AMC ENTERTAINMENT HOLDINGS,INC. (NYSE:AMC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01.Completion of Acquisition or Disposition of
Assets.
On December21, 2016 (the Closing Date), AMC Entertainment
Holdings,Inc. (AMC), completed its previously announced
acquisition (the Acquisition) of Carmike Cinemas,Inc. (Carmike)
through the merger of Congress Merger Subsidiary,Inc., a
wholly-owned indirect subsidiary of AMC (Merger Subsidiary), with
and into Carmike, to the terms of the Amended and Restated
Agreement and Plan of Merger (the Merger Agreement), dated
July24, 2016, among AMC, Merger Subsidiary, and Carmike. As a
result of the merger, AMC indirectly owns 50% of the voting
securities of Carmike, and Carmike, as the surviving corporation,
is a wholly-owned, indirect subsidiary of AMC.
to the terms of the Merger Agreement, at the effective time of
the merger, each share of Carmike common stock, par value $0.03
per share, issued and outstanding immediately prior to the
effective time (other than Carmike shares owned by AMC, Merger
Subsidiary or Carmike or held by stockholders that have properly
demanded appraisal for such shares in accordance with Delaware
law) was converted into the right to receive either (i)$33.06 per
share in cash, without interest (the Cash Consideration) or
(ii)1.0819 shares of AMC ClassA common stock (the Stock
Consideration and together with the Cash Consideration, the Per
Share Merger Consideration), as elected to and as provided in the
Merger Agreement (the Election), subject to proration so that 70%
of the total shares held by all Carmike stockholders are
converted into cash and 30% of the total shares held by all
Carmike stockholders are converted into shares of AMC ClassA
common stock.
At the effective time of the merger, each Carmike stock option,
share of restricted stock, restricted stock unit and performance
share, became 50% vested, and was cancelled and converted into
the right to receive the Per Share Merger Consideration to the
election and proration procedures described above or, in the case
of stock options that were not exercised, the excess, if any, of
the cash amount of the Per Share Merger Consideration over the
exercise price of such stock option, less any applicable
withholding taxes. Performance shares were paid based on actual
results for each performance period completed prior to closing or
at target for all incomplete periods.
The final results of the Election (taking into account registered
holders of Carmike common stock, holders of Carmike common stock
acquired to Carmikes Employee Stock Purchase Plan and/or held in
a Carmike managed brokerage account and holders of Carmike equity
awards) are as follows:
Holders of approximately 91.1% of outstanding shares of Carmike
common stock, or 23,006,194 shares of Carmike common stock,
elected to receive the Stock Consideration;
Holders of approximately 4.9% of outstanding shares of Carmike
common stock, or 1,230,343 shares of Carmike common stock,
elected to receive the Cash Consideration; and
Holders of approximately 4.0% of shares of Carmike common stock,
or 996,848 shares of Carmike common stock, made no election.
The total number of shares of Carmike common stock and Carmike
equity awards that elected to receive the Stock Consideration
exceeded 30% of the total shares held by all Carmike stockholders
and equity award holders; therefore shares of Carmike common
stock and equity awards for which a stock election was made will
be prorated to the terms of the Merger Agreement. As a result of
proration, Carmike stockholders and equity award holders that
elected to receive the Stock Consideration will receive the Stock
Consideration with respect to approximately 32.9% of those shares
or equity awards so elected and will receive the Cash
Consideration with respect to the remaining 67.1% of those shares
or equity awards so elected. Carmike stockholders and equity
award holders electing to receive the Cash Consideration and
Carmike stockholders and equity award holders that that did not
make a valid election will receive the Cash Consideration in
exchange for all of their shares of Carmike common stock and
equity awards. No fractional shares of AMC ClassA common stock
are being issued, and cash is being paid in lieu thereof based on
a value of $32.0668 per share of AMC ClassA common stock.
AMC will issue a total of 8,189,808 shares of AMC class A common
stock for the Stock Consideration and pay an aggregate of
$584,290,784 for the Cash Consideration (including cash in lieu
of fractional shares). The cash will be funded from a combination
of cash on hand, funds obtained from AMCs financing (previously
disclosed on a Form8-K filed on November8, 2016, which disclosure
is incorporated herein by reference) and a $350 million bridge
loan agreement, among AMC, the lenders party thereto, Citicorp
North America,Inc., as administrative agent, and Citigroup Global
Markets Inc., Merrill Lynch, Pierce, Fenner and Smith
Incorporated, Barclays Bank PLC, Credit Suisse Securities (USA)
LLC, and HSBC Securities (USA),Inc., as joint lead arrangers and
joint bookrunners. The joint lead arrangers or their affiliates
from time to time have provided in the past and may provide in
the future investment banking, commercial lending, and financial
advisory services to AMC and its affiliates in the ordinary
course of business.
