Current Report Filing (8-k)
September 15 2020 - 5:25PM
Edgar (US Regulatory)
0001411579
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0001411579
2020-09-14
2020-09-14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 14, 2020
AMC ENTERTAINMENT HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-33892
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26-0303916
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification
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Incorporation)
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Number)
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One AMC Way
11500 Ash Street, Leawood, KS 66211
(Address of principal executive offices,
including zip code)
(913) 213-2000
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A common stock
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AMC
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
As previously disclosed, AMC Entertainment Holdings, Inc.
(the “Company”) exchanged its outstanding $600 million in aggregate principal amount of 2.95% Convertible Senior
Notes due 2024 (the “Convertible Notes”) for a like principal amount of 2.95% Convertible Senior Secured Notes
due 2026 (the “Convertible First Lien Notes Notes”) on July 31, 2020. The Convertible First Lien Notes
are convertible at the option of the holders thereof on the same terms as the Convertible Notes. Prior to the adjustment to the
conversion price described below, upon conversion by a holder thereof, the Company was required to deliver at its election, either
cash, shares of the Company’s Class A common stock (the “Class A Common Stock”) or a combination
of cash and shares of the Company’s Class A Common Stock at a conversion rate of 52.7704 per $1,000 principal amount
of the Convertible First Lien Notes (which represented a conversion price of $18.95 per share).
The indenture governing the Convertible First Lien Notes provides
that, in the event that the conversion price is greater than 120% of the average of the volume-weighted average price of the Company’s
Class A Common Stock for the period of ten consecutive trading days ending on September 14, 2020 (the “Reset
Conversion Price”), the conversion price for the Convertible First Lien Notes shall be adjusted downward to such Reset
Conversion Price. However, this conversion price reset provision is subject to a conversion price floor such that the shares of
the Company’s Class A Common Stock issuable upon conversion of all of the Convertible First Lien Notes would not exceed
30% of the Company’s then outstanding fully-diluted share capital. The volume-weighted average price of the Company’s
Class A Common Stock for the ten consecutive trading days ending on September 14, 2020 was $6.55 and, as a result, the
conversion price reset provision was triggered. Effective as of September 14, 2020, the conversion price for the Convertible
First Lien Notes was adjusted to $13.51, which represents the conversion price that would result in 30% of the Company’s
then outstanding fully-diluted share capital being issued upon conversion in full of the Convertible First Lien Notes. The conversion
price reset provision was only applicable at September 14, 2020 and any future adjustments to the conversion price will be
due to customary anti-dilution adjustments as set forth in the indenture governing the Convertible First Lien Notes. The holders
of the Convertible First Lien Notes may elect to convert the Convertible First Lien Notes at any time and from time to time until
September 15, 2024.
Immediately after giving effect to the conversion price reset,
the aggregate number of shares of our Class A Common Stock issuable upon conversion of the Convertible First Lien Notes is
44,422,860, compared to 31,662,240 shares of our Class A Common Stock issuable upon conversion of the Convertible First Lien
Notes before giving effect to the conversion price reset.
Pursuant to the Stock Repurchase and Cancellation Agreement
(the “Stock Repurchase Agreement”) with Wanda Entertainment America, Inc. (“Wanda”),
dated as of September 14, 2018, and as a result of the adjustment to the conversion price described in the preceding paragraph,
5,666,000 shares of the Company’s Class B Common Stock held by Wanda (the “Forfeiture Shares”) will
be subject to forfeiture and cancellation upon conversion of the Convertible First Lien Notes by the holders thereof. The terms
of the Stock Repurchase Agreement that provide for the forfeiture and cancellation of the Forfeiture Shares were intended to partially
offset the dilution resulting from the conversion price reset provision.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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AMC ENTERTAINMENT HOLDINGS, INC.
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Date: September 15, 2020
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By:
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/s/ Sean D. Goodman
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Sean D. Goodman
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Executive Vice President and
Chief Financial Officer
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AMC Entertainment (NYSE:AMC)
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