Item 1.01 Entry into a Material Definitive Agreement
On October 20, 2022, Odeon Finco PLC (the “Issuer”),
a wholly-owned direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect subsidiary of AMC Entertainment Holdings,
Inc. (the “Company”) issued $400,000,000 aggregate principal amount of 12.750% senior secured notes due 2027 (the “Notes”),
at an issue price of 92.00%, pursuant to an indenture, dated as of October 20, 2022 (the “Indenture”), among the Issuer, OCGL,
the other guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and security
agent (the “Offering”).
The proceeds from the Offering, together with
cash on hand, were used to fund the previously announced repayment in full of the existing term loan facilities, with a principal value
of $506 million at June 30, 2022 (based on the currency exchange rates as of such date), made available to OCGL pursuant to the term loan
facility agreement dated February 15, 2021 between, among others, OCGL as borrower, Kroll Agency Services Limited (formerly known as Lucid
Agency Services Limited) as agent and Kroll Trustee Services Limited (formerly known as Lucid Trustee Services Limited) as security agent,
as amended on July 14, 2022 and to pay related fees, costs, premiums and expenses.
The Indenture provides that the Notes are senior
secured obligations of OCGL and are fully and unconditionally guaranteed on a joint and several basis by OCGL and certain subsidiaries
of OCGL (the “OCGL Subsidiaries”). The Notes are also fully and unconditionally guaranteed by the Company, on a standalone
and unsecured basis, pursuant to the terms of a guarantee agreement dated as of October 20, 2022 between the Company and the Trustee (the
“AMC Guarantee”).
The Notes and related guarantees provided by OCGL
and the OCGL Subsidiaries are secured, or will be secured within 60 days of the issue date of the Notes and subject to certain agreed
security principles, on a first-priority basis by (i) a fixed charge or security interest, as applicable, over the shares of the Issuer,
OCGL and certain of the OCGL Subsidiaries; (ii) an assignment of rights held by the Issuer under a proceeds loan agreement between the
Issuer and OCGL with respect to the proceeds of the Offering; (iii) a fixed charge or security interest, as applicable, over certain bank
accounts, intercompany receivables, intellectual property rights and other assets of the Issuer, OCGL and certain of the OCGL Subsidiaries;
and (iv) a floating charge over substantially all other assets of the Issuer, OCGL and certain of the OCGL Subsidiaries. The Company has
not pledged any of its assets to secure the Notes or the related guarantees and the AMC Guarantee does not benefit from any security interest
over the collateral or any other asset.
The Notes bear interest at a rate of 12.750% per
annum, payable semi-annually on May 1 and November 1 of each year, commencing May 1, 2023. The Notes will mature on November 1, 2027.
The Issuer may redeem some or all of the Notes
at any time on or after November 1, 2024, at the redemption prices set forth in the Indenture. In addition, the Issuer may redeem up to
35% of the aggregate principal amount of the Notes using net proceeds from certain equity offerings completed on or prior to November
1, 2024 at a redemption price equal to 112.750% of their aggregate principal amount and accrued and unpaid interest to, but not including,
the date of redemption. The Issuer may redeem some or all of the Notes at any time prior to November 1, 2024 at a redemption price equal
to 100% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable
make-whole premium.
The Indenture contains covenants that limit OCGL
and certain of its subsidiaries’ ability to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii)
create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter
into transactions with its affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective
assets; and (vii) impair the security interest in the collateral. These covenants are subject to a number of important limitations and
exceptions. The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium,
if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.
The foregoing descriptions of the Indenture and
the AMC Guarantee are not intended to be complete and are qualified in their entirety by reference to the Indenture (including the form
of the Notes) and the AMC Guarantee attached hereto as Exhibits 4.1 and 4.2, respectively.