Current Report Filing (8-k)
March 09 2023 - 5:02PM
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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):
March 9, 2023
AMC
ENTERTAINMENT HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-33892 |
|
26-0303916 |
(State
or Other Jurisdiction of |
|
(Commission
File Number) |
|
(IRS
Employer Identification |
Incorporation) |
|
|
|
Number) |
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 |
|
Trading
Symbol |
|
Name
of each exchange on which
registered |
Class
A common stock |
|
AMC |
|
New
York Stock Exchange |
AMC Preferred Equity Units, each constituting a depositary share representing a 1/100th interest in a share of Series A Convertible Participating
Preferred Stock |
|
APE |
|
New York Stock Exchange |
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. ¨
As previously announced, on February 7, 2023,
AMC Entertainment Holdings, Inc. (the “Company”) issued to Antara Capital LP (the “Investor”) 197,621,297
AMC Preferred Equity Units pursuant to the terms of that certain forward purchase agreement (the “Forward Purchase Agreement”),
dated as of December 22, 2022 by and between the Company and the Investor. The issuance of the AMC Preferred Equity Units was made
in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Pursuant to the terms and conditions of the Forward
Purchase Agreement, the Company agreed to file a prospectus supplement (the “Prospectus”) to its shelf registration statement
on Form S-3 (File No. 333-266536) to register the resale of certain AMC Preferred Equity Units held by the Investor, including
those issued pursuant to the terms of the Forward Purchase Agreement. The Company will not receive any proceeds from the sale of AMC Preferred
Equity Units by the Investor pursuant to the Prospectus.
A copy of the opinion of Weil, Gotshal &
Manges LLP, relating to the validity of the AMC Preferred Equity Units registered pursuant to the Prospectus is filed with this Current
Report on Form 8-K as Exhibit 5.1.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
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.
Date: March 9, 2023 |
AMC ENTERTAINMENT HOLDINGS, INC. |
|
|
|
By: |
/s/ Sean D. Goodman |
|
|
Name: Sean D. Goodman |
|
|
Title: Executive Vice President and Chief Financial Officer |
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