Item 1.01. Entry Into a Material Definitive Agreement.
New Second Lien Notes Indenture
On July 31, 2020, AMC Entertainment Holdings, Inc. (the “Company”),
in connection with the settlement of its previously announced private offers to exchange (the “Exchange Offers”) any
and all of 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 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due
2026 (the “New Second Lien Notes”), issued approximately $1.46 billion aggregate principal amount of New Second Lien
Notes pursuant to an indenture, dated as of July 31, 2020 (the “New Second Lien Notes Indenture”), among the Company,
the guarantors party thereto and GLAS Trust Company LLC, as trustee (the “New Second Lien Notes Trustee”) and as collateral
agent (the “New Second Lien Notes Collateral Agent”). Pursuant to the Exchange Offers, the aggregate principal amounts
of the Existing Subordinated Notes set forth in the table below were validly tendered and subsequently accepted. Such accepted
Existing Subordinated Notes will be retired and cancelled.
Series of Existing Subordinated Notes
|
|
Total Aggregate Principal Amount Validly Tendered
|
|
|
Percentage of
Outstanding Existing
Subordinated Notes
Validly Tendered
|
|
6.375% Senior Subordinated Notes due 2024
|
|
£
|
496,014,000
|
|
|
|
99.20
|
%
|
5.75% Senior Subordinated Notes due 2025
|
|
$
|
501,683,000
|
|
|
|
83.61
|
%
|
5.875% Senior Subordinated Notes due 2026
|
|
$
|
539,395,000
|
|
|
|
90.65
|
%
|
6.125% Senior Subordinated Notes due 2027
|
|
$
|
344,283,000
|
|
|
|
72.48
|
%
|
The New Second Lien Notes will bear cash interest at a rate
of 10% per annum payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2020. Subject to the limitation
in the next succeeding sentence, interest for the first three interest periods after the issue date may, at the Company’s
option, be paid in PIK interest at a rate of 12% per annum, and thereafter interest shall be payable solely in cash. The Company’s
ability to pay PIK interest with respect to the third interest period after the issue date is subject to certain liquidity thresholds.
For all interest periods after the first three interest periods, interest will be payable solely in cash at a rate of 10% per annum.
The New Second Lien Notes will mature on June 15, 2026.
The New Second Lien Notes will be redeemable at the Company’s
option prior to June 15, 2023, at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest
to, but not including, the date of redemption, plus an applicable make-whole premium. On or after June 15, 2023, the New Second
Lien Notes will be redeemable, in whole or in part, at a redemption prices equal to (i) 106.000% for the twelve-month period beginning
on June 15, 2023; (ii) 103.000% for the twelve-month period beginning on June 15, 2024 and (iii) 100.000% at any time thereafter,
plus accrued and unpaid interest to, but not including the redemption date. If the Company or its restricted subsidiaries sell
assets, under certain circumstances, the Company will be required to apply the net proceeds to redeem the New Second Lien Notes
at a price equal to 100% of the issue price of the New Second Lien Notes, plus accrued and unpaid interest to, but excluding the
redemption date. Upon a Change of Control (as defined in the New Second Lien Notes Indenture), the Company must offer to purchase
the New Second Lien Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding,
the date of purchase.
The Company’s obligations under the New Second Lien
Notes are fully and unconditionally guaranteed on a joint and several basis by each of the Company’s direct or indirect
wholly owned domestic subsidiaries that guarantee obligations under the Company’s First Lien Credit Facilities, First
Lien Notes, New First Lien Notes, Additional Silver Lake First Lien Notes and the Convertible First Lien Notes (in each case,
as defined in the New Second Lien Notes Indenture or herein). The New Second Lien Notes and the related guarantees are
secured on a second-priority basis by substantially all of the Company’s and the guarantors’ tangible and
intangible assets (the “Collateral”) that secure obligations under the First Lien Credit Facilities, First Lien
Notes, New First Lien Notes, Additional Silver Lake First Lien Notes and the Convertible First Lien Notes, including pledges
of the capital stock of certain of the Company’s and the guarantors’ wholly-owned material subsidiaries (but
limited to 65% of the voting stock of any foreign subsidiary), subject to certain exceptions and permitted liens.
