Item 1.01 Entry into a Material Definitive Agreement
On September 24, 2020, AMC Entertainment Holdings, Inc. (the "Company") entered
into an equity distribution agreement (the "Equity Distribution Agreement") with
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as sales agents
(each, a "Sales Agent" and collectively, the "Sales Agents"), to sell up to
15,000,000 shares of Class A common stock, par value $0.01 per share, of the
Company (the "Common Stock"), from time to time, through an "at-the-market"
offering program (the "Offering").
Subject to the terms and conditions of the Equity Distribution Agreement, the
Sales Agents will use reasonable efforts consistent with their normal trading
and sales practices, applicable law and regulations, and the rules of the New
York Stock Exchange to sell the Common Stock from time to time based upon the
Company's instructions for the sales, including any price, time or size limits
specified by the Company.
Each Sales Agent will receive a commission up to 2.5% of the gross sales price
of the Common Stock sold through it as the Company's Sales Agent under the
Equity Distribution Agreement, and the Company has agreed to reimburse the Sales
Agents for certain specified expenses. The Company has also agreed to provide
the Sales Agents with customary indemnification and contribution rights. The
Company is not obligated to sell any Common Stock under the Equity Distribution
Agreement and may at any time suspend solicitation and offers under the Equity
Distribution Agreement. The Equity Distribution Agreement may be terminated by
the Company at any time by giving written notice to the Sales Agents for any
reason or by each Sales Agent at any time, with respect to such Sales Agent
only, by giving written notice to the Company for any reason.
The Company intends to use the net proceeds, if any, from the sale of the Common
Stock pursuant to the Equity Distribution Agreement for general corporate
purposes, which may include the repayment, refinancing, redemption or repurchase
of existing indebtedness or working capital, capital expenditures and other
investments.
The Common Stock will be offered and sold pursuant to the Company's shelf
registration statement on Form S-3 (File No. 333-248558) filed on September 2,
2020 with the Securities and Exchange Commission (the "SEC"). The Company filed
a prospectus supplement, dated September 24, 2020, to the prospectus, dated
September 2, 2020, with the SEC in connection with the offer and sale of the
Common Stock.
The foregoing description of the Equity Distribution Agreement is qualified in
its entirety by reference to the Equity Distribution Agreement, a copy of which
is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 8.01. Other Events.
The Company has provided the following update:
Update on Theatre Reopenings
As of March 17, 2020, the Company had temporarily suspended all theatre
operations in its U.S. and International markets. This action was in compliance
with local, state, and federal governmental restrictions and recommendations on
social gatherings to prevent the spread of COVID-19 and as a precaution to help
ensure the health and safety of the Company's guests and theatre staff.
Industry Box Office:
The North American industry box office has been significantly impacted by
COVID-19 in the third quarter ending September 30, 2020. Although certain states
authorized the reopening of theatres as early as June 2020, with limited seating
capacities and social distancing guidelines, some states, including California,
New York, Maryland, Michigan, North Carolina and Washington State, remain
substantially or completely closed for theatrical exhibition as of September 14,
2020. As a result, studios have postponed new film releases or moved them to the
home video market, and movie release dates may continue to move in the future.
The combination of theatre reopening restrictions and limited new film
distribution has resulted in a significantly lower industry box office,
quarter-to-date. Similarly, the International industry box office results were
significantly lower quarter-to-date compared to the prior year.
U.S.:
The Company's theatre operations in the U.S. markets remained suspended for the
entire second quarter ended June 30, 2020. The Company resumed limited
operations in its U.S. markets in late August 2020 with the initial 115 theatre
reopenings occurring on August 20, 2020. The Company reopened 170 additional
theatres on August 26, 2020, and 142 additional theatres on September 4, 2020.
As of September 14, 2020, the Company had resumed operations at 461 U.S.
theatres, with limited seating capacities of between 25% and 40%, representing
approximately 77% of the U.S. theatres and 69% of 2019 U.S. same-theatre
revenue.
Since the resumption of operations in its U.S. markets, the Company has served
more than 1,400,000 guests as of September 14, 2020, representing a same-theatre
attendance decline of approximately 81% compared to the same period a year ago.
The remaining 23% of the U.S. theatres left to reopen are located in California,
Maryland, Michigan, New York, North Carolina, and Washington State, and include
some of the Company's most productive theatres, representing approximately 28%
of 2019 U.S. revenue. The Company has an active dialogue with local and state
government officials in these states, however, there is limited visibility
around the timing for resumption of theatre operations in these locales.
International:
The Company resumed limited operations in its International markets in early
June. As of June 30, 2020, the Company had resumed operations at 37 theatres,
with limited seating capacities, in nine countries and recorded attendance of
100,000 guests in June. As of July 31, 2020, the Company had resumed operations
at 182 leased and partnership theatres. As of September 14, 2020, the Company
had resumed operations at 324 leased and partnership theatres. This represents
approximately 90% of the Company's international theatres and approximately 94%
of 2019 international same-theatre revenue.
