false
0001411579
0001411579
2023-12-11
2023-12-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 11, 2023
AMC
ENTERTAINMENT HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
001-33892 |
|
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 3.02 | Unregistered Sales of Equity Securities |
AMC Entertainment Holding’s Inc. (the “Company”)
entered into a series of privately negotiated exchange agreements, under which it issued an aggregate of 1,568,591 shares of the Company’s
Class A common stock, par value $0.01 per share (the “Common Stock”) in exchange for $12,275,000 aggregate principal
amount of its 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 (the “Exchange Transactions”). The Company may
engage in similar transactions in the future but is under no obligation to do so. Based on aggregate principal amount exchanged plus $577,153
aggregate accrued interest thereon through the date of exchange, the Common Stock issued had an implied value of $8.19 per share.
Pursuant to Section 3(a)(9) of the Securities
Act of 1933, as amended (the “Securities Act”), the Common Stock issued in the Exchange Transactions were issued in each case
to an existing security holder of the Company exclusively in exchange for such holder’s securities and no commission or other remuneration
was paid or given for soliciting the exchange. Other exemptions may apply.
Because the shares of Common Stock issued in the
Exchange Transactions constitute less than 1% of the Company’s outstanding Common Stock, the disclosure under this Item 3.02 is
being disclosed voluntarily. The Exchange Transactions settled between November 27, 2023 and December 7, 2023.
| Item 7.01 | Regulation FD Disclosure |
On December 11,
2023, the Company issued a press release announcing among other things that it had completed its previously disclosed “at-the-market”
equity offering (the “ATM”). 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.
On December 11,
2023, the Company announced that it had completed its previously disclosed $350 million ATM. The Company issued 48,030,843 shares of Common
Stock in aggregate in the ATM at an average price of $7.29.
As of December 11,
2023, during the fourth quarter ending December 31, 2023, AMC used a portion of the net proceeds from its ATM to repurchase approximately
$50 million principal amount of its 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 at an average discount of 19.67% plus
accrued interest. Combined with the Exchange Transactions, during the fourth quarter of 2023, the Company reduced the principal amounts
of its debt by approximately $62.28 million.
Forward-Looking Statements
This Current Report on
Form 8-K 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. Forward-looking statements may be identified by the use of
words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,”
“plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current
beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions and speak only as of the date on which they are made. Examples of forward-looking
statements include statements we make regarding the expected use of proceeds from the Company’s “at-the-market” program.
These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, 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. Accordingly, you are cautioned not to place undue reliance on these
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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as thereafter amended, and Form 10-Q
for the quarter ended September 30, 2023, each as filed with the SEC, and the risks, trends and uncertainties identified in the Company’s
other public filings. The Company 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.
| 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: December 12, 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 $350 MILLION AT-THE-MARKET EQUITY OFFERING
AND REDUCES DEBT
BY $62 MILLION,
BOLSTERING LIQUIDITY
AND STRENGTHENING THE BALANCE SHEET
LEAWOOD,
KANSAS - (December 11, 2023) -- AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC”
or “the Company”), announced today that it has completed its previously disclosed $350 million at-the-market (“ATM”)
equity offering launched on November 9, 2023 and repurchased debt or exchanged debt for equity thereby reducing liabilities by $62.28
million.
AMC raised $350 million of new equity
capital, before commissions and fees, through the sale of approximately 48.0 million shares, at an average price of approximately $7.29
per share.
Using a portion of the proceeds raised
through the ATM offering, AMC repurchased $50 million principal amount of its 10% second lien notes due 2026 at an average discount of
19.67%, plus accrued interest. In addition, AMC exchanged $12.275 million principal amount of its 10% second lien notes due 2026 plus
accrued interest for approximately 1.6 million shares of Class A common stock with an implied value of $8.19 per share (based on
the aggregate principal amount and accrued interest exchanged).
Commenting on the capital transactions,
AMC Chairman and CEO Adam Aron said, “Successfully raising an additional $350 million of equity capital and reducing debt by more
than $62 million in a single month underscores our continued commitment to strengthen our balance sheet by bolstering liquidity and methodically
reducing debt levels.”
Aron continued, “Thus far in
2023, AMC has raised $865 million of gross equity capital and lowered liabilities by approximately $440 million by reducing our
corporate borrowings by approximately $350 million and repaying more than $90 million of COVID-19 related deferred rent liabilities.
Our commitment to strengthening the balance sheet is further evidenced by the more than $1 billion reduction in our corporate
borrowings and deferred rent liabilities since December 31, 2020.”
Aron concluded, “Through methodically
fortifying our financial position as we progress along our recovery trajectory, we ensure our ability to manage through industry challenges,
including the ongoing impact of the Hollywood strikes earlier this year, and position AMC to thrive in the future as we deliver value
to our shareholders.”
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 our recovery trajectory, 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.
Source: AMC Entertainment Holdings, Inc.
###
v3.23.3
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
AMC Entertainment Hldg P... (NYSE:APE)
過去 株価チャート
から 4 2024 まで 5 2024
AMC Entertainment Hldg P... (NYSE:APE)
過去 株価チャート
から 5 2023 まで 5 2024
