New Financing in Connection with Anticipated
Completion of the Acquisition of Odeon & UCI Cinemas Holdings
Limited and Carmike Cinemas, Inc.
AMC Entertainment Holdings, Inc. (“AMC” or “the Company”) today
announced that it intends to offer, subject to market and other
conditions, approximately $900 million aggregate principal amount
of dollar-denominated Senior Subordinated Notes due 2026 and
sterling-denominated Senior Subordinated Notes (together, the
“Notes”) due 2024 through a private offering exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”). The Company also intends to offer
approximately $500 million principal amount dollar-denominated “B”
term loans due 2023 via a new “B” incremental term loan tranche
under its existing credit agreement (the “New Term Loans”).
The net proceeds from the Notes offering, together with the
borrowings under the New Term Loans, cash on hand and other sources
are intended to be used to fund the acquisitions of Odeon & UCI
Cinemas Holdings Limited (“Odeon & UCI”) and Carmike Cinemas,
Inc. (“Carmike”) (NASDAQ: CKEC), repay certain outstanding debt of
Odeon & UCI and fund related transaction fees and expenses.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes or any other
securities, nor will there be any sale of the Notes or any other
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
The Notes and related subsidiary guarantees will be offered and
sold in reliance on an exemption from the registration requirements
provided by Rule 144A under the Securities Act to qualified
institutional buyers and to investors who are non-US persons
outside the United States pursuant to Regulation S under the
Securities Act. None of the Notes and such guarantees have been
registered under the Securities Act or the securities laws of any
state or other jurisdiction, and the Notes and such guarantees may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and the securities laws of any applicable state or
other jurisdiction.
About AMC Entertainment Holdings, Inc.
AMC (NYSE:AMC) is the guest experience leader with 386 locations
and 5,334 screens located primarily in the United States. AMC has
propelled innovation in the theatrical exhibition industry and
continues today by delivering more comfort and convenience,
enhanced food & beverage, greater engagement and loyalty,
premium sight & sound, and targeted programming. AMC operates
the most productive theatres in the country’s top markets,
including No. 1 market share in the top three markets (NY, LA,
Chicago). www.amctheatres.com.
Website Information
This press release, along with other news about AMC, is
available at www.amctheatres.com. We routinely post information
that may be important to investors in the Investor Relations
section of our website, www.investor.amctheatres.com. We use this
website as a means of disclosing material, non-public information
and for complying with our disclosure obligations under Regulation
FD, and we encourage investors to consult that section of our
website regularly for important information about AMC. The
information contained on, or that may be accessed through, our
website is not incorporated by reference into, and is not a part
of, this document. Investors interested in automatically receiving
news and information when posted to our website can also visit
www.investor.amctheatres.com to sign up for E-mail Alerts.
Important Additional Information Regarding the Merger
This communication may be deemed to be solicitation material in
respect of the proposed merger of Carmike Cinemas, Inc. (“Carmike”)
with and into a wholly-owned subsidiary of AMC Entertainment
Holdings, Inc. (“AMC”). In connection with the proposed merger, a
Registration Statement on Form S-4 (the “Registration Statement”)
has been filed with the Securities and Exchange Commission (“SEC”)
containing a prospectus with respect to the AMC Class A common
stock to be issued in the proposed merger and a proxy statement of
Carmike in connection with the proposed merger (the “Proxy
Statement/Prospectus”). The proxy statement of Carmike contained in
the Proxy Statement/Prospectus replaces the definitive proxy
statement which Carmike previously filed with the SEC on May 23,
2016 and mailed to its stockholders on or about May 25, 2016. Each
of AMC and Carmike intends to file other documents with the SEC
regarding the proposed merger. The definitive Proxy
Statement/Prospectus was mailed to stockholders of Carmike on or
about October 13, 2016 and contains important information about the
proposed merger and related matters.
BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, CARMIKE’S
STOCKHOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT AMC OR
CARMIKE HAS FILED OR MAY FILE WITH THE SEC IN CONNECTION WITH THE
PROPOSED MERGER, OR WHICH ARE INCORPORATED BY REFERENCE IN THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Carmike’s stockholders may obtain, free of charge, copies of the
definitive Proxy Statement/Prospectus and Registration Statement
and other relevant documents filed by AMC and Carmike with the SEC,
at the SEC’s website at www.sec.gov. In addition, Carmike’s
stockholders may obtain free copies of the Proxy
Statement/Prospectus and other relevant documents filed by Carmike
with the SEC from Carmike’s website at
http://www.carmikeinvestors.com/.
This communication does not constitute an offer to buy or
exchange, or the solicitation of an offer to sell or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is not
a substitute for any prospectus, proxy statement or any other
document that AMC or Carmike may file with the SEC in connection
with the proposed merger.
