Item 1.01 Entry into a Material Definitive Agreement

On August 19, 2022, AMC Entertainment Holdings, Inc. ("AMC" or the "Company") paid to holders of its Class A common stock a dividend consisting of AMC Preferred Equity Units. At the time, AMC disclosed that the new AMC Preferred Equity Units provide the Company with a currency that can be used in the future, among other things, to further strengthen its balance sheet, including by paying down some of its debt and other liabilities.

As a natural next step, today AMC entered into an equity distribution agreement (the "Equity Distribution Agreement") to allow for the sale from time to time of up to a maximum of 425,000,000 AMC Preferred Equity Units. The size of this program reflects the total number of AMC Preferred Equity Units currently authorized less a portion held back for equity awards under existing, or if approved by stockholders, future equity incentive plans. The Equity Distribution Agreement is designed to provide significant flexibility to the Company in achieving its goals over time. The Company is not obligated to sell any AMC Preferred Equity Units under the Equity Distribution Agreement and may at any time suspend solicitation and offers under the Equity Distribution Agreement. The Equity Distribution Agreement is with Citigroup Global Markets Inc. as sales agent ("Sales Agent") and allows AMC to control the timing, amount and pricing of any future sales, subject to, among other things, market conditions and trading volumes.

The Company intends to use the net proceeds, if any, from the sale of AMC Preferred Equity Units primarily to repay, refinance, redeem or repurchase the Company's existing indebtedness (including expenses, accrued interest and premium, if any) and otherwise for general corporate purposes.

Subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agent will use reasonable efforts consistent with its normal trading and sales practices, applicable law and regulations, and the rules of the New York Stock Exchange to sell the AMC Preferred Equity Units from time to time based upon the Company's instructions for the sales, including any price, time or size limits specified by the Company.

Pursuant to the Equity Distribution Agreement, the Sales Agent will receive a commission of up to 2.50% of the gross sales proceeds received from the sale of the first tranche of AMC Preferred Equity Units. The Company has also agreed to reimburse the Sales Agent for certain specified expenses and to provide the Sales Agent with customary indemnification and contribution rights. The Equity Distribution Agreement may be terminated by the Company at any time by giving written notice to the Sales Agent for any reason or by the Sales Agent at any time by giving written notice to the Company for any reason.

The AMC Preferred Equity Units will be offered and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-266536) filed on August 4, 2022 with the Securities and Exchange Commission (the "SEC"). The Company filed a prospectus supplement, dated September 26, 2022 (the "Prospectus Supplement"), to the prospectus, dated August 4, 2022, with the SEC in connection with the offer and sale of the AMC Preferred Equity Units.

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 filed by the Company with the SEC on September 26, 2022, contains updated risk factors regarding the Company's common stock and AMC Preferred Equity Units. We urge potential investors to carefully review these disclosures.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits.



Exhibit
 Number                              Exhibit Description
  1.1        Equity Distribution Agreement, dated as of September 26, 2022, by and
           between AMC Entertainment Holdings, Inc. and Citigroup Global Markets
           Inc.
  5.1        Opinion of Weil, Gotshal & Manges LLP.
  23.1       Consent of Weil, 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).

© Edgar Online, source Glimpses