AMC ENTERTAINMENT HOLDINGS, INC. Item 3.02 Unregistered Sales of
The information set forth in Item 8.01 of this Current Report on Form 8-K is
incorporated by reference. The special dividend of the AMC Preferred Equity
Units (as defined below) to holders of the Company's Class A common stock, par
value
Item 3.03 Material Modification to Rights of Security Holders
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On
In accordance with the terms of the Plan and effective upon payment of the
dividend, each restricted stock unit (an "RSU") outstanding under the Plan as of
the close of business on
As amended effective upon payment of the dividend, the Plan (1) provides for a
number of AMC Preferred Equity Units available for future issuance under the
Plan equal to the number of Common Shares available for future issuance
thereunder as of
The foregoing description is qualified in its entirety by reference to the full text of the Fourth Amendment to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
Item 7.01 Regulation FD Disclosure
A copy of the Company's press release announcing the special dividend is attached hereto as Exhibit 99.1. The Company has provided additional information about the AMC Preferred Equity Unit dividend on its website at http://investor.amctheatres.com/stock-information/APE-Dividend-Info, including the AMC Preferred Equity Unit Summary attached hereto as Exhibit 99.2 and an Open Letter to Shareholders attached hereto as Exhibit 99.3.
1
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
Item 8.01 Other Events
On
Each AMC Preferred Equity Unit is a depositary share and represents an interest
in one one-hundredth (1/100th) of a share of Preferred Stock. Each AMC Preferred
Equity Unit is designed to have the same economic and voting rights as a share
of Common Stock, as described herein. The AMC Preferred Equity Units will be
evidenced by a depositary receipt pursuant to a Deposit Agreement (the "Deposit
Agreement") among the Company,
Each AMC Preferred Equity Unit, by virtue of its interest in the underlying Preferred Stock:
• is automatically convertible into one (1) share of Common Stock upon
effectiveness of the Common Stock Amendment (as defined below), subject to any adjustments described in the Certificate of Designations. Upon effectiveness of the Common Stock Amendment, each share of Preferred Stock will convert into one hundred (100) shares of Common Stock and each AMC Preferred Equity Unit in turn will represent an interest in one (1) share of Common Stock and such shares of Common Stock will be distributed upon conversion to holders of the AMC Preferred Equity Units on a one-to-one basis, subject to the terms described in the Deposit Agreement and any adjustments described in the Certificate of Designations;
• participates in any dividends on an as-converted basis;
• votes together with the Common Stock on certain matters, including the Common
Stock Amendment; and
• represents a liquidation value of
Trading of the AMC Preferred Equity Units on the
To provide for the authorization of a sufficient number of authorized and
unissued and unreserved shares of the Common Stock into which the Preferred
Stock (and, by virtue of such conversion, AMC Preferred Equity Units) can
convert in full, the Company may seek to obtain the requisite stockholder
approval, at such time or times as the board of directors in its sole discretion
shall determine, of an amendment to its certificate of incorporation to increase
the number of authorized shares of Common Stock to a number at least sufficient
to permit the full conversion of the then-outstanding shares of Preferred Stock
into Common Stock, or to such higher number of authorized shares of Common Stock
(which may be issued for any purpose) as the Company's Board of Directors may
determine in its sole discretion (the "Common Stock Amendment"). Under
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Once listed on the NYSE, the AMC Preferred Equity Units will be a new issue of securities with no established trading market and may be subject to wide fluctuations in trading price and trading volume, including in response to numerous factors, many of which are beyond the Company's control, such as trading dynamics unrelated to the Company's underlying business, or macro or industry fundamentals. Further, because each AMC Preferred Equity Unit initially represents the right to ultimately receive one (1) share of Common Stock upon effectiveness of the Common Stock Amendment, and is otherwise designed to bear equivalent economic and voting rights as the Common Stock, if a trading market develops in the AMC Preferred Equity Units, the market price of the AMC Preferred Equity Units may be correlated with the market price of the shares of Common Stock. The market prices and trading volume of the shares of Common Stock have recently experienced, and may continue to experience, extreme volatility, which we believe has been widely publicized and with respect to which we refer investors to our public filings. An investment in the AMC Preferred Equity Units is expected to involve the same risks, including those associated with extreme volatility, as an investment in Common Stock.
The Company expects that the AMC Preferred Equity Units will serve as a "currency" to raise additional equity capital to strengthen its balance sheet, including debt repayments, and provide capital for opportunistic and value-enhancing and transformative acquisitions and/or investments. Any dilution caused by future sales of AMC Preferred Equity Units could adversely affect the market price of the AMC Preferred Equity Units and the Common Stock.
The foregoing description of the AMC Preferred Equity Units, Preferred Stock, Certificate of Designations and Deposit Agreement do not purport to be complete, and are qualified in their entirety by reference to the Certificate of Designations and Deposit Agreement attached hereto as Exhibits 3.1 and 4.1 respectively.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Exhibit Description
3.1 Certificate of Designations for the Series A Convertible Participating
Preferred Stock.
4.1 Deposit Agreement among AMC Entertainment Holdings, Inc. ,
Computershare Inc. and Computershare Trust Company, N.A. , dated as of
August 4, 2022 .
4.2 Form of Depositary Receipt (included as part of Exhibit 4.1).
10.1 Fourth Amendment to the AMC Entertainment Holdings, Inc. 2013 Equity
Incentive Plan, effective as of August 15, 2022 .
99.1 Press Release, dated August 4, 2022 , related to the special dividend
of AMC Preferred Equity Units.
99.2 AMC Preferred Equity Unit Summary, dated August 4, 2022 .
99.3 Open Letter to Shareholders, dated August 4, 2022 .
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