AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC”) announced
today the expiration and final results for its previously announced
offers to exchange (the “Exchange Offers”) any and all of its
outstanding senior subordinated notes listed in the table below
(the “Existing Subordinated Notes”) for newly issued 10%/12%
Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026
(the “New Second Lien Notes”) and related solicitation of consents
(the “Consent Solicitations”) from eligible holders of the Existing
Subordinated Notes to certain proposed amendments (the “Proposed
Amendments”) to the indentures governing the Existing Subordinated
Notes.
The Exchange Offers and Consent Solicitations expired at 5:00
p.m., New York City time, on July 24, 2020 (such time and date, the
“Expiration Time”). As of the Expiration Time, based on information
provided by Global Bondholder Services Corporation, the information
and exchange agent for the Exchange Offers and Consent
Solicitations, the following amounts of Existing Subordinated Notes
were validly tendered and accepted in the Exchange Offers:
Series of Existing Subordinated
Notes
Total Aggregate Principal
Amount Validly Tendered
Percentage of
Outstanding Existing Subordinated Notes Validly
Tendered
6.375% Senior Subordinated Notes due
2024
£495,820,000
99.16%
5.75% Senior Subordinated Notes due
2025
$501,683,000
83.61%
5.875% Senior Subordinated Notes due
2026
$539,395,000
90.65%
6.125% Senior Subordinated Notes due
2027
$344,283,000
72.48%
Subject to the satisfaction of the conditions set forth in the
Amended Confidential Offering Memorandum, dated as of July 10, 2020
(the “Offering Memorandum”) and the Backstop Agreement, dated as of
July 10, 2020 (the “Backstop Agreement”), between AMC and certain
holders of the Existing Subordinated Notes (the “Backstop
Parties”), the settlement date of the Exchange Offer is expected to
be July 31, 2020 (the “Settlement Date”). On the Settlement Date,
approximately $1.46 billion of New Second Lien Notes are expected
to be issued.
Pursuant to the subscription rights and oversubscription rights
granted to each eligible holder of Existing Subordinated Notes as
described in the Offering Memorandum, as of the Expiration Time,
eligible holders had oversubscribed for AMC’s $200 million
aggregate principal amount of 10.5% First Lien Secured Notes (the
“New First Lien Notes”) offered pursuant to the Offering Memorandum
and, as a result, the backstop will not be utilized. In addition,
pursuant to the previously announced Commitment Letter, dated as of
July 10, 2020 (the “Commitment Letter”), between AMC, Silver Lake
Alpine, L.P. and Silver Lake Alpine (Offshore Master), L.P.
(together with Silver Lake Alpine, L.P., the “Silver Lake Funds”),
AMC will also issue $100 million of additional first lien notes
with identical terms to the New First Lien Notes (the “Additional
Silver Lake First Lien Notes”) to the Silver Lake Funds. Subject to
the satisfaction of the conditions set forth in the Offering
Memorandum, the Backstop Agreement and the Commitment Letter, the
New First Lien Notes and the Additional Silver Lake First Lien
Notes are expected to be issued on the Settlement Date.
As of the Expiration Time, AMC also received the requisite
consents sufficient to approve the Proposed Amendments to the
indentures governing the Existing Subordinated Notes, and AMC and
the trustee for the Existing Subordinated Notes will promptly
execute supplemental indentures that give effect to the Proposed
Amendments. Such amendments to the indentures governing the
Existing Subordinated Notes will become operative upon the
consummation of the Exchange Offers.
Important Information about the Exchange Offers and Consent
Solicitations
This press release is issued pursuant to Rule 135c under the
Securities Act of 1933, as amended (the "Securities Act"). This
press release is neither an offer to sell nor the solicitation of
an offer to buy the New Second Lien Notes, the New First Lien Notes
or any other securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which, or to any person
to whom, such an offer, solicitation or sale is unlawful. The New
Second Lien Notes and the New First Lien Notes have not been, and
will not be, registered under the Securities Act, any state
securities laws or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws. The Exchange Offers, and the offering of the New
Second Lien Notes and New First Lien Notes, are being made only (1)
to persons reasonably believed to be (A) “qualified institutional
buyers” as defined in Rule 144A under the Securities Act or (B)
institutions where permitted in certain jurisdictions that can
provide certifications and other documentation satisfactory to AMC
that they are “accredited investors” as defined in subparagraphs
(a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, in
each case in a private transaction in reliance upon the exemption
from the registration requirements of the Securities Act provided
by Section 4(a)(2) thereof, and (2) outside the United States, to
persons other than “U.S. persons” as defined in Rule 902 under the
Securities Act in offshore transactions in compliance with
Regulation S under the Securities Act.
