AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC”) announced
today that it has extended the early tender deadline (the “Early
Deadline”) and withdrawal deadline (the “Withdrawal Deadline”) for
its previously announced offers to exchange (the “Exchange Offers”)
its outstanding senior subordinated notes (the “Existing
Subordinated Notes”) for newly issued 12% Cash/PIK Second Lien
Secured Notes due 2026 (the “New Notes”) and related consent
solicitations (the “Consent Solicitations”), upon the terms and
conditions set forth in the Confidential Offering Memorandum dated
June 3, 2020 (the “Offering Memorandum”).
Extension of Early Deadline and Withdrawal Deadline
AMC is extending the Early Deadline and Withdrawal Deadline. The
Early Deadline and Withdrawal Deadline were previously 5:00 p.m.,
New York City time, on June 16, 2020, and will now be 11:59 p.m.,
New York City time, on June 22, 2020, unless further extended. All
references to the Early Deadline and Withdrawal Deadline in the
Offering Memorandum are hereby amended such that the Early Deadline
and Withdrawal Deadline will each be 11:59 p.m., New York City
time, on June 22, 2020, and all corresponding references in the
Offering Memorandum, including the timing of any Early Settlement,
are hereby adjusted accordingly. Therefore, holders who tender
their Existing Subordinated Notes prior to such time will receive
the Early Exchange Consideration. Other than the extension of the
Early Deadline and Withdrawal Deadline described herein, the terms
and conditions of the Exchange Offers and Consent Solicitations
remain as set forth in the Offering Memorandum.
Important Information about the Exchange Offers and Consent
Solicitations
This press release is issued pursuant to Rule 135c under the
Securities Act of 1933, as amended (the "Securities Act"). This
press release is neither an offer to sell nor the solicitation of
an offer to buy the New Notes or any other securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which, or to any person to whom, such an offer, solicitation or
sale is unlawful. The New Notes have not been, and will not be,
registered under the Securities Act or any state securities laws,
or the securities laws of any other jurisdiction an may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The Exchange
Offers, and the offering of the New Notes, are being made only (1)
to persons reasonably believed to be (A) “qualified institutional
buyers” as defined in Rule 144A under the Securities Act or (B)
institutions where permitted in certain jurisdictions that can
provide certifications and other documentation satisfactory to AMC
that they are “accredited investors” as defined in subparagraphs
(a)(1), (2), (3) or (7) of Rule 501 under the Securities Act, in
each case in a private transaction in reliance upon the exemption
from the registration requirements of the Securities Act provided
by Section 4(a)(2) thereof and (2) outside the United States, to
persons other than “U.S. persons” as defined in Rule 902 under the
Securities Act in offshore transactions in compliance with
Regulation S under the Securities Act.
The Exchange Offers and Consent Solicitations are being made
only pursuant to the Offering Memorandum. The Offering Memorandum
and other documents relating to the Exchange Offers and Consent
Solicitations will be distributed only to eligible holders. The
Exchange Offers are not being made to holders of Existing
Subordinated Notes 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. The New Notes have not
been approved or disapproved by any regulatory authority, nor has
any such authority passed upon the accuracy or adequacy of the
Offering Memorandum. None of AMC, the dealer manager, the
solicitation agent, the exchange agent, the information agent or
any trustee (or its agents) of the Existing Subordinated Notes or
the New Notes makes any recommendation as to whether holders of
Existing Subordinated Notes should participate in the Exchange
Offers or consent to the Proposed Amendments.
Holders who desire a copy of the eligibility letter should
contact Global Bondholder Services Corporation, the information
agent for the Exchange Offers and Consent Solicitations, at (866)
470-4300 (U.S. Toll-free). Banks and brokers should call (212)
430-3774. The eligibility letter may also be found here:
https://gbsc-usa.com/eligibility/amc. Global Bondholder Services
Corporation will provide copies of the Offering Memorandum to
eligible holders.
There are no registration rights associated with the New Notes
and AMC has no intention to offer to exchange the New Notes for
notes registered under the Securities Act or to file a registration
statement with respect to the New Notes.
This press release, the Offering Memorandum and any other
documents or materials relating to the Exchange Offers and Consent
Solicitations may only be communicated to persons in the United
Kingdom in circumstances where Section 21 of the Financial Services
and Markets Act 2000 (the "FSMA") does not apply. Accordingly, this
press release and the Offering Memorandum are only for circulation
to (i) persons who are outside the United Kingdom, (ii) investment
professionals falling within Article 19(5) of the FSMA (Financial
Promotion) Order 2005, as amended (the "Order"), (iii) high net
worth entities, and other persons to whom the communication may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order or (iv) persons to whom an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of
the FSMA) in connection with the communication may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to for purposes of this paragraph
as "relevant persons"). The New Notes will only be available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such New Notes will be engaged in only with,
relevant persons. Any person who is not a relevant person should
not act or rely on the Offering Memorandum or any of its contents
and may not participate in the Exchange Offers.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the federal securities laws. 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
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 AMC, the
motion picture exhibition industry, and the economy in general,
including AMC’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 AMC’s facilities to protect the health and well-being
of AMC’s customers and employees; the general volatility of the
capital markets and the market price of AMC’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 AMC 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. AMC 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200616005990/en/
INVESTOR RELATIONS: John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
MEDIA CONTACTS: Ryan Noonan, (913) 213-2183
rnoonan@amctheatres.com
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