Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K under
the heading "Notice of Prepayment of the Odeon Term Loan Facilities" is
incorporated herein by reference.
Item 8.01 Other Events.
Pricing of Notes Offering
On October 14, 2022, AMC Entertainment Holdings, Inc. (the "Company, or "AMC")
issued a press release announcing that Odeon Finco PLC, a wholly-owned direct
subsidiary of Odeon Cinemas Group Limited ("OCGL") and an indirect subsidiary of
the Company, had priced its private offering (the "Offering") of $400.0 million
aggregate principal amount of 12.750% senior secured notes due 2027 (the
"Notes"), at an issue price of 92.00%, in transactions exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act"). The
Offering is expected to close on or around October 20, 2022, subject to
customary closing conditions. A copy of the press release is attached to this
report as Exhibit 99.1 and is incorporated by reference herein.
Notice of Prepayment of the Odeon Term Loan Facilities
The proceeds from the Offering, together with cash on hand, are expected to be
used to fund repayment in full (the "Repayment") of the existing term loan
facilities, with a principal value of $506 million at June 30, 2022 (based on
the currency exchange rates as of such date), made available to OCGL pursuant to
the term loan facility agreement dated February 15, 2021 (the "Odeon Term Loan
Facilities"), between, among others, OCGL as borrower, Kroll Agency Services
Limited (formerly known as Lucid Agency Services Limited) as agent and Kroll
Trustee Services Limited (formerly known as Lucid Trustee Services Limited) as
security agent, as amended on July 14, 2022, and to pay fees, costs, premiums
and expenses in connection with the Offering and the Repayment. Concurrently
with the pricing of the Offering, OCGL issued a notice of prepayment to Kroll
Agency Services Limited (formerly known as Lucid Agency Services Limited) as
agent under the Odeon Term Loan Facilities, of OCGL's intention to complete the
repayment in full of the Odeon Term Loan Facilities on October 20, 2022.
The Notes and related guarantees are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the
Securities Act and outside the United States, only to non-U.S. investors
pursuant to Regulation S. The Notes have not been and will not be registered
under the Securities Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States absent an effective registration
statement or an applicable exemption from registration requirements or in a
transaction not subject to the registration requirements of the Securities Act
or any state securities laws.
Further, the Notes and related guarantees are being offered outside the United
States, only to (i) if resident in a Member State of the European Economic Area,
"qualified investors" within the meaning of Article 2(e) of Regulation
2017/1129/EU and amendments thereto (the "Prospectus Regulation") and any
relevant implementing measure in each Member State of the European Economic Area
and (ii) if resident in the United Kingdom, "qualified investors" within the
meaning of the Prospectus Regulation as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation").
This report shall not constitute an offer to sell or the solicitation of an
offer to buy the Notes or any other securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such an offer,
solicitation or sale would be unlawful.
This report is for informational purposes only and does not constitute and shall
not, in any circumstances, constitute a public offering or an invitation to the
public in connection with any offer within the meaning of the Prospectus
Regulation or the UK Prospectus Regulation. The Offering will be made pursuant
to an exemption under the Prospectus Regulation and the UK Prospectus Regulation
from the requirement to produce a prospectus for offers of securities.
No PRIIPs or UK PRIIPs key information document (KID) for offering or selling
the Notes or otherwise making them available to retail investors in the European
Economic Area or the United Kingdom, respectively, has been prepared.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Press Release, dated October 14, 2022, announcing the pricing of the
Offering
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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