AMC ENTERTAINMENT HOLDINGS,INC. (NYSE:AMC) Files An 8-K Completion of Acquisition or Disposition of Assets

AMC ENTERTAINMENT HOLDINGS,INC. (NYSE:AMC) Files An 8-K Completion of Acquisition or Disposition of Assets

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ITEM 2.01.COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On November30, 2016 (the “Closing Date”), AMC Entertainment
Holdings,Inc. (“AMC”), completed its previously announced
acquisition (the “Acquisition”) of all of the outstanding
equity of Odeon and UCI Cinemas Holdings Limited (“Odeon”) from
Monterey Capital III S..r.l. (the “Seller”) and certain shares
in Odeon and UCI Cinemas Group Limited (“OUCGL”), a subsidiary
of Odeon, from certain Management Shareholders (the “OUCGL
shares”), to that certain Share Purchase Agreement, dated as of
July12, 2016, by and among AMC, AMC (UK) Acquisition Limited,
Seller, Odeon, OUCGL and certain Management Shareholders (the
“Share Purchase Agreement”). Odeon is a leading European cinema
operator with 244 cinemas and 2,243 screens. Odeon operates in
four major markets: United Kingdom, Spain, Italy and Germany; and
three smaller markets: Austria, Portugal and Ireland. The
aggregate purchase price for the Acquisition was 510.1million
($637.6million), consisting of (i)cash in the amount GBP
375.0million (USD$468.8million), (ii)shares of AMC ClassA common
stock valued at GBP 122.2million (USD$152.7million), and
(iii)payment of approximately 12.9million ($16.1million) in
employee incentive costs for the OUCGL shares. In addition, AMC
repaid indebtedness of Odeon of approximately GBP 300million (USD
$375million) and indebtedness of approximately EUR 200million
(USD$212million) as of November30, 2016. All US Dollar amounts
are based on the Euro/USD exchange ratio of 1.06 and a GBP/USD
exchange rate of 1.25 on November29, 2016. The number of shares
of ClassA common stock delivered was 4,536,466 shares, based on
the volume weighted average price of the ClassA common stock over
the twenty consecutive trading days ending three business days
before the Closing Date. The cash portion of the purchase price
was paid from funds obtained from AMC’s financing previously
disclosed on a Form8-K filed on November8, 2016, which disclosure
is incorporated herein by reference.

All shares of ClassA common stock were issued to the Seller.
Subject to certain exceptions, the Seller may not sell any of the
shares for a period of six months after closing and may not sell
in excess of 50% of the shares for a period of twelve months
after closing. Subject to these restrictions and the limitations
set forth in the Share Purchase Agreement, AMC has agreed to
filea registration statement within sixty days of the Closing
Date to allow Seller to resell the shares and has granted certain
other piggy-back registration rights.

The foregoing description of the Share Purchase Agreement and the
transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the Share
Purchase Agreement, a copy of which was filed with the Form8-K
filed with the Securities and Exchange Commission (the “SEC”)
on July13, 2016, which is incorporated by reference herein.

On November 29, 2016, in connection with the Acquisition, AMC
incurred $500.0million of incremental term loans under its Credit
Agreement dated as of April30, 2013 (as amended by that certain
First Amendment to Credit Agreement, dated as of December11,
2015, and that certain Second Amendment to Credit Agreement,
dated as of November8, 2016, the “Senior Secured Credit
Agreement”). CitiBank, N.A., other lenders under the Senior
Secured Credit Agreement 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.

ITEM 2.03.CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT.

The information included in Item2.01 of this Current Report on
Form8-K is incorporated by reference into this Item2.03.

ITEM 3.02.UNREGISTERED SALES OF EQUITY
SECURITIES.

