AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or the
“Company”) today announced that to further bolster its cash
reserves, AMC filed a shelf registration today with the U.S.
Securities and Exchange Commission to permit the issuance and sale
of up to 43 million shares of the Company’s Class A Common Stock
from time to time through an “at-the-market” equity offering
program.
Additionally, and importantly, AMC also announced today that its
Board of Directors will no longer seek stockholder approval to
amend its charter to increase by 500 million the total number of
authorized shares (“Proposal 1”) at AMC’s annual meeting.
Adam Aron, CEO and President of AMC said, “We have previously
pointed out that the sale of up to 43 million AMC shares, the
currently available amount for possible issuance under a previous
shareholder authorization, should more than satisfy AMC’s liquidity
needs for 2021. This assumes an expected recovery in the patronage
of movie theatres in the second half of this year. In asking AMC
shareholders to vote on approving another 500 million authorized
shares, we noted that our goal was to increase longer term
optionality and flexibility for AMC, but that we had no intention
of actually issuing any of those 500 million shares in the
immediate term.”
Aron continued, “We believe