Item 2.02 Results of Operations and Financial Condition.
On June 3 2020, AMC Entertainment Holdings, Inc. (the "Company") issued a press
release to announce select preliminary estimated financial results for the
quarter ended March 31, 2020.
A copy of the press release issued concerning the preliminary estimated
financial results is filed herewith as Exhibit 99.1 and is incorporated herein
by reference.
The Company makes reference to non-GAAP financial information in the press
release. A reconciliation of these non-GAAP financial measures and other
financial information is provided in the press release incorporated herein.
The Company expects to announce the financial results for the first quarter
ended March 31, 2020 on June 9, 2020 and to host a conference call via webcast
for investors and other interested parties beginning at 4:00 p.m. CST/5:00
p.m. EST on June 9, 2020. The conference call may be accessed by dialing (877)
407-3982 (U.S. callers) or +1 (201) 493-6780 (non-U.S. callers); a pass code is
not required. Additionally, the conference call will be broadcast live over the
internet and may be accessed through the Investor Relations section of AMC's
website at http://investor.amctheatres.com/presentations. An archive of the
webcast will be available on the Company's website after the call for a limited
time.
Item 7.01 Regulation FD Disclosure
On June 3, 2020, the Company announced that it has commenced private offers to
exchange (the "Exchange Offers") its outstanding 6.375% Senior Subordinated
Notes due 2024 (the "2024 Subordinated Sterling Notes"), 5.75% Senior
Subordinated Notes due 2025 (the "2025 Subordinated Notes"), 5.875% Senior
Subordinated Notes due 2026 (the "2026 Subordinated Dollar Notes") and 6.125%
Senior Subordinated Notes due 2027 (the "2027 Subordinated Notes" and, together
with the 2024 Subordinated Sterling Notes, the 2025 Subordinated Notes and the
2026 Subordinated Dollar Notes, the "Existing Subordinated Notes") for newly
issued 12% Cash/PIK Second Lien Secured Notes due 2026 (the "New Notes"). In
connection with the Exchange Offers, the Company is also soliciting consents
(the "Consent Solicitations") from eligible holders of the Existing Subordinated
Notes to amend the indentures governing the Existing Subordinated Notes to
eliminate or modify certain of the covenants, restrictive provisions and events
of default and to remove the existing subsidiary guarantees of the Existing
Subordinated Notes. The Exchange Offers and Consent Solicitations are being made
upon the terms and subject to the conditions set forth in the offering
memorandum, dated June 3, 2020.
The Exchange Offers will only be made (i) to qualified institutional buyers in
the United States pursuant to Rule 144A, (ii) outside the United States pursuant
to Regulation S under the Securities Act of 1933, as amended (the "Securities
Act") and (iii) to institutions where permitted in certain jurisdictions that
can provide certifications and other documentation satisfactory to the Company
that they are "accredited investors" as defined in subparagraphs (a)(1), (2),
(3) or (7) of Rule 501 under the Securities Act. The New Notes have not been
registered under the Securities Act or any securities laws of any jurisdiction,
and may not be offered or sold within the United States or to U.S. persons (as
such terms are defined under the Securities Act) absent an applicable exemption
from registration requirements. The Exchange Offers are not being made to
persons 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. This Current Report on Form 8-K does not constitute an offer to
sell, nor a solicitation of an offer to buy, the New Notes or the Existing
Subordinated Notes in the United States or elsewhere.
On June 3, 2020, the Company issued a press release announcing that it has
commenced the Exchange Offers and the Consent Solicitations. The full text of
the press release is incorporated herein by reference as Exhibit 99.2 to this
Current Report on Form 8-K.
In addition, attached as Exhibit 99.3 are certain additional disclosures
provided to investors in connection with the Exchange Offers.
The information in this Form 8-K under Items 2.02 and 7.01, including Exhibits
99.1, 99.2 and 99.3 hereto, is being furnished pursuant Items 2.02 and 7.01 of
Form 8-K, respectively, 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 of that section, nor shall it be deemed
incorporated by reference in any filing made by the Company under the Securities
Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
This Form 8-K (including the exhibits attached hereto) includes "forward-looking
statements" within the meaning of the federal securities laws. 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 impact of COVID-19, our
liquidity and our preliminary financial results. 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
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 the Company,
the motion picture exhibition industry, and the economy in general, including
the Company'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 the Company's facilities to protect the health and
well-being of the Company's customers and employees; the general volatility of
the capital markets and the market price of the Company'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 the Company 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 filed
with the SEC, and the risks, trends and uncertainties identified in its other
public filings. The Company 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
99.1 Press release, dated June 3, 2020, announcing preliminary estimated
financial results for the quarter ended March 31, 2020.
99.2 Press release, dated June 3, 2020, announcing the commencement of the
exchange offers and the consent solicitations.
99.3 Certain excerpts from the Offering Memorandum, dated June 3, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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