- Shareholders Approved Share Increase Proposal voting 88% In
Favor
- Shareholders Approved Reverse Split Proposal voting 87% In
Favor
AMC Entertainment Holdings, Inc. (NYSE: AMC and APE) (“AMC” or
“the Company”), the largest theatrical exhibition company in the
world, announced today that its shareholders approved both the
Share Increase Proposal and the Reverse Split Proposal at its
Special Meeting of Stockholders held today, March 14, 2023.
Commenting on the results, Adam Aron, AMC Entertainment Chairman
and CEO said, “AMC’s shareholders exercised their rights today to
have their voices be heard. They voted resoundingly in favor of
proposals that we believe are crucial to AMC’s future. Shareholders
overwhelmingly approved combining AMC common shares and APE units,
with total votes 87% in favor, while significantly increasing the
capacity to issue additional common shares, with total votes 88% in
favor. If implemented, AMC should have an ability to raise a
significant amount of equity capital in the months and years ahead.
Winning these shareholder votes by such a lopsided margin is a
powerful vote of confidence to allow AMC to raise equity capital,
reduce debt, strengthen our balance sheet and continue our
transformation.”
Aron continued, “As we reported in late February, there is
litigation in the Delaware Court of Chancery surrounding the
shareholder vote. We cannot implement the effects of this
successful shareholder vote until a court ruling on that
litigation. A court hearing on that litigation has been set for
April 27, 2023, and we will continue to vigorously defend our
position and seek to implement the will of our stockholders as
expressed in these votes.”
Aron concluded, “Speaking both personally and for the Board and
management of AMC Entertainment, I would like to thank our
participating stockholders for their support of AMC and for their
good judgment in the votes that were reported today. You gave us
the tools we need to continue to fight the good fight on your
behalf.”
A total of 182,342,728 out of 517,580,416 eligible shares of the
Company’s Class A common stock (“Common Stock”) were present in
person or represented by proxy at the Special Meeting, and a total
of 182,342,728 shares of Common Stock were voted after excluding
broker non-votes.
A total of 583,297,321 out of 929,849,612 eligible AMC Preferred
Equity Units (“APEs”), each constituting a depositary share
representing 1/100th interest in a share of the Company’s Series A
Convertible Participating Preferred Stock (the “Series A Preferred
Stock”), were present in person or represented by proxy at the
Special Meeting. All shares of Series A Preferred Stock held by
Computershare Inc. and Computershare Trust Company, N.A. jointly as
Depositary (the “Depositary”) representing 929,849,612 votes were
present and were voted pursuant to specific instructions by APEs at
the Special Meeting or proportionally pursuant to the terms of the
deposit agreement (the “Deposit Agreement”) governing the APEs.
Stockholders voted in favor of each proposal, as follows:
Proposal 1: Share Increase
Proposal
The Share Increase Proposal was approved.
Type of Securities
For
Against
Abstain
Broker Non-Votes
Common Stock
132,182,944
47,356,993
2,802,791
0
Preferred Stock:
APEs(1)
530,779,405
48,317,581
4,200,335
Depositary Proportional Votes(2)
315,350,015
28,706,747
2,495,529
Total Preferred Stock
846,129,420
77,024,328
6,695,864
Total
978,312,364
124,381,321
9,498,655
0
__________________
(1) Represents votes by the Depositary as
holder of Series A Preferred Stock pursuant to specific
instructions by holders of APEs.
(2) Represents votes by the Depositary as
holder of Series A Preferred Stock in proportion to APE
instructions pursuant to terms of the Deposit Agreement.
Proposal 2: Reverse Split
Proposal
The Reverse Split Proposal was approved.
Type of Securities
For
Against
Abstain
Broker Non-Votes
Common Stock
128,344,709
51,388,638
2,609,383
0
Preferred Stock:
APEs(1)
528,679,900
50,542,176
4,075,245
Depositary Proportional Votes(2)
314,102,644
30,028,437
2,421,210
Total Preferred Stock
842,782,544
80,570,613
6,496,455
Total
971,127,253
131,959,251
9,105,838
0
__________________
(1) Represents votes by the Depositary as
holder of Series A Preferred Stock pursuant to specific
instructions by holders of APEs.
(2) Represents votes by the Depositary as
holder of Series A Preferred Stock in proportion to APE
instructions pursuant to terms of the Deposit Agreement.
