AMC, Marquee complete tender offer, solicitation for 11%, 12% notes

By Jennifer Chiou

New York, Dec. 30 - AMC Entertainment Inc. and Marquee Holdings Inc. announced the close of their tender offer and consent solicitation for AMC's $325 million of 11% senior subordinated notes due 2016 and Marquee's $240.8 million of 12% senior discount notes due 2014.

The tender offers expired at midnight ET on Dec. 29.

The companies did not receive any further tenders after the early deadline of 5 p.m. ET on Dec. 14, when AMC recorded tenders and consents from the holders of $95,098,000, or 29%, of its 11% notes and Marquee tallied tenders and consents for $215,486,000, or 71%, of its 12% discount notes.

As already reported, the amount tendered has an accreted value of $170,684,306.

The companies also intend to redeem any notes that remain outstanding. 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 previously said it plans to redeem any leftover 11% notes as soon after Feb. 1 as it can.

The offer and solicitation began on Dec. 1.

The companies were 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 was enough to amend the indenture for those notes, but AMC had yet to receive enough consents to amend the indenture for its notes. AMC did, however, waive the condition to its tender offer that the required consents be received.

The purchase price was $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 included a consent payment of $30 for each note tendered by 5 p.m. ET on Dec. 14.

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

The tender offers were 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 was Goldman Sachs & Co. (800 828-3182 or 212 855-9063). The information agent was 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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