AMC gives final results for exchange offers, consents for four series

Chicago, July 27 – AMC Entertainment Holdings, Inc. announced the expiration and final results of its exchange offers and consent solicitations for four series of senior subordinated notes, according to a press release on Monday.

Under the offers, AMC was offering to issue new 10%/12% cash/PIK toggle second-lien secured notes due 2026 in exchange for any and all of the existing notes.

The issuer was also seeking amendments to the indentures governing the existing subordinated notes. Sufficient consents have been received, and the proposed amendments will become operative upon the consummation of the exchange offers.

Detailed results

As of the expiration time of 5 p.m. ET on July 24 the following amounts of existing notes were validly tendered and accepted in the exchange offers:

• £495.82 million, or 99.16%, of the £500 million of 6 3/8% senior subordinated notes due 2024 (Cusip: 151289060) which will be exchanged for non-participating holders, $650 equivalent of new second-lien notes, and, for fully participating holders, at least $725 of new second-lien notes;

• $501,683,000, or 83.61%, of the $600 million of 5¾% senior subordinated notes due 2025 (Cusip: 00165AAH1) which will be exchanged for non-participating holders, $650 of new second-lien notes, and, for fully participating holders, at least $725 of new second-lien notes;

• $539,395,000, or 90.65%, of the $595 million of 5 7/8% senior subordinated notes due 2026 (Cusip: 00165CAB0) which will be exchanged for non-participating holders, $650 of new second-lien notes, and, for fully participating holders, at least $725 of new second-lien notes; and

• $344,283,000, or 72.48%, of the $475 million of 6 1/8% senior subordinated notes due 2027 (Cusip: 00165CAD6) which will be exchanged for non-participating holders, $650 of new second-lien notes, and, for fully participating holders, at least $725 of new second-lien notes.

In each case, the total consideration includes an early participation premium of $20 of new notes per $1,000 principal amount of existing notes tendered for exchange, which will be offered to all participating holders as the early deadline and expiration of the offers are identical.

In the case of the fully participating holders, the $725 minimum exchange consideration assumes that all exchanging holders are also participating holders up to their pro rata share.

The principal amount of new second-lien notes to be issued for each $1,000 or £1,000 principal amount of existing subordinated notes will be based on a formula such that the blended rate of all new second-lien notes issued in the exchange offers will be $725 principal amount per $1,000 principal amount of existing subordinated notes tendered.

Holders will also receive accrued interest.

Settlement is expected on July 31 when $1.46 billion of new second-lien notes will be issued.

Backstop agreement

There was a backstop agreement between AMC and certain holders of the existing subordinated notes dated July 10.

According to the agreement, certain holders of existing subordinated notes had agreed to backstop 100% of the new first-lien notes not otherwise purchased.

As consideration for the their backstop commitment, the backstop parties would have been entitled to receive a cash premium equal to 10% of the total amount of new first-lien notes issued, less the amount of any premiums paid to participating holders to the extent such holders exercise their oversubscription rights, and 5 million shares of the company’s class A common stock. Some of the initial backstop parties will also receive a 2% arranger premium.

Eligible noteholders oversubscribed for the company’s $200 million principal amount of 10½% first-lien secured notes pursuant to the offering memorandum.

As a result, the backstop will not be utilized.

Additionally, under the previously announced commitment letter from July 10 between AMC, Silver Lake Alpine, LP and Silver Lake Alpine (Offshore Master), LP, AMC will also issue $100 million of additional first-lien notes with identical terms to the new first-lien notes.

These will be issued on the settlement date.

Agent

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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