Proposal 3: Adjournment
Proposal
As sufficient shares of Common Stock and Series A Preferred
Stock were voted in favor of the Share Increase and Reverse Split
Proposals, the Adjournment Proposal vote was not necessary at the
Special Meeting. However, based on proxies received, tabulation for
this proposal would have been as follows:
Type of Securities
For
Against
Abstain
Broker Non-Votes
Common Stock
127,895,117
50,231,454
4,216,158
0
Preferred Stock:
APEs(1)
528,525,708
49,181,216
5,590,397
Depositary Proportional Votes(2)
314,011,034
29,219,855
3,321,402
Total Preferred Stock
842,536,742
78,401,071
8,911,799
Total
970,431,859
128,632,525
13,127,957
0
__________________
(1) Represents votes by the Depositary as
holder of Series A Preferred Stock pursuant to specific
instructions by holders of APEs.
(2) Represents votes by the Depositary as
holder of Series A Preferred Stock in proportion to APE
instructions pursuant to terms of the Deposit Agreement.
As previously disclosed, on February 27, 2023, in connection
with litigation instituted by purported stockholders of the
Company, the Delaware Court of Chancery entered a status quo order
that (i) allowed the vote on the Charter Amendment Proposals at the
Special Meeting to proceed, but precludes the Company from
implementing the Charter Amendment Proposals pending a ruling by
the court on the plaintiffs’ to-be-filed preliminary injunction
motion, and (ii) scheduled a hearing on the plaintiffs’ to-be-filed
preliminary injunction motion for April 27, 2023.
About AMC Entertainment Holdings, Inc.
AMC is the largest movie exhibition company in the United
States, the largest in Europe, and the largest throughout the world
with approximately 950 theatres and 10,500 screens across the
globe. AMC has propelled innovation in the exhibition industry by:
deploying its Signature power-recliner seats; delivering enhanced
food and beverage choices; generating greater guest engagement
through its loyalty and subscription programs, website, and mobile
apps; offering premium large format experiences and playing a wide
variety of content including the latest Hollywood releases and
independent programming. For more information, visit
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 email alerts.
Forward Looking Statements
This communication includes “forward-looking statements” within
the meaning of the federal securities laws, including the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. In many cases, these forward-looking statements may be
identified by the use of words such as “will,” “may,” “could,”
“would,” “should,” “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “indicates,” “projects,” “goals,”
“objectives,” “targets,” “predicts,” “plans,” “seeks,” and
variations of these words and similar expressions. Examples of
forward-looking statements include statements we make regarding the
impact of COVID_19, future attendance and box office levels, our
liquidity, and the potential conversion of APEs into shares of
Common Stock. Any forward-looking statement speaks only as of the
date on which it is made. These forward-looking statements may
include, among other things, statements related to AMC’s current
expectations regarding the performance of its business, financial
results, liquidity and capital resources, and the impact to its
business and financial condition of, and measures being taken in
response to, the COVID-19 virus, and 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: the risk that the
approvals from AMC’s stockholders obtained at AMC’s special meeting
are not able to be implemented; on February 20, 2023, stockholders
commenced litigation seeking to prevent the conversion of AMC
Preferred Equity Units into common stock without separate common
stock class approval at the Special Meeting, which will delay and
if successful (or if additional litigation is commenced and
successful) could prevent the conversion of the AMC Preferred
Equity Units into common stock, impede our ability to raise
additional funds and materially and adversely impact market prices
and the value of the AMC Preferred Equity Units and common stock;
the risks and uncertainties relating to the sufficiency of AMC’s
existing cash and cash equivalents and available borrowing
capacity; AMC’s ability to obtain additional liquidity, which if
not realized or insufficient to generate the material amounts of
additional liquidity that will be required unless it is able to
achieve more normalized levels of operating revenues, likely would
result with AMC seeking an in-court or out-of-court restructuring
of its liabilities; the impact of the COVID-19 virus on AMC, the
motion picture exhibition industry, and the economy in general; the
seasonality of AMC’s revenue and working capital; the continued
recovery of the North American and international box office; AMC’s
significant indebtedness, including its borrowing capacity and its
ability to meet its financial maintenance and other covenants;
AMC’s ability to achieve expected synergies, benefits and
performance from its strategic initiatives; 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 window; AMC’s ability to optimize its theatre circuit;
general and international economic, political, regulatory and other
risks; limitations on the availability of capital; AMC’s ability to
refinance its indebtedness on favorable terms; availability of
financing upon favorable terms or at all; risks relating to
impairment losses, including with respect to goodwill and other
intangibles, and theatre and other closure charges; AMC’s ability
to recognize interest deduction carryforwards, net operating loss
carryforwards, and other tax attributes to reduce future tax
liability; supply chain disruptions, labor shortages, increased
cost and inflation; and other factors 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 Form 10-K for the
year ended December 31, 2022, as filed with the SEC, and the risks,
trends and uncertainties identified in AMC’s 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.
Category: Company Release
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INVESTOR RELATIONS: John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
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