AMC ENTERTAINMENT HOLDINGS,INC. (NYSE:AMC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
6.125% Senior Subordinated Notes due 2027, 6.375% Senior
Subordinated Notes due 2024 and Indentures
On March17, 2017, AMC Entertainment Holdings,Inc. (the
Company), issued $475,000,000 aggregate principal amount
of its 6.125% Senior Subordinated Notes due 2027 (the Dollar
Notes) and 250,000,000 of its 6.375% Senior Subordinated
Notes due 2024 (the Additional Sterling Notes and together
with the Dollar Notes, the Notes). The Additional Sterling
Notes are being offered as additional notes under an indenture
(the Existing Indenture) to which we have previously
issued and have outstanding 250,000,000 aggregate principal
amount of our 6.375% Senior Subordinated Notes due 2024 (the
Outstanding Sterling Notes). The Dollar Notes are being
offered to an indenture, dated as of March17, 2017 among the
Company, the guarantors named therein and U.S. Bank National
Association, as trustee (the New Indenture, and together
with the Existing Indenture, the Indentures). The
Indentures provide that the Notes are general unsecured senior
subordinated obligations of the Company and are fully and
unconditionally guaranteed on a joint and several senior
subordinated unsecured basis by all of the Companys existing and
future subsidiaries that guarantee the Companys other
indebtedness.
The Dollar Notes mature on May15, 2027 and the Additional
Sterling Notes mature on November15, 2024. The Company will pay
interest on the Dollar Notes at 6.125% per annum, semi-annually
in arrears on May15 and November15, commencing on November15,
2017. The Company will pay interest on the Additional Sterling
Notes at 6.375% per annum, semi-annually in arrears on May15 and
November15, commencing on May15, 2017. Interest on the Additional
Sterling Notes will accrue from November8, 2016.
The Company may redeem some or all of the Dollar Notes at any
time on or after May15, 2022, at the redemption prices set forth
in the New Indenture. In addition, the Company may redeem up to
35% of the aggregate principal amount of the Dollar Notes using
net proceeds from certain equity offerings completed on or prior
to May15, 2020 at a redemption price as set forth in the New
Indenture. The Company may redeem some or all of the Dollar Notes
at any time prior to May15, 2022 at a redemption price equal to
50% of their aggregate principal amount and accrued and unpaid
interest to, but not including, the date of redemption, plus an
applicable make-whole premium.
The Company may redeem some or all of the Additional Sterling
Notes at any time on or after November15, 2019, at the redemption
prices set forth in the Existing Indenture. In addition, the
Company may redeem up to 35% of the aggregate principal amount of
the Additional Sterling Notes using net proceeds from certain
equity offerings completed on or prior to November15, 2019 at a
redemption price as set forth in the Existing Indenture. The
Company may redeem some or all of the Additional Sterling Notes
at any time prior to November15, 2019 at a redemption price equal
to 50% of their aggregate principal amount and accrued and unpaid
interest to, but not including, the date of redemption, plus an
applicable make-whole premium.
The Notes are being issued in connection with the pending
acquisition by the Company of Nordic Cinema Group Holding AB (the
Nordic Acquisition). In the event that the Nordic
Acquisition is not completed on or prior to June30, 2017, or if
prior to such date, the Nordic Acquisition is terminated, subject
to certain conditions, the Company will be required to redeem the
Notes at a redemption price equal to the initial offering price
of the Notes plus accrued and unpaid interest to, but not
including, the redemption date.
The Indentures contain covenants that limit the Companys (and its
restricted subsidiaries) ability to, among other things: (i)incur
additional indebtedness, including additional senior
indebtedness; (ii)pay dividends on or make other distributions in
respect of its capital stock; (iii)purchase or redeem capital
stock; (iv)create liens ranking pari passu in right of payment
with or subordinated in right of payment to Notes, (v)enter into
certain transactions with its affiliates; and (vi)merge or
consolidate with other companies or transfer all or substantially
all of its assets. These covenants are subject to a number of
important limitations and exceptions. The Indentures also provide
for events of default, which, if any of them occurs, would permit
or require the principal, premium, if any, interest and any other
monetary obligations on all the then outstanding Notes to be due
and payable immediately.
The foregoing description of the Indentures is not intended to
be complete and is qualified in its entirety by reference to
the Indentures, copies of which are attached as Exhibit4.1
hereto, in the case of the New Indenture, and Exhibit4.1 to the
current report on Form8-K filed on November8, 2016, in the case
of the Existing Indenture, and incorporated herein by
reference.
Registration Rights Agreement
On March17, 2017, in connection with the issuance of the Notes,
the Company entered into a registration rights agreement (the
Registration Rights Agreement) with Citigroup Global
Markets Inc., as representative of the initial purchasers of
the Notes.
Subject to the terms of the Registration Rights Agreement,
among other things, within (i)270 days after the issue date of
the Notes in the case of the Dollar Notes; and (ii)270 days
after the issue date of the Outstanding Sterling Notes in the
case of the Additional Sterling Notes, the Company will file
one or more registration statements to the Securities Act of
1933, as amended, relating to notes (the Exchange Notes)
having substantially identical terms as the Notes as part of
offers to exchange freely tradable Exchange Notes for Notes and
will use its commercially reasonable efforts to cause the
registration statement(s)to become effective within (i)365 days
after the issue date of the Notes in the case of the Dollar
Notes; and (ii)365 days after the issue date of the Outstanding
Sterling Notes in the case of the Additional Sterling Notes.
If the Company fails to meet these requirements, among others,
(such event, a Registration Default) a special interest
rate will accrue on the principal amount of Notes from and
including the date on which such Registration Default shall
occur to the date such Registration Default has been cured.
Special interest will accrue at a rate of $0.192 per week per
$1,000 principal amount of Dollar Notes and special interest
will accrue at a rate of 0.384 per week per 2,000 principal
amount of Additional Sterling Notes.
The foregoing description of the Registration Rights Agreement
is not intended to be complete and is qualified in its entirety
by reference to the Registration Rights Agreement, a copy of
which is attached hereto as Exhibit4.2, and incorporated herein
by reference.
Item 2.03 Creation of a Direct Financial
Obligation
The information set forth in Item 1.01 under the caption 6.125%
Senior Subordinated Notes due 2027, 6.375% Senior Subordinated
Notes due 2024 and Indentures above is incorporated by
reference into this Item 2.03.
Item 9.01Financial Statements and
Exhibits
(d)Exhibits
|
ExhibitNo. |
|
Description |
|
4.1 |
Indenture, dated as of March17, 2017, respecting AMC |
|
|
4.2 |
Registration Rights Agreement, dated March17, 2017, |
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. It operates through theatrical exhibition operations segment. It licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. The Company also offers a range of food and beverage items, which include popcorn; soft drinks; candy; hot dogs; specialty drinks, including beers, wine and mixed drinks, and made to order hot foods, including menu choices, such as curly fries, chicken tenders and mozzarella sticks. It operates over 900 theatres with approximately 10,000 screens globally, including over 661 theatres with approximately 8,200 screens in the United States and over 244 theatres with approximately 2,200 screens in Europe. The Company’s subsidiary also includes Carmike Cinemas, Inc. AMC ENTERTAINMENT HOLDINGS, INC. (NYSE:AMC) Recent Trading Information
AMC ENTERTAINMENT HOLDINGS, INC. (NYSE:AMC) closed its last trading session up +0.40 at 30.60 with 1,015,047 shares trading hands.