Participants in the Solicitation
This communication does not constitute a solicitation of a proxy
from any stockholder with respect to the proposed merger. However,
each of AMC, Carmike and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Carmike’s stockholders with respect to the proposed
merger. More detailed information regarding the identity of these
potential participants, and any direct or indirect interests they
may have in the proposed merger, by security holdings or otherwise,
is set forth in the Proxy Statement/Prospectus. Additional
information concerning AMC’s directors and executive officers is
set forth in the definitive proxy statement filed by AMC with the
SEC on March 15, 2016 and in the Annual Report on Form 10-K filed
by AMC with the SEC on March 8, 2016. These documents are available
to Carmike stockholders free of charge from the SEC’s website at
www.sec.gov and from the investor relations section of AMC’s
website at amctheatres.com. Additional information concerning
Carmike’s directors and executive officers and their ownership of
Carmike common stock is set forth in the proxy statement for
Carmike’s most recent annual meeting of stockholders, which was
filed with the SEC on April 15, 2016 and in the Annual Report on
Form 10-K filed by Carmike with the SEC on February 29, 2016. These
documents are available to Carmike stockholders free of charge from
the SEC’s website at www.sec.gov and from Carmike’s website at
http://www.carmikeinvestors.com/.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“forecast,” “plan,” “estimate,” “will,” “would,” “project,”
“maintain,” “intend,” “expect,” “anticipate,” “strategy,” “future,”
“likely,” “may,” “should,” “believe,” “continue,” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Similarly,
statements made herein and elsewhere regarding the pending
acquisitions of Odeon & UCI and Carmike Cinemas (collectively
“the targets”) and the anticipated financing of the pending
acquisitions are also forward-looking statements, including
statements regarding the anticipated closing date of the
acquisitions, the source and structure of financing, management’s
statements about effect of the acquisitions on AMC’s future
business, operations and financial performance and AMC’s ability to
successfully integrate the targets into its operations. These
forward-looking statements are based on information available at
the time the statements are made and/or managements’ good faith
belief as of that time with respect to future events, and are
subject to risks, trends, uncertainties and other facts that could
cause actual performance or results to differ materially from those
expressed in or suggested by the forward-looking statements. These
risks, trends, uncertainties and facts include, but are not limited
to, risks related to: the parties’ ability to satisfy closing
conditions in the anticipated time frame or at all; obtaining
regulatory approval, including the risk that any approval may be on
terms, or subject to conditions, that are not anticipated;
obtaining the Carmike stockholders approval for the Carmike
transaction; the possibility that these acquisitions do not close,
including in circumstances in which AMC would be obligated to pay a
termination fee or other damages or expenses; related to financing
these transactions, including AMC’s ability to finance the
transactions on acceptable terms and to consummate the financings
described herein; responses of activist stockholders to the
transactions; AMC’s ability to realize expected benefits and
synergies from the acquisitions; AMC’s effective implementation,
and customer acceptance, of its marketing strategies; disruption
from the proposed transactions making it more difficult to maintain
relationships with customers, employees or suppliers; the diversion
of management time on transaction-related issues; the negative
effects of this announcement or the consummation of the proposed
acquisitions on the market price of AMC’s common stock; unexpected
costs, charges or expenses relating to the acquisitions; unknown
liabilities; litigation and/or regulatory actions related to the
proposed transactions; AMC’s significant indebtedness, including
the indebtedness incurred to acquire the targets; execution risks
related to the integration of Starplex Cinemas into our business;
our ability to achieve expected synergies and performance from our
acquisition of Starplex Cinemas; AMC’s ability to utilize net
operating loss carry-forwards to reduce future tax liability;
increased competition in the geographic areas in which we operate
and from alternative film-delivery methods and other forms of
entertainment; continued effectiveness of AMC’s strategic
Initiatives; the impact of shorter theatrical exclusive release
windows; our ability to attract and retain senior executives and
other key personnel; the impact of governmental regulation,
including anti-trust investigations concerning potentially
anticompetitive conduct, including film clearances and
participation in certain joint ventures; unexpected delays and
costs related to our optimization of our theatre circuit; failure,
unavailability or security breaches of our information systems;
operating a business in markets AMC is unfamiliar with; the United
Kingdom’s exit from the European Union; and other business effects,
including the effects of industry, market, economic, political or
regulatory conditions, future exchange or interest rates, changes
in tax laws, regulations, rates and policies; and risks, trends,
uncertainties and other facts discussed in the reports AMC has
filed with the SEC. Should one or more of these risks, trends,
uncertainties or facts materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by the forward-looking
statements contained herein. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date they are made.
Forward-looking statements should not be read as a guarantee of
future performance or results, and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved. For a detailed discussion of risks,
trends and uncertainties facing AMC, see the section entitled “Risk
Factors” in AMC’s Annual Report on Form 10-K, filed with the SEC on
March 8, 2016, and the risks, trends and uncertainties identified
in their other public filings. AMC does not intend, and undertakes
no duty, to update any information contained herein to reflect
future events or circumstances, except as required by applicable
law.
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version on businesswire.com: http://www.businesswire.com/news/home/20161020006721/en/
AMC Entertainment Holdings, Inc.INVESTOR
RELATIONS:John Merriwether,
866-248-3872InvestorRelations@amctheatres.comorMEDIA
CONTACTS:Ryan Noonan, 913-213-2183rnoonan@amctheatres.com
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