Trading in Carmike Common Stock on the Nasdaq Global Market was
halted prior to the open of trading on December21, 2016.
The foregoing description of the Merger Agreement and the
Acquisition does not purport to be complete and is qualified in
its entirety by reference to the full text of the Merger
Agreement, a copy of which is attached as Exhibit2.1 to AMCs
Current Report on Form8-K filed with the Securities and
Exchange Commission (the SEC) on July25, 2016, which is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit |
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Description |
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2.1* |
Amended and Restated Agreement and Plan of Merger dated |
*Certain schedules and exhibits to this agreement had been
omitted to Item 601(b)(2)of Regulation S-K and the Registrant
agrees to furnish supplementally to the SEC a copy of any
omitted schedule and/or exhibit upon request.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING
STATEMENTS
This Current Report on Form8-K includes forward-looking
statements within the meaning of the safe harbor provisions of
the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use
of words such as forecast, plan, estimate, will, would,
project, maintain, intend, expect, anticipate, prospect,
strategy, future, likely, may, should, believe, continue, and
other similar expressions that predict or indicate future
events or trends or that are not statements of historical
matters. Similarly, statements made herein and elsewhere
regarding the acquisitions of Carmike and Odeon UCI Cinemas
Holdings, Ltd (Odeon and collectively, the acquisitions) are
also forward-looking statements, including managements
statements about effect of the acquisitions on AMCs future
business, operations and financial performance and AMCs ability
to successfully integrate the acquisitions into its operations.
These forward-looking statements are based on information
available at the time the statements are made and/or
managements 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 terms of the regulatory approval
of the Carmike acquisition; financing the acquisitions, AMCs
ability to realize expected benefits and synergies from the
acquisitions; AMCs effective implementation, and customer
acceptance, of its marketing strategies; disruption from the
acquisitions making it more difficult to maintain relationships
with customers, employees or suppliers; the diversion of
management time on transaction-related issues; the negative
effects of this announcement or the consummation of the
acquisitions on the market price of AMCs common stock;
unexpected costs, charges or expenses relating to the
acquisitions; unknown liabilities; litigation and/or regulatory
actions related to the acquisitions; AMCs significant
indebtedness, including the indebtedness incurred to acquire
Odeon and Carmike; AMCs ability to utilize net operating loss
carry-forwards to reduce future tax liability; continued
effectiveness of AMCs strategic initiatives; the impact of
governmental regulation, including anti-trust investigations
concerning potentially anticompetitive conduct, including film
clearances and participation in certain joint ventures;
operating a business in markets AMC has limited experience
with; the United Kingdoms exit from the European Union and
other business effects, including the effects of industry,
market, economic, political or regulatory conditions, future
exchange or interest rates, changes in tax laws, regulations,
rates and policies; and risks, trends, uncertainties and other
facts 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 AMCs Annual Report on Form10-K, filed with the SEC on
March8, 2016, and Forms 10-Q filed August1, 2016 and November9,
2016, and the risks identified in the Form8-K filed October24,
2016, 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.
to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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AMC ENTERTAINMENT HOLDINGS,INC. |
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Date: December21, 2016 |
By: |
/s/ Craig R. Ramsey |
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Craig R. Ramsey |
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Executive Vice President and |
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Chief Financial Officer |
EXHIBITINDEX
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Exhibit |
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Description |
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2.1* |
Amended and Restated Agreement and Plan of Merger dated |
*Certain schedules and exhibits to this agreement had been
omitted
About AMC ENTERTAINMENT HOLDINGS, INC. (NYSE:AMC)
AMC Entertainment Holdings, Inc. is a holding company. The Company, through its subsidiaries, AMC Entertainment Inc. (AMCE) and American Multi-Cinema, Inc. (OpCo), is engaged in the theatrical exhibition business. The Company, through its subsidiary, ODEON & UCI Cinemas Holdings Ltd. (ODEON), operates in over seven European countries and operates a theatre chain in the United Kingdom and Ireland, Italy and Spain. Its theatres in the United Kingdom and Ireland operates under the ODEON brand; theatres in Italy, Portugal, Germany and Austria operates under the UCI brand, and theatres in Spain operates under the Cinesa brand. The Company operates approximately 636 theatres with over 7,623 screens across the world. The Company licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. It theatrical exhibition circuit is located in California, Texas, New Jersey, Arizona, Michigan and Massachusetts, among others. AMC ENTERTAINMENT HOLDINGS, INC. (NYSE:AMC) Recent Trading Information
AMC ENTERTAINMENT HOLDINGS, INC. (NYSE:AMC) closed its last trading session up +0.75 at 34.20 with 713,791 shares trading hands.