UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
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Filed by a Party other than the Registrant ¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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AMC
ENTERTAINMENT HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
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appropriate box):
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary
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is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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April 1, 2021
Dear Fellow AMC Shareholders,
The Board of Directors (the “Board”) and management team
of AMC Entertainment Holdings, Inc. thank you for your continued support and enthusiasm for our company. As fellow shareholders, we are
entirely committed to growing our business for the shareholders who are rooting for our success, certainly not to those who would seek
to profit from our demise.
As we emerge from the impact of COVID-19, we believe it is important
to preserve AMC’s strategic flexibility to rebuild our business, bolster liquidity, grow and create shareholder value. The
Board is asking for your vote “FOR” approval of an amendment to our charter to increase the total number of shares of AMC’s
Class A Common Stock for the Company (Proposal 1). The Board and management team fully support this proposal and intend to vote
FOR this proposal.
Without your approval of Proposal 1, our ability to raise incremental
liquidity, grow and prosper could be adversely affected and shareholder value could subsequently be negatively impacted.
Like You, We Only Want to See AMC Succeed,
and That Is Why We Are Seeking Your
Assistance by Voting “FOR” Proposal
1.
AMC Is Well-Positioned to Benefit from the COVID-19 Recovery.
AMC has survived the COVID-19 pandemic that dramatically impacted our
industry in 2020 and continues to do so. We believe we are poised to experience substantial growth as movie-goers emerge from being confined
to their homes for more than a year. COVID-19-related statistics in the U.S. continue to improve, and vaccination distribution programs
are making great progress, with nearly 30% of the U.S. population having received at least one vaccination shot.
Currently, 99% of our U.S. theatres are open, including our largest
markets in New York City and Los Angeles, and our research indicates that there is substantial pent up demand to return to theatres and
experience movies on the big screen—as they were intended to be seen. Importantly, we are excited about the incredible film slate
that our studio partners have lined up, with at least one new blockbuster title expected to be released every week during the second half
of 2021.
At the same time, as we have recently disclosed, we will continue to
face significant challenges, including those associated with our high leverage, cash spend on fixed and other costs and the need for attendance
levels to materially increase from their current low levels. We need the ability to navigate these risks, and our ability to do so will
meaningfully influence the value of our common stock. Although our existing authorized capital will allow us to raise some additional
capital in the short term to bolster liquidity, the failure to authorize additional shares will hamper our ability to respond to challenges,
rebuild our business, bolster liquidity if necessary, grow and create shareholder value.
We urge you to approve an increase to our authorized share capital,
thus enhancing AMC’s ability to rebuild our business, bolster liquidity if necessary, grow and create shareholder value as we emerge
from the impact of COVID-19.
The Board is seeking to increase the number of authorized shares to
provide a long-term benefit for our shareholders. We are requesting this approval because we firmly believe it is in the best interests
of our shareholders—after all, our Board and management team are all shareholders and are incentivized to maximize shareholder value.
We intend to use the increased authorized shares only to the extent that they can be used to benefit our shareholders.
The increased authorized share capital will give us the option to pursue
value accretive strategic options for our shareholders that might include any of the following:
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Debt Reduction and Bolstering of Liquidity - Opportunities could exist to use equity to buy back debt on the open market or
redeem debt, or to swap debt for equity, potentially at a discount to the face value of the debt (which would be especially beneficial
to our shareholders). By reducing our debt, we would also reduce the interest costs associated with such debt, which would in turn free
up capital to invest in growth opportunities that can create value for our shareholders. Our high leverage also creates risk to the value
of our equity. With our high leverage, it is essential that we maintain the flexibility to increase our liquidity.
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Lease Negotiations – An increase in authorized shares would allow AMC to potentially use equity as a component of our
negotiations with landlords, to further amend lease terms for the benefit of our shareholders, thereby increasing shareholder value.
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Pursue attractive growth or business development opportunities – An increase in authorized share capital would allow
AMC to raise additional capital where we find value accretive opportunities, thereby increasing shareholder value. Additional capital
raised could take the form of issuing additional equity, convertible debt or other hybrid financial instruments. Value accretive opportunities
could also be pursued through the use of our equity as currency. However, it is important to note that we would only pursue these opportunities
to the extent that they create value for our shareholders.