The Exchange Offers and Consent Solicitations are being made
only pursuant to the Offering Memorandum. The Offering Memorandum
and other documents relating to the Exchange Offers and Consent
Solicitations will be distributed only to eligible holders. The
Exchange Offers are not being made to holders of Existing
Subordinated Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. The New Second Lien
Notes and the New First Lien Notes have not been approved or
disapproved by any regulatory authority, nor has any such authority
passed upon the accuracy or adequacy of the Offering Memorandum.
None of AMC, the dealer manager, the solicitation agent, the
exchange agent, the information agent or any trustee (or its
agents) of the Existing Subordinated Notes, the New Second Lien
Notes or the New First Lien Notes makes any recommendation as to
whether holders of the Existing Subordinated Notes should
participate in the Exchange Offers or consent to the Proposed
Amendments.
This press release, the Offering Memorandum and any other
documents or materials relating to the Exchange Offers and Consent
Solicitations may only be communicated to persons in the United
Kingdom in circumstances where Section 21 of the Financial Services
and Markets Act 2000 (the "FSMA") does not apply. Accordingly, this
press release and the Offering Memorandum are only for circulation
to (i) persons who are outside the United Kingdom, (ii) investment
professionals falling within Article 19(5) of the FSMA (Financial
Promotion) Order 2005, as amended (the "Order"), (iii) high net
worth entities, and other persons to whom the communication may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order or (iv) persons to whom an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of
the FSMA) in connection with the communication may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to for purposes of this paragraph
as "relevant persons"). The New Second Lien Notes will only be
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such New Second Lien Notes will be
engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on the Offering Memorandum
or any of its contents and may not participate in the Exchange
Offers.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the federal securities laws. In many cases, these
forward-looking statements may be identified by the use of words
such as “will,” “may,” “should,” “believes,” “expects,”
“anticipates,” “estimates,” “intends,” “projects,” “goals,”
“objectives,” “targets,” “predicts,” “plans,” “seeks,” and
variations of these words and similar expressions. 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 the expected timing of and future
actions with respect to the Exchange Offers and Consent
Solicitations, the completion of the transactions contemplated
thereby and 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, risks related to: the impact of the COVID-19 virus on AMC, the
motion picture exhibition industry, and the economy in general,
including AMC’s response to the COVID-19 virus related to
suspension of operations at theatres, personnel reductions and
other cost-cutting measures and measures to maintain necessary
liquidity and increases in expenses relating to precautionary
measures at AMC’s facilities to protect the health and well-being
of AMC’s customers and employees; the general volatility of the
capital markets and the market price of AMC’s Class A common stock;
motion picture production and performance; AMC’s lack of control
over distributors of films; increased use of alternative film
delivery methods or other forms of entertainment; general and
international economic, political, regulatory and other risks,
including risks related to the United Kingdom’s exit from the
European Union or widespread health emergencies, or other pandemics
or epidemics; risks and uncertainties relating to AMC’s significant
indebtedness, including AMC’s borrowing capacity under its
revolving credit agreement; AMC’s ability to execute cost cutting
and revenue enhancement initiatives as previously disclosed and in
connection with response to COVID-19; limitations on the
availability of capital; AMC’s ability to refinance its
indebtedness on favorable terms; availability of financing upon
favorable terms or at all; risks relating to impairment losses,
including with respect to goodwill and other intangibles, and
theatre and other closure charges; 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, 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 Offering Memorandum, the section entitled “Risk
Factors” in AMC’s Form 10-K for the year ended December 31, 2019
and Form 10-Q for the three months ended March 31, 2020, each as
filed with the SEC, and the risks, trends and uncertainties
identified in its 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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version on businesswire.com: https://www.businesswire.com/news/home/20200727005207/en/
INVESTOR RELATIONS: John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
MEDIA CONTACTS: Ryan Noonan, (913) 213-2183
rnoonan@amctheatres.com
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