The New Second Lien Notes Indenture contains covenants that
restrict the ability of the Company to: incur additional debt or issue certain preferred shares; pay dividends on or make other
distributions in respect of its capital stock or make other restricted payments; make certain investments; or transfer certain
assets; create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all
of its assets; enter into certain transactions with its affiliates; and allow to exist certain restrictions on the ability of its
subsidiaries to pay dividends or make other payments to the Company. The New Second Lien Notes Indenture also contains certain
affirmative covenants and events of default.
The New Second Lien Notes have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state
and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements
of the Securities Act and applicable state securities laws.
The foregoing summary of the New Second Lien Notes Indenture
and New Second Lien Notes does not purport to be complete and is qualified in its entirety by reference to the New Second Lien
Notes Indenture and the form of New Second Lien Note attached hereto as Exhibits 4.1 and 4.2, respectively and are incorporated
herein by reference.
New First Lien Notes Indenture
On July 31, 2020, pursuant to the subscription rights and
oversubscription rights grated to each eligible holder in the Exchange Offers, the Company issued $200 million aggregate
principal amount of 10.500% Senior Secured Notes due 2026 (the “New First Lien Notes”) pursuant to an indenture,
dated as of July 31, 2020 (the “New First Lien Notes Indenture”), by and among the Company, the guarantors party
thereto and GLAS Trust Company LLC, as trustee (the “New First Lien Notes Trustee”) and as collateral agent (the
“New First Lien Notes Collateral Agent”).
The New First Lien Notes will bear interest
at a rate of 10.500% per annum, payable semi-annually on June 15 and December 15, beginning on December 15, 2020. The New First
Lien Notes will mature on April 24, 2026.
The New First Lien Notes will be redeemable at the Company’s
option prior to June 15, 2022, at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest
to, but not including, the date of redemption, plus an applicable make-whole premium. On or after June 15, 2022, the New First
Lien Notes will be redeemable, in whole or in part, at redemption prices equal to (i) 105.250% for the twelve-month period beginning
on June 15, 2022; (ii) 102.625% for the twelve-month period beginning on June 15, 2023 and (iii) 100.000% at any time thereafter,
plus accrued and unpaid interest, if any, to, but not including the redemption date. In addition, at any time on or prior to June
15, 2022, the Company may, subject to certain limitations specified in the New First Lien Notes Indenture, on one or more occasions,
redeem up to 35% of the aggregate principal amount of the New First Lien Notes at a redemption price equal to 110.500% of the aggregate
principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date with the net cash proceeds of certain
equity offerings. If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be required
to use the net proceeds to redeem the New First Lien Notes at a price equal to 100% of the issue price of the New First Lien Notes,
plus accrued and unpaid interest, if any, to, but excluding the redemption date. Upon a Change of Control (as defined in the New
First Lien Notes Indenture), the Company must offer to purchase the New First Lien Notes at a purchase price equal to 101% of the
principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
The Company’s obligations under the New First Lien
Notes are fully and unconditionally guaranteed on a joint and several basis by each of the Company’s direct or indirect
wholly owned domestic subsidiaries that guarantee obligations under the Company’s First Lien Credit Facilities, First
Lien Notes, New Second Lien Notes, Additional Silver Lake First Lien Notes and the Convertible First Lien Notes. The New
First Lien Notes and the related guarantees are secured on a first-priority basis by the Collateral that secure obligations
under the First Lien Credit Facilities, First Lien Notes, New Second Lien Notes, Additional Silver Lake First Lien Notes and
the Convertible First Lien Notes, including pledges of the capital stock of certain of the Company’s and the
guarantors’ wholly-owned material subsidiaries (but limited to 65% of the voting stock of any foreign subsidiary),
subject to certain thresholds, exceptions and permitted liens.
