AMC ENTERTAINMENT HOLDINGS, INC. Item 1.01 Entry into a Material Definitive Agreement
On
In addition, immediately prior to entry into the Forward Purchase Agreement, the
Investor confirmed a
The foregoing transactions reflect a weighted average price of
The obligation of the Company and the Investor to consummate the transactions contemplated by the Forward Purchase Agreement is conditioned upon customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the transaction is expected to close on the business day after the applicable waiting period has expired ("Closing").
Pursuant to the Forward Purchase Agreement, the Company shall hold a special meeting of the Company's stockholders (the "Special Meeting") within 90 days of the date of the Forward Purchase Agreement (the "Special Meeting Date") for a vote to (A) amend the Company's amended and restated certificate of incorporation to increase the number of authorized shares of the Company's Class A common stock ("Common Stock") to a number at least sufficient to permit the full conversion of the then-outstanding shares of Series A Convertible Participating Preferred Stock into Common Stock, or to such higher number of authorized shares of Common Stock as the Company's board of directors may determine in its sole discretion and (B) amend the Company's amended and restated certificate of incorporation to effect a 10 to 1 reverse-stock split of the Common Stock (collectively, the "Charter Amendment"). The Investor has agreed to vote or cause to be voted the Private Placement APEs and Initial APEs and any additional APEs and Common Stock owned or controlled, either directly or indirectly by the Investor or any of its affiliates, in favor of the Charter Amendment.
The Forward Purchase Agreement contains lock-up restrictions restricting the
sale, transfer or other disposition, as applicable, of APEs by the Company and
the Investor until the earlier of 90 days after the date of the Forward Purchase
Agreement or the Special Meeting Date (the "Lock-Up Period"), provided that the
Company may issue APEs in an amount not to exceed
The Forward Purchase Agreement may be terminated by either party under certain circumstances, including by (i) mutual written consent of the Company and the Investor and (ii) automatically if the Closing does not occur on or prior to 90 days from the date of the Forward Purchase Agreement.
The foregoing is a brief description of the Forward Purchase Agreement and does not purport to be a complete statement of the parties' rights and obligations under the Forward Purchase Agreement. The foregoing description is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 above is incorporated herein by reference. The issuance of the Private Placement APEs will be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").
For additional information regarding the APEs, including the convertibility
features thereof, see the Company's Form 8-A filed with the
Item 7.01 Regulation FD Disclosure
On
The information in this Item 7.01 disclosure is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure shall not be incorporated by reference into the filings of AMC under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
This filing may be deemed solicitation material in respect of the Charter
Amendment. This filing does not constitute a solicitation of any vote or
approval. In connection with the Charter Amendment, the Company plans to file
with the
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. 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. Examples of forward-looking
statements include statements we make regarding the conditions to the closing of
the Forward Purchase Agreement, the impact of COVID-19, future attendance and
box office levels, our liquidity, and the potential conversion of our AMC
Preferred Equity Units. 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, risks related to: the risk of not being able to obtain
Hart-Scott-Rodino approval; 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 potential impact of AMC's
existing or potential lease defaults; the impact of the COVID-19 virus on AMC,
the motion picture exhibition industry, and the economy in general; the
seasonality of AMC's revenue and working capital; 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; motion picture production and performance;
AMC's lack of control over distributors of films; intense competition in the
geographic areas in which AMC operates; increased use of alternative film
delivery methods or other forms of entertainment; shrinking exclusive theatrical
release window; AMC Stubs A-List not meeting anticipated revenue projections;
general and international economic, political, regulatory and other risks;
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; supply
chain disruptions, labor shortages, increased cost and inflation; and other
factors discussed in the reports AMC has filed with the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Exhibit Description 10.1 Forward Purchase Agreement, dated as ofDecember 22, 2022 , by and betweenAMC Entertainment Holdings, Inc. andAntara Capital LP 99.1 Press Release, datedDecember 22, 2022 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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