examples of forward-looking statements include statements we make regarding the use of proceeds from the ATM equity offering, changing
market dynamics and capitalizing on opportunities to further strengthen AMC’s balance sheet. Any forward-looking statement speaks
only as of the date on which it is made. These forward-looking statements may include, among other things, statements related to AMC’s
current expectations regarding the performance of its business, financial results, liquidity and capital resources, and the impact to
its business and financial condition of, and measures being taken in response to, the COVID-19 virus, and are based on information available
at the time the statements are made and/or management’s good faith belief as of that time with respect to future events, and are
subject to risks, trends, uncertainties and other facts that could cause actual performance or results to differ materially from those
expressed in or suggested by the forward-looking statements. These risks, trends, uncertainties and facts include, but are not limited
to: the sufficiency of AMC’s existing cash and cash equivalents and available borrowing capacity; availability of financing upon
favorable terms or at all; AMC’s ability to obtain additional liquidity, which if not realized or insufficient to generate the
material amounts of additional liquidity that will be required unless it is able to achieve more normalized levels of operating revenues,
likely would result with AMC seeking an in-court or out-of-court restructuring of its liabilities; the impact of the COVID-19 virus on
AMC, the motion picture exhibition industry, and the economy in general; increased use of alternative film delivery methods or other
forms of entertainment; the continued recovery of the North American and international box office; AMC’s significant indebtedness,
including its borrowing capacity and its ability to meet its financial maintenance and other covenants and limitations on AMC's ability
to take advantage of certain business opportunities imposed by such covenants; shrinking exclusive theatrical release windows; the seasonality
of AMC’s revenue and working capital; intense competition in the geographic areas in which AMC operates; risks relating to impairment
losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; motion picture production and
performance; general and international economic, political, regulatory and other risks; AMC’s lack of control over distributors
of films; limitations on the availability of capital, , including on the authorized number of common stock; dilution of voting power
through the issuance of preferred stock; AMC’s ability to achieve expected synergies, benefits and performance from its strategic
initiatives; AMC’s ability to refinance its indebtedness on favorable terms; AMC’s ability to optimize its theatre circuit;
AMC’s ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax attributes to reduce
future tax liability; supply chain disruptions, labor shortages, increased cost and inflation; and other factors discussed in the reports
AMC has filed with the SEC. Should one or more of these risks, trends, uncertainties, or facts materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein.
Accordingly, we caution you against relying on forward-looking statements, which speak only as of the date they are made. Forward-looking
statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the
times at, or by, which such performance or results will be achieved. For a detailed discussion of risks, trends and uncertainties facing
AMC, see the section entitled “Risk Factors” in AMC’s 2022 Form 10-K for the year ended December 31, 2022
and Form 10-Q for the quarter ended June 30, 2023, each as filed with the SEC, and the risks, trends and uncertainties identified
in AMC’s other public filings. AMC does not intend, and undertakes no duty, to update any information contained herein to reflect
future events or circumstances, except as required by applicable law.
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