The New First Lien Notes Indenture contains covenants that restrict
the ability of the Company to: incur additional debt or issue certain preferred shares; pay dividends on or make other distributions
in respect of its capital stock or make other restricted payments; make certain investments; or transfer certain assets; create
liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets;
enter into certain transactions with its affiliates; and allow to exist certain restrictions on the ability of its subsidiaries
to pay dividends or make other payments to the Company. The New First Lien Notes Indenture also contains certain affirmative covenants
and events of default.
The New First Lien Notes have not been
registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities
laws.
The foregoing summary of the New First Lien Notes Indenture
and New First Lien Notes does not purport to be complete and is qualified in its entirety by reference to the New First Lien Notes
Indenture and the form of New First Lien Note attached hereto as Exhibits 4.3 and 4.4, respectively, and are incorporated herein
by reference.
Additional Silver Lake First Lien Notes
Indenture
On July 31, 2020, pursuant to the previously announced Commitment
Letter, dated as of July 10, 2020 (the “Commitment Letter”), by and among the Company, Silver Lake Alpine, L.P. and
Silver Lake Alpine (Offshore Master), L.P., the Company issued $100 million aggregate principal amount of 10.500% Senior Secured
Notes due 2026 (the “Additional Silver Lake First Lien Notes”) pursuant to an indenture, dated as of July 31, 2020
(the “Additional Silver Lake First Lien Notes Indenture”), among the Company, the guarantors party thereto and U.S.
Bank National Association, as trustee (the “Additional Silver Lake First Lien Notes Trustee”) and as collateral agent
(the “Additional Silver Lake First Lien Notes Collateral Agent”).
The terms of the Additional Silver Lake First Lien Notes and
Additional Silver Lake First Lien Notes Indenture are substantially identical to the New First Lien Notes and the New First Lien
Notes Indenture. The Company’s obligations under the Additional Silver Lake First Lien Notes are fully and unconditionally
guaranteed on a joint and several basis by each of the Company’s direct or indirect wholly owned domestic subsidiaries that
guarantee obligations under the Company’s First Lien Credit Facilities, First Lien Notes, New First Lien Notes, New Second
Lien Notes and the Convertible First Lien Notes. The Additional Silver Lake First Lien Notes and the related guarantees are secured
on a first-priority basis by the Collateral that secure obligations under the First Lien Credit Facilities, First Lien Notes, New
First Lien Notes, New Second Lien Notes and the Convertible First Lien Notes, including pledges of the capital stock of certain
of the Company’s and the guarantors’ wholly-owned material subsidiaries (but limited to 65% of the voting stock of
any foreign subsidiary), subject to certain thresholds, exceptions and permitted liens.
The Additional Silver Lake First Lien Notes
have not been registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state
securities laws.
The foregoing summary of the Additional Silver Lake First Lien
Notes Indenture and the Additional Silver Lake First Lien Notes does not purport to be complete and is qualified in its entirety
by reference to the Additional Silver Lake First Lien Notes Indenture and the form of Additional Silver Lake First Lien Note attached
hereto as Exhibits 4.5 and 4.6, respectively, and are incorporated herein by reference.
Amended and Restated Convertible Notes Indenture and Amended
and Restated Investment Agreement
On July 31, 2020, the Company (i) entered into an amended
and restated indenture (the “A&R Convertible Notes Indenture”), by and among the Company, the guarantors
party thereto and U.S. Bank National Association, as trustee (the “Convertible Notes Trustee”) and as collateral
agent (the “Convertible Notes Collateral Agent”), which amends and restates the indenture, dated as of September
14, 2018, by and among the Company, the guarantors party thereto and the Convertible Notes Trustee (the “Convertible
Notes Indenture”), governing the Company’s 2.95% Convertible Senior Notes due 2024 (the “Convertible
Notes”) and (ii) issued $600 million aggregate principal amount of 2.95% Convertible Senior Secured Notes due 2026 (the
“Convertible First Lien Notes”) to certain affiliates of Silver Lake Group, L.L.C. (“Silver Lake”)
and certain co-investors in exchange for the outstanding Convertible Notes.
