AMC extends early deadline in exchange offers until June 30

By Wendy Van Sickle

Columbus, Ohio, June 22 – AMC Entertainment Holdings, Inc. extended the early deadline and withdrawal deadline of its private exchange offers and related consent solicitations for four series of senior subordinated notes, according to a press release.

The early deadline and withdrawal deadline will now be 11:59 p.m. ET on June 30, pushed back from 11:59 p.m. ET on June 22 and from 5 p.m. ET on June 16.

The early deadline now coincides with the expiry of the offer.

Under the exchange offers, which were announced on June 3, AMC is offering to issue up to $640 million of new 12% cash/PIK second-lien secured notes due 2026 in exchange for the existing subordinated notes.

The following existing notes are included in the exchange offer:

• £500 million of 6 3/8% senior subordinated notes due 2024 (Cusip: 151289060) for an exchange consideration of $655.72 of new notes, equivalent to $531.25 of new notes per $1,000 equivalent of 2024 sterling notes;

• $600 million of 5¾% senior subordinated notes due 2025 (Cusip: 00165AAH1) for an exchange consideration of $521.25 of new notes per $1,000 of existing notes;

• $595 million of 5 7/8% senior subordinated notes due 2026 (Cusip: 00165CAB0) for an exchange consideration of $513.75 of new notes per $1,000 of existing notes; and

• $475 million of 6 1/8% senior subordinated notes due 2027 (Cusip: 00165CAD6) for an exchange consideration of $513.75 of new notes per $1,000 of existing notes.

Holders will also receive accrued interest.

If consents from holders of a majority of each series of existing subordinated notes are obtained in each of the consent solicitations, then the aggregate principal amount of new notes to be issued in the exchange offers will not be subject to the new notes cap and any and all existing subordinated notes validly tendered and not validly withdrawn will be accepted for exchange.

The new notes will be fully and unconditionally guaranteed on a joint and several basis by each of AMC’s subsidiaries that guarantee its obligations under AMC’s senior credit facilities and will be secured by a second-priority lien on substantially all of the tangible and intangible assets owned by AMC and the guarantor subsidiaries that secure obligations under the senior credit facilities. In the event that consents from holders of a majority of each series of existing subordinated notes are received in each of the consent solicitations, the new notes will be subordinated in right of payment to all debt of AMC that is secured by a first-priority lien on the collateral.

AMC said it intends to file its quarterly report for March 31 with the Securities and Exchange Commission at least two business days prior to the early deadline. If that filing is delayed for any reason AMC will extend the early deadline as necessary to allow for there to be at least two business days between the filing and the early deadline.

Final settlement is expected for July 2.

The exchange offers are conditioned on the consent of Silver Lake Group, LLC as beneficial owner of a majority of the principal amount of AMC’s 2.95% senior convertible notes due 2024. To obtain the consent, the company expects to either amend the convertibles to extend their maturity May 1, 2026 and to grant a first-priority lien on the collateral to secure debt thereunder, or exchange the notes for new convertibles that will have identical terms to the existing notes except for the maturity extension and the grant of a first-priority lien on the collateral.

The exchange offers and consent solicitations are not conditioned on the tender of any minimum aggregate principal amount of the existing subordinated notes or the receipt of consents relating to the proposed amendments in any of the consent solicitations.

AMC is soliciting the consents to amend the indentures governing the existing subordinated notes to eliminate or modify some of the covenants, restrictive provisions and events of default and to remove the existing subsidiary guarantees of the existing subordinated notes.

The consents of eligible holders representing at least a majority of the aggregate principal amount of each series of the existing subordinated notes outstanding will be required in order to adopt the proposed amendments to the applicable indenture.

Each eligible holder who validly tenders existing subordinated notes will be deemed to have delivered consents. Eligible holders may not deliver consents without tendering their existing subordinated notes and may not tender their existing subordinated notes without delivering consents.

Global Bondholder Services Corp. (866 470-4300 toll-free, 212 430-3774 for banks and brokers) is the information agent for the exchange offers and consent solicitations.

AMC is a movie exhibition company based in Leawood, Kan.

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