Item 1.01 Entry into a Material Definitive Agreement
On
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
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 Agents 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, acquisition of theatre assets, working capital or 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. 333-255546) filed on
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 Prospectus Supplement includes updates to the following risk factor:
The market prices and trading volume of our shares of Class A common stock have recently experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Class A common stock to incur substantial losses.
The market prices and trading volume of our shares of Class A common stock have
recently experienced, and may continue to experience, extreme volatility, which
could cause purchasers of our Class A common stock to incur substantial losses.
For example, during 2021 to date, the market price of our Class A common stock
has fluctuated from an intra-day low of
We believe that the recent volatility and our current market prices reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how long these dynamics will last. Under the circumstances, we caution you against investing in our Class A common stock, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.
Extreme fluctuations in the market price of our Class A common stock have been accompanied by reports of strong and atypical retail investor interest, including on social media and online forums. The market volatility and trading patterns we have experienced create several risks for investors, including the following:
· the market price of our Class A common stock has experienced and may continue
to experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties that we continue to face;
· factors in the public trading market for our Class A common stock include the
sentiment of retail investors (including as may be expressed on financial trading and other social media sites and online forums), the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our Class A common stock and any related hedging and other trading factors;
· our market capitalization, as implied by various trading prices, currently
reflects valuations that diverge significantly from those seen prior to recent volatility and that are significantly higher than our market capitalization immediately prior to the COVID-19 pandemic, and to the extent these valuations reflect trading dynamics unrelated to our financial performance or prospects, purchasers of our Class A common stock could incur substantial losses if there are declines in market prices driven by a return to earlier valuations;
· to the extent volatility in our Class A common stock is caused, as has widely
been reported, by a "short squeeze" in which coordinated trading activity
causes a spike in the market price of our Class A common stock as traders
with a short position make market purchases to avoid or to mitigate potential
losses, investors purchase at inflated prices unrelated to our financial
performance or prospects, and may thereafter suffer substantial losses as
prices decline once the level of short-covering purchases has abated; and
· if the market price of our Class A common stock declines, you may be unable to
resell your shares at or above the price at which you acquired them. We cannot
assure you that the equity issuance of our Class A common stock will not
fluctuate or decline significantly in the future, in which case you could incur
substantial losses.
We may continue to incur rapid and substantial increases or decreases in our stock price in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or affecting us. Accordingly, the market price of our shares of Class A common stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 1.1 Equity Distribution Agreement, dated as ofJune 3, 2021 , by and betweenAMC Entertainment Holdings, Inc. andB. Riley Securities, Inc. andCitigroup Global Markets Inc. 5.1 Opinion ofWeil, Gotshal & Manges LLP . 23.1 Consent ofWeil, Gotshal & Manges LLP (Included in Exhibit 5.1). 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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