The terms of the Convertible First Lien Notes and the A&R
Convertible Notes Indenture are substantially the same as the Convertible Notes and Convertible Notes Indenture, except that the
(i) maturity date of the Convertible First Lien Notes was extended to May 1, 2026, (ii) a first-priority lien on the Collateral
was granted to secure the Convertible First Lien Notes, (iii) an asset sale covenant was included in the A&R Convertible
Notes Indenture, (iv) the definition of Permitted Indebtedness was revised to permit the incurrence of the New First Lien
Notes, the New Second Lien Notes and the Additional Silver Lake First Lien Notes and to provide for the future incurrence of an
additional $100 million of indebtedness and (v) certain conforming changes giving effect to the amendments listed in (i) through
(iv) were also made.
On July 31, 2020, in connection with the issuance of the Convertible First Lien Notes, the Company, affiliates of Silver Lake and certain
co-investors entered into an amended and restated investment agreement (the "A&R Investment Agreement"), which amends and restates
the investment agreement, dated as of September 14, 2018 (the "Investment Agreement"), by and among the Company and affiliates of Silver
Lake. The terms of the A&R Investment Agreement are substantially the same as the Investment Agreement, but have been revised to contemplate
the exchange of the Convertible Notes for the Convertible First Lien Notes.
The foregoing summary of the A&R Convertible Notes
Indenture, and the Convertible First Lien Notes does not purport to be
complete and is qualified in its entirety by reference to the A&R Convertible Notes Indenture and the form of Convertible
First Lien Note attached hereto as Exhibits 4.7 and 4.8, respectively, and are incorporated herein by reference.
First Lien/Second Lien Intercreditor Agreement
On July 31, 2020, the Company, the guarantors party thereto,
Citicorp North America, Inc., as collateral agent under the First Lien Credit Facilities (the “First Lien Credit Facilities
Collateral Agent”), U.S. Bank National Association, as collateral agent under the First Lien Notes (the “First
Lien Notes Collateral Agent”), the New First Lien Notes Collateral Agent, the New Second Lien Notes Collateral Agent, the
Additional Silver Lake First Lien Notes Collateral Agent and the Convertible First Lien Notes Collateral Agent (together with the
First Lien Credit Facilities Collateral Agent, the First Lien Notes Collateral Agent, the New First Lien Notes Collateral Agent,
the New Second Lien Notes Collateral Agent and the Additional Silver Lake First Lien Notes Collateral Agent, collectively, the “Collateral
Agents”) entered into the First Lien/Second Lien Intercreditor Agreement to govern the relative priorities of the Collateral
Agents and their respective security interests in the Collateral and certain other matters related to the administration of security
interests in the Collateral.
The foregoing summary of the First Lien/Second Lien Intercreditor
Agreement does not purport to be complete and is qualified in its entirety by reference to the First Lien/Second Lien Intercreditor
Agreement attached hereto as Exhibit 10.1 and is incorporated herein by reference.
First Lien Intercreditor Joinder Agreement
On
July 31, 2020, the Company, the guarantors party thereto, the First Lien Credit Facilities Collateral Agent, the
Additional Silver Lake First Lien Notes Collateral Agent, the New First Lien Notes Collateral Agent and the Convertible First
Lien Notes Collateral Agent entered into the Joinder No. 1 to the First Lien Intercreditor Agreement, pursuant to which
the New First Lien Notes Collateral Agent, the Additional Silver Lake First Lien Notes Collateral Agent and the Convertible
First Lien Notes Collateral Agent joined the First Lien Intercreditor Agreement, dated as of April 24, 2020, among the
Company, the guarantors party thereto, the First Lien Credit Facilities Collateral Agent and the First Lien Notes Collateral
Agent, as collateral agents thereunder, and became bound by the First Lien Intercreditor Agreement, which governs the
relative priorities of the Collateral Agents party thereto and their respective security interests in the Collateral and
certain other matters related to the administration of security interests in the Collateral.