As described under Item2.01 above (the content of which is
incorporated herein by reference), in connection with the closing
of the Acquisition on the Closing Date, AMC issued to the Seller
4,536,466 shares of its ClassA common stock. The shares were
issued to the exemption from registration provided in RegulationS
under the Securities Act of 1933, as amended, (the “Act”) as a
sale to a non-U.S. person and Section4(a)(2) of the Act as a
transaction not involving a public offering to a single,
sophisticated investor.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(a)
Financial Statements of Businesses Acquired

This Current Report includes (i)the audited consolidated
financial statements of Odeon as of and for the year ended
December31, 2015 and (ii)the unaudited condensed consolidated
financial statements of Odeon as of and for the nine months ended
September30, 2016 and 2015, attached hereto as Exhibits99.1 and
99.2, respectively and incorporated herein by reference.

The audited and unaudited consolidated financial statements of
Odeon included in Exhibits99.1 and 99.2 hereto have been prepared
in accordance with UK Accounting Standards, including FRS 102,
The Financial Reporting Standard applicable in the UK and
Republic of Ireland (UK Generally Accepted Accounting Practice)
(“U.K.GAAP”), which differs in certain respects from U.S.
Generally Accepted Accounting Principles (“U.S.GAAP”).

(b)
Pro Forma Financial Information

In addition to the financial statements listed above, this
Current Report includes (i)an unaudited pro forma condensed
combined balance sheet of AMC as of September30, 2016 and
(ii)unaudited pro forma condensed combined statements of
operations of AMC for the year ended December31, 2015, the nine
months ended September30, 2016 and the nine months ended
September30, 2015 and the related notes thereto, attached hereto
as Exhibit99.3, and incorporated herein by reference. The
unaudited pro forma condensed combined balance sheet and
unaudited pro forma condensed combined statements of operations
give effect to the Acquisition, (ii)the related debt financing
(the “Debt Financing”) and (ii)the issuance of shares of the
Company’s ClassA common stock in a private placement to the
Seller (the “Equity Financing” and together with the Debt
Financing, the “Financings”). The unaudited pro forma condensed
combined statements of operations combine the historical
consolidated statements of operations of AMC and Odeon, giving
effect to the Acquisition and Financings as if they had been
completed on January1, 2015. The unaudited pro forma condensed
combined balance sheet as of September30, 2016, combines the
historical consolidated balance sheets of Odeon and AMC, giving
effect to the Acquisition and Financings as if they had occurred
on September30, 2016. The historical consolidated financial
information for Odeon has been adjusted to comply with U.S.GAAP.
The classification of certain items presented by Odeon under
U.K.GAAP has been modified in order to align with the
presentation used by AMC under U.S.GAAP. In addition to the
U.S.GAAP adjustments and the reclassifications, amounts have also
been translated to U.S. Dollars.

(d)
Exhibits


Exhibit Description
2.1 * Share Purchase Agreement dated as of July12, 2016, by and
among AMC Entertainment Holdings,Inc., AMC (UK)
Acquisition Limited, Monterey Capital IIIS.A.R.L., Odeon
and UCI Cinemas Holdings Limited, Odeon and UCI Cinemas
Group Limited and certain Management Shareholders
(incorporated by reference to Exhibit2.1 of AMC
Entertainment Holdings,Inc.’s Form8-K, filed on July13,
2016).
23.1 Consent of KPMGLLP.
99.1 Audited consolidated financial statements of Odeon and
UCI Cinemas Holdings Limited as of and for the year ended
December31, 2015 (incorporated by reference from
Exhibit99.1 to the Company’s Form8-K (File No.1-33892)
filed on October24, 2016).
99.2 Unaudited condensed consolidated financial statements of
Odeon and UCI Cinemas Holdings Limited as of and for the
nine months ended September30, 2016 and 2015
99.3 Unaudited pro forma condensed combined financial
information as of and for the nine months ended
September30, 2016 and 2015 and for the year ended
December31, 2015.