Seating capacity at the reopened international theatres remains limited to
between 25% and 50% of capacity to ensure social distancing for guests. Since
the resumption of operations in its International markets on June 3, 2020, the
Company's theatres have served more than 3,600,000 guests as of September 14,
representing a same-theatre attendance decline of approximately 74% compared to
the same period a year ago. The remaining 10% of International theatres left to
reopen are expected to resume operations as demand warrants.
Liquidity
The Company's cash and cash equivalents as of June 30, 2020, was $498.0 million.
Adjusting the cash and cash equivalents to give effect to the Company's offer to
exchange its outstanding senior subordinated notes and related financing
transactions, including the issuance of New First Lien Notes due 2026, completed
on July 31, 2020 and related fees, interest and associated expenses, the cash
balance as of June 30, 2020, would have been approximately $700.8 million.
The Company's total cash burn for the second quarter ended June 30, 2020, was
approximately $292 million, within the Company's then targeted $100 million
monthly cash burn projection assuming a continued suspension of all U.S. theatre
operations and successful negotiations with landlords.
The Company's cash burn is impacted by, among other things, the timing of
resumption of theatre operations, costs associated with the AMC Safe and Clean
initiative, landlord negotiations and minimum lease payments, the timing of
movie releases, theatre attendance levels, and food and beverage receipts.
On August 31, 2020, the Company announced the signing of a definitive agreement
to sell all nine of its theatre locations in the Baltic Region (Latvia,
Lithuania, and Estonia) for $77.0 million. Approximately half of the sale
proceeds were received upon signing the definitive agreement.
As of August 31, 2020, the Company's cash balance was $507.9 million, this
includes the initial $37.5 million proceeds received from the sale of the
Baltics theatres. The Company's cash burn for July and August 2020, excluding
the proceeds from the sale of the Baltic theatres, was $230.4 million or an
average of approximately $115.2 million per month and was primarily impacted by
initial reopening expenses, including initial costs associated with AMC's Safe
and Clean initiative and minimum lease payments as theatres began to reopen.
Because of the ramp up of costs associated with theatre reopenings and the lower
attendance levels experienced as theatres have begun to reopen, we expect the
cash burn for the remainder of the third quarter of 2020 to be roughly
comparable to these levels.
Going forward, our ability to reduce cash burn rates and ultimately generate
positive cash flow, and therefore the extent to which we will require additional
sources of liquidity, will depend almost entirely on our future attendance
levels that drive admission and food and beverage revenue. Attendance in the
fourth quarter of 2020 will be influenced by, among other things, the timing of
new film releases, with the quarter's largest films expected to be released
prior to the Thanksgiving holiday through the end of the year, our ability to
open remaining theatres in our major markets, the expansion or contraction of
mandated seating capacity limitations, and consumer confidence in moviegoing. If
we experience negative developments with any of these factors, among others, our
cash burn rates and liquidity will also be negatively affected, and we may
require additional sources of liquidity in amounts that could be material. For
example, recent and any future announcements to postpone major releases slated
for the Thanksgiving and Christmas holidays to 2021 would likely significantly
impact our liquidity in the fourth quarter. Furthermore, commencing in 2021,
absent further negotiations with landlords, our cash expenditures for rent will
increase significantly following periods of agreed deferrals. We currently
estimate that unless theatre attendance levels improve significantly from the
third quarter of 2020 to the fourth quarter of 2020 and again into 2021 and we
achieve levels of attendance approaching approximately three-quarters of
normalized levels, we will continue to require additional sources of liquidity
to meet our obligations as they become due, and our required amounts of
additional liquidity may be significant, and if we experience unanticipated
developments relating to our costs or other developments, or if we are unable to
reduce costs in the way we anticipate, we may still require additional amounts
of liquidity.
It is very difficult to estimate our liquidity requirements and future cash burn
rates. There can be no assurance that the accuracy of the assumptions used to
estimate our liquidity requirements and future cash burn will be correct, or
that we will be able to achieve the levels of attendance described above, which
are materially higher than our current attendance levels, and our ability to be
predictive is uncertain due to the unknown magnitude and duration of the
COVID-19 pandemic, which has resulted in stay-at-home orders, governmental
closure orders, film production and scheduling disruption, reopening
uncertainties and the cessation of our entire U.S. and International theatre
operations for the first time in our history. See "Risks Related to Our Business
- The COVID-19 pandemic has disrupted our business and will continue to
adversely affect our operations and results of operations and liquidity."
In connection with the Offering, the Company is filing the updated risk factors
attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
1.1 Equity Distribution Agreement, dated as of September 24, 2020, by and
between AMC Entertainment Holdings, Inc.. and Citigroup Global Markets
Inc. and Goldman Sachs & Co. LLC.
5.1 Opinion of Weil, Gotshal & Manges LLP.
23.1 Consent of Weil, Gotshal & Manges LLP (Included in Exhibit 5.1)
99.1 AMC Entertainment Holdings, Inc. Risk Factors
104 Cover Page Interactive Data File. The cover page XBRL tags are embedded
within the inline XBRL document (contained in Exhibit 101)
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