The foregoing summary of the Joinder No. 1 to the First Lien
Intercreditor Agreement does not purport to be complete and is qualified in its entirety by reference to the Joinder No. 1 to the
First Lien Intercreditor Agreement attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Supplemental Indentures
On July 27, 2020, the Company entered into (i) a fourth
supplemental indenture (the “2025 Fourth Supplemental Indenture”) to the indenture governing the 2025
Subordinated Notes, (ii) a second supplemental indenture (the “2027 Second Supplemental Indenture”) to the
indenture governing the 2027 Subordinated Notes and (iii) a second supplemental indenture to the indenture governing the 2026
Subordinated Dollar Notes and the 2024 Subordinated Sterling Notes (the “2024/2026 Second Supplemental Indenture”
and together with the 2025 Fourth Supplemental Indenture and 2027 Second Supplemental Indenture, the “Supplemental
Indentures”). The Supplemental Indentures give effect to certain proposed amendments (the “Proposed
Amendments”) to each of the indentures governing the Existing Subordinated Notes. The Proposed Amendments became
effective as of the settlement of the Exchange Offers on July 31, 2020. Each Supplemental Indenture, among other things, (i)
releases the existing subsidiary guarantees of the Existing Subordinated Notes and, (ii) eliminates substantially all of the
restrictive covenants, certain affirmative covenants and certain events of default contained in the indentures governing the
Existing Subordinated Notes, and (iii) makes other conforming changes to internally conform to the Proposed Amendments.
The foregoing summary of the 2025 Fourth Supplemental Indenture,
2027 Second Supplemental Indenture and 2024/2026 Second Supplemental Indenture does not purport to be complete and is qualified
in its entirety by reference to the respective Supplemental Indentures attached hereto as Exhibits 4.9, 4.10 and 4.11, respectively,
and are incorporated herein by reference.
Registration Rights Agreement
On July 31, 2020, pursuant to the previously announced Backstop
Agreement, dated as of July 10, 2020 (the “Backstop Agreement”), between the Company and certain holders of the Existing
Subordinated Notes (the “Backstop Parties”), the Company issued 5,000,000 shares of its Class A common Stock (“Common
Stock”) to the Backstop Parties and entered into a registration rights agreement (the “Registration Rights Agreement”)
with the Backstop Parties with respect to the Common Stock.
Subject to the terms of the Registration Rights Agreement, among
other things, within 20 business days following July 31, 2020, the Company will file a shelf registration statement pursuant to
the Securities Act for the offer and sale of the Common Stock on a continuous or delayed basis pursuant to Rule 415 of the Securities
Act and shall use its reasonable best efforts to cause the registration statement to become effective as promptly as practicable.
The foregoing summary of the Registration Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement attached as Exhibit
4.12 hereto and is incorporated herein by reference.
Eighth Amendment to Credit Agreement
On July 31, 2020, the Company entered into an amendment
to the Company’s exisiting Credit Agreement with Citicorp North America, Inc., as administrative agent
(the “Credit Agreement Amendment”), pursuant to which certain provisions of the Credit Agreement, including
covenants limiting indebtedness, liens, investments, asset sales and restricted payments were amended to match
corresponding provisions under the New First Lien Notes Indenture, the New Second Lien Notes Indenture and the Additional Silver
Lake First Lien Notes Indenture and to ensure that the terms and conditions of the New First Lien Notes, the New Second Lien Notes
and the Additional Silver Lake First Lien Notes (subject to certain exceptions) are not materially more favorable (when taken as
a whole) to the respective noteholders thereof than the terms and conditions of the Credit Agreement (when taken as a whole) are
to the lenders thereunder. Pursuant to the terms of the Credit Agreement Amendment, certain of these provisions will be operative
until the repayment, satisfaction, defeasance or other discharge of the obligations under the New First Lien Notes, the New Second
Lien Notes and the Additional Silver Lake First Lien Notes or an effective amendment of, other consent or waiver with respect to,
or covenant defeasance pursuant to the New First Lien Notes Indenture, the New Second Lien Notes Indenture and the Additional Silver
Lake First Lien Notes Indenture, as a result of which such provisions are of no further force or effect therein.
The foregoing summary of the Credit Agreement Amendment does
not purport to be complete and is qualified in its entirety by reference to the Credit Agreement Amendment attached as Exhibit
10.3 hereto, and is incorporated herein by reference.