*
Certain schedules and exhibits to this agreement had been
omitted to Item601(b)(2) of RegulationS-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
pending acquisition of Carmike Cinemas,Inc. (“Carmike Cinemas”)
and the completed acquisition of Odeon (collectively, the
“acquisitions”) are also forward-looking statements, including
statements regarding the anticipated closing date of the Carmike
Cinemas acquisition, the source and structure of financing,
management’s statements about effect of the acquisitions on
AMC’s future business, operations and financial performance and
AMC’s 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
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
parties’ ability to satisfy closing conditions in the
anticipated time frame or at all; obtaining regulatory approval
for the Carmike Cinemas acquisition, including the risk that any
approval may be on terms, or subject to conditions, that are not
anticipated; the possibility that the Carmike Cinemas acquisition
does not close, including in circumstances in which AMC would be
obligated to pay a termination fee or other damages or expenses;
related to financing the acquisitions, including AMC’s ability
to finance the acquisitions on acceptable terms; responses of
activist stockholders to the Carmike Cinemas acquisition; AMC’s
ability to realize expected benefits and synergies from the
acquisitions; AMC’s 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 proposed Carmike Cinemas acquisition on the
market price of AMC’s common stock; unexpected costs, charges or
expenses relating to the acquisitions; unknown liabilities;
litigation and/or regulatory actions related to the acquisitions;
AMC’s significant indebtedness, including the indebtedness
incurred to acquire Odeon and Carmike Cinemas; AMC’s ability to
utilize net operating loss carry-forwards to reduce future tax
liability; continued effectiveness of AMC’s 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 Kingdom’s 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 AMC’s Annual Report on Form10-K, filed with the SEC
on March8, 2016, and Forms10-Q filed August1, 2016 and November9,
2016, and 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.



AMC ENTERTAINMENT HOLDINGS,INC.
Date: November30, 2016 By: /s/CRAIG R. RAMSEY Craig R. Ramsey Executive Vice
President and Chief Financial Officer




EXHIBIT INDEX



Exhibit
Description
2.1 * Share Purchase Agreement dated as of July12, 2016, by and
among AMC Entertainment Holdings,Inc., AMC (UK)
Acquisition Limited, Monterey Capital IIIS.A.R.L., Odeon
and UCI Cinemas Holdings Limited, Odeon and UCI Cinemas
Group Limited and certain Management Shareholders
(incorporated by reference to Exhibit2.1 of AMC
Entertainment Holdings,Inc.’s Form8-K, filed on July13,
2016).
23.1 Consent of KPMGLLP.
99.1 Audited consolidated financial statements of Odeon and
UCI Cinemas Holdings Limited as of and for the year ended
December31, 2015 (incorporated by reference from
Exhibit99.1 to the Company’s Form8-K (File No.1-33892)
filed on October24, 2016).
99.2 Unaudited condensed consolidated financial statements of
Odeon and UCI Cinemas Holdings Limited as of and for the
nine months ended September30, 2016 and 2015
99.3 Unaudited pro forma condensed combined financial
information as of and for the nine months ended
September30, 2016 and 2015 and for the year ended
December31, 2015.


*
Certain schedules and exhibits to this agreement had been
omitted to Item601(b)(2) of RegulationS-K and the Registrant
agrees to furnish supplementally to the SEC a copy of any
omitted schedule and/or exhibit upon request.

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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT. ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


About AMC ENTERTAINMENT HOLDINGS, INC. (NYSE:AMC)

AMC Entertainment Holdings, Inc. is a holding company. The Company, through its subsidiaries, including AMC Entertainment Inc. (AMCE), American Multi-Cinema, Inc. (OpCo) and its subsidiaries, is engaged in the theatrical exhibition business. The Company operates through theatrical exhibition operations segment. The Company owns, operates or holds interests in approximately 390 theatres with a total of over 5,420 screens located in the United States. The Company licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. It licenses films on a film-by-film and theatre-by-theatre basis. The Company also offers a range of food and beverage items, which include popcorn; soft drinks; candy; hot dogs; specialty drinks, including premium beers, wine and mixed drinks, and made to order hot foods, including menu choices, such as curly fries, chicken tenders and mozzarella sticks.

AMC ENTERTAINMENT HOLDINGS, INC. (NYSE:AMC) Recent Trading Information

AMC ENTERTAINMENT HOLDINGS, INC. (NYSE:AMC) closed its last trading session down -0.60 at 33.95 with 463,761 shares trading hands.

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