Item 1.01. Entry Into a Material Definitive Agreement.
Transaction Support Agreement
On July 10, 2020, AMC Entertainment Holdings, Inc. (together
with its subsidiaries, the “Company”) entered into an agreement (the “Transaction Support Agreement”),
relating to a transaction to enhance the Company’s capital structure with certain holders representing a majority of each
series of the Company’s outstanding Existing Subordinated Notes (as defined below) and more than 73% of the aggregate
principal amount of Existing Subordinated Notes (such holders, the “Ad Hoc Group”).
Pursuant to the Transaction Support Agreement, the Company will,
among other things, amend certain terms of its previously announced 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 secured notes, upon the terms and subject to the conditions set forth in the Confidential Offering
Memorandum, dated June 3, 2020 (as amended by the press releases dated June 16, 2020, June 22, 2020 and June 30, 2020 and as may
be further amended or supplemented from time to time, the “Offering Memorandum”), to:
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offer to exchange any and all Existing Subordinated Notes for new 10%/12% Cash/PIK Toggle Second Lien Secured Notes due 2026
(the “New Second Lien Notes”); and
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provide for a $200 million rights offering to holders of its Existing Subordinated Notes participating in the Exchange Offers
to purchase new 10.5% First Lien Secured Notes due 2026 (the “New First Lien Notes”), to be issued by the Company.
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Pursuant to the Transaction Support Agreement, the Ad Hoc Group
has agreed to support the Exchange Offers by tendering all Existing Subordinated Notes held by it into the Exchange Offers and
related consent solicitations (the “Consent Solicitations”) and subscribing for its pro rata share of the New First
Lien Notes rights offering.
The Transaction Support Agreement contains certain representations,
warranties and other agreements by the Company and the Ad Hoc Group. The parties’ obligations thereunder are subject to various
customary conditions set forth therein, including the execution and delivery of definitive documentation for the Exchange Offers
and Consent Solicitation in form satisfactory to the requisite holders within the Ad Hoc Group.
The foregoing descriptions of the Transaction Support Agreement
do not purport to be complete and are qualified in their entirety by reference to the full text of the Transaction Support Agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Backstop Commitment Agreement
On July 10, 2020, the Company entered into a backstop commitment
agreement (the “Backstop Commitment Agreement”) pursuant to which certain members of the Ad Hoc Group (the “Backstop
Parties”) agreed to backstop 100% of the unsubscribed portion of the New First Lien Notes (the “Backstop Amount”).
As consideration for the Backstop Parties’ backstop commitment, the Backstop Parties will be
entitled to receive a cash premium equal to 10% of aggregate principal amount of New First Lien Notes to be issued by the Company,
less the amount of any premiums paid to any holders of Existing Subordinated Notes participating in the rights offering to the
extent such holders exercise their oversubscription rights as described in the Backstop Commitment Agreement, and 5,000,000 shares
of the Company’s Class A common stock. In addition, certain of the initial Backstop Parties will receive a 2% arranger discount.
The Backstop Commitment Agreement contains certain representations,
warranties and other agreements by the Company and the Backstop Parties. The parties’ obligations thereunder are subject
to various customary conditions set forth therein. The Backstop Commitment Agreement includes termination provisions, including,
without limitation, the right of the Backstop Parties to terminate the agreement, if the Exchange Offers and Consent Solicitations
are not consummated by August 1, 2020 (as may be extended under certain circumstances, the “Outside Date”).
The foregoing descriptions of the Backstop Commitment Agreement
do not purport to be complete and are qualified in their entirety by reference to the full text of the Backstop Commitment Agreement,
a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Silver Lake Commitment
On July 10, 2020, the Company entered into a commitment, transaction
support and fee letter (the “Commitment Letter”) with Silver Lake Alpine, L.P. and Silver Lake Alpine (Offshore Master),
L.P. (the “Silver Lake Funds”) pursuant to which the Silver Lake Funds agreed to purchase $100 million of additional
first lien notes of the Company with identical terms to the New First Lien Notes at a cash purchase price 90% of the principal
amount thereof less a 2% arranger discount, and, subject to the closing of the transactions
contemplated by the Transaction Support Agreement (the “Transactions”), agreed to provide their consent, as a holder
of a majority of the Company’s 2.95% Senior Convertible Notes due 2024 (the “Convertible Notes”), to an amendment
to the indenture governing the Convertible Notes that will permit the incurrence of all additional indebtedness of the Company
and its subsidiaries contemplated by the Transactions and an additional $100 million of additional basket availability of first
lien indebtedness which shall be provided under the terms of the New First Lien Notes and the New Second Lien Notes.
The parties’ obligations thereunder are subject to various
conditions set forth therein, including consummation of the Transactions, execution of definitive documentation, accuracy of certain
representations and warranties and payment of fees and expenses. The Commitment Letter contains customary indemnification and confidentiality
obligations.
The foregoing descriptions of the Commitment Letter do not purport
to be complete and are qualified in their entirety by reference to the full text of the Commitment Letter, a copy of which is attached
hereto as Exhibit 10.3 and is incorporated herein by reference.