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To be clear, any decision to issue additional shares will be based
only on the belief that such action will serve to create or protect long term value for our shareholders.
For the reasons described above a failure to approve an increase
in authorized share capital could have a negative impact on long term shareholder value.
YOUR VOTE “FOR” PROPOSAL 1 IS CRITICAL
For more than 100 years, AMC has delighted movie-goers with an unparalleled
theatrical experience. Since 1920, AMC has been at the forefront of theatrical exhibition innovation, introducing many of the amenities
that have become industry standards and developing a reputation as an industry leader and an iconic destination for movie-goers.
We urge you to vote “FOR” Proposal 1 – an amendment
to our charter to increase the total number of shares of AMC’s Class A Common Stock the Company can issue by 500,000,000 shares
to a total of 1,024,173,073 shares of Class A Common Stock at our upcoming Annual Meeting to be held on May 4, 2021. You will be able
to vote online or by proxy, or in person as described in more detail in our definitive proxy statement filed with the SEC on March 19,
2021.
If you have already submitted a proxy, you may change your vote prior
to the Annual Meeting by voting again using the same materials. Only your latest dated vote counts.
If you have already submitted a proxy by telephone or over the Internet
and you would like to change your vote, please call our proxy solicitor, D.F. King & Co., Inc., at (800) 249-7120, or click on the
original voting link you used to submit your vote from the email you received with the proxy materials (if you hold at Robinhood, look
for an email from Proxydocs.com, and for all other shareholders, check for an email from Proxyvote.com). You can also email D.F. King
& Co., Inc. at AMC@dfking.com.
On behalf of the entire AMC team, I want to thank you for your continued
support and confidence during these challenging times.
Sincerely,
Kevin M. Connor
Senior Vice President, General Counsel & Secretary
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of
the Annual Meeting of stockholders (the “Annual Meeting”) of AMC Entertainment Holdings, Inc. (“AMC” or the “Company”).
This communication does not constitute a solicitation of any vote or approval. In connection with the Annual Meeting, the Company plans
to file with the Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a proxy
statement regarding the business to be conducted at the Annual Meeting. The Company may also file other documents with the SEC regarding
the business to be conducted at the Annual Meeting. This document is not a substitute for the proxy statement or any other document that
may be filed by the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE
SEC IN CONNECTION WITH THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT
TO THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT
THE ANNUAL MEETING.
Stockholders may obtain a free copy of the proxy statement and other
documents the Company files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. The Company
makes available free of charge on its investor relations website at www.investor.amctheatres.com copies of materials it files with, or
furnishes to, the SEC.
Participants in the Solicitation
The Company and its directors, executive officers and certain employees
and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection
with the business to be conducted at the Annual Meeting. Security holders may obtain information regarding the names, affiliations and
interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, which was filed with the SEC on March 12, 2021 (the “2021 Form 10-K”). To the extent the holdings
of the Company’s securities by the Company’s directors and executive officers have changed since the amounts set forth in
the Company’s 2021 Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with
the SEC.
Forward Looking Statements
This communication includes “forward-looking statements”
within the meaning of the federal securities laws. 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 levels and our liquidity. 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 thoseexpressed in or suggested by the forward-looking
statements. These risks, trends, uncertainties and facts include, but are not limited to, risks related to: 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 in AMC seeking an in-court or out-of-court
restructuring of its liabilities; the potential impact of AMC’s existing or potential lease defaults; the impact of the COVID-19
virus on AMC, the motion picture exhibition industry, and the economy in general, including AMC’s response to the COVID-19 virus
related to suspension of operations at theatres, personnel reductions and other cost-cutting measures and measures to maintain necessary
liquidity and increases in expenses relating to precautionary measures at AMC’s facilities to protect the health and well-being
of AMC’s customers and employees; AMC’s significant indebtedness, including its borrowing capacity and its ability to meet
its financial maintenance and other covenants; the manner, timing and amount of benefit AMC receives under the CARES Act or other applicable
governmental benefits and support; the impact of impairment losses; 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 Stubs A-List not meeting anticipated revenue
projections; 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; 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 the Company’s
2021 Form 10-K filed with the SEC, and the risks, trends and uncertainties identified in its 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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