AMC Entertainment Holdings, Inc. Announces Proposed Private Offering of USD and GBP Senior Subordinated Notes
March 10 2017 - 5:46PM
Business Wire
AMC Entertainment Holdings, Inc. (NYSE: AMC)(“AMC” or “the
Company”) announced today that it intends to offer, subject to
market and other conditions, $475 million in aggregate principal
amount of dollar-denominated senior subordinated notes due 2027
(the “Dollar Notes”) and an additional £250 million aggregate
principal amount of sterling-denominated 6.375% Senior Subordinated
Notes due 2024 (the “Sterling Notes” and together with the Dollar
Notes, the “Notes”) in a private offering that is exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”). The Sterling Notes will be an additional
issuance of the Company’s existing 6.375% Senior Subordinated Notes
due 2024, that were issued on November 8, 2016.
AMC intends to use the net proceeds from this offering to
finance the acquisition of Nordic Cinema Group Holding AB (the
“Nordic Acquisition”), pay related fees and expenses and to use any
remaining proceeds for general corporate purposes. In the event the
Nordic Acquisition is not completed on or prior to June 30, 2017,
AMC will be required to redeem the Notes at a redemption price
equal to the initial offering price of the Notes plus accrued and
unpaid interest to, but not including, the redemption date.
This press release shall 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 guarantees are being offered
only to persons reasonably believed to be qualified institutional
buyers in reliance on the exemption from registration set forth in
Rule 144A under the Securities Act, and to non-U.S. persons outside
the United States in reliance on the exemption from registration
set forth in Regulation S under the Securities Act. The Notes and
the related guarantees have not been registered under the
Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.
About AMC Theatres
AMC is the largest movie exhibition company in the U.S., in
Europe and throughout the world with 906 theatres and 10,558
screens across the globe, prior to factoring in the Nordic
acquisition.
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,” “prospect,”
“strategy,” “future,” “likely,” “may,” “should,” “believe,”
“continue,” “opportunity,” “potential,” 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 anticipated
acquisition of Nordic are also forward-looking statements,
including management’s statements about the effect of the
acquisition on AMC’s future business, operations and financial
performance, AMC’s ability to successfully integrate the
acquisition into its operations, the anticipated closing date of
the Nordic acquisition, and the source and structure of financing
for the Nordic acquisition, including the consummation of the Notes
offering contemplated herein. These forward-looking statements are
based on information available at the time the statements are made
and/or management’s 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: motion
picture production and performance; AMC’s lack of control over
distributors of films; intense competition in the geographic areas
in which AMC operates; increased use of alternative film delivery
methods or other forms of entertainment; shrinking exclusive
theatrical release windows; international economic, political and
other risks; risks and uncertainties relating to AMC’s significant
indebtedness; limitations on the availability of capital; risks
relating to AMC’s inability to achieve the expected benefits and
performance from its recent acquisitions; AMC’s ability to comply
with a settlement it entered into with the U.S. Department of
Justice pursuant to which it agreed to divest theatres and divest
holdings in National CineMedia, LLC; the failure to obtain the
necessary financing arrangements as set forth in the debt
commitment letters entered in connection with the Nordic
Acquisition, or the failure of the Nordic Acquisition to close for
any other reason, including the failure to receive regulatory
approval; AMC’s ability to refinance its indebtedness on favorable
terms; optimizing AMC’s theatre circuit through construction and
the transformation of its existing theatres may be subject to delay
and unanticipated costs; failures, unavailability or security
breaches of AMC’s information systems; risks relating to
impairment losses and theatre and other closure charges; AMC’s
ability to utilize net operating loss carryforwards to reduce its
future tax liability; review by antitrust authorities in
connection with acquisition opportunities; risks relating to
unexpected costs or unknown liabilities relating to recently
completed acquisitions; risks relating to the incurrence of legal
liability; general political, social and economic conditions
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
Securities and Exchange Commission on March 10, 2017, 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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AMC Entertainment Holdings, Inc.Investor
Relations:John Merriwether,
866-248-3872InvestorRelations@amctheatres.comorMedia
Contact:Ryan Noonan, (913) 213-2183rnoonan@amctheatres.com
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