Marquee gets enough consents to amend notes; AMC needs more consents

By Angela McDaniels

Tacoma, Wash., Dec. 15 - AMC Entertainment Inc. had received tenders and consents from the holders of $95,098,000 principal amount, or 29%, of its $325 million of 11% senior subordinated notes due 2016 as of 5 p.m. ET on Dec. 14, according to a company news release.

As of that same time, parent company Marquee Holdings Inc. had received tenders and consents for $215,486,000 principal amount, or 71%, of its $240.8 million of 12% senior discount notes due 2014. The amount tendered has an accreted value of $170,684,306.

Dec. 14 was the consent date in tender offers and consent solicitations that began on Dec. 1.

The companies are soliciting consents to proposed amendments to the indentures governing the notes that would eliminate substantially all of the restrictive covenants, eliminate some events of default and related provisions and reduce the required notice period contained in the optional redemption provisions.

The amount of consents received for the Marquee notes is enough to amend the indenture for those notes. AMC has not yet received enough consents to amend the indenture for its notes, but it waived the condition to its tender offer that the required consents be received.

The purchase price is $1,061 per $1,000 principal amount of 11% notes and $827 per $1,000 principal amount (or $792.09 accreted value) of 12% notes. These amounts include a consent payment of $30 for each note tendered by 5 p.m. ET on Dec. 14.

The companies will also pay accrued interest up to but excluding the settlement date.

The tender offers will expire at midnight ET on Dec. 29.

The companies plan to redeem any notes that remain outstanding once the tender offers are completed. The redemption price will be $1,055 for each $1,000 principal amount of 11% notes and $823.77 per $1,000 principal amount (or $792.09 accreted value) of 12% notes.

AMC said it plans to redeem any leftover 11% notes as soon after Feb. 1 as it can.

The tender offers are contingent on AMC raising at least $600 million of proceeds through an offering of senior subordinated notes due 2020.

The dealer manager and solicitation agent for the tender offers is Goldman Sachs & Co. (800 828-3182 or 212 855-9063). The information agent is Global Bondholder Services Corp. (866 470-4500 or 212 430-3774).

AMC is a theatrical exhibition and entertainment company based in Kansas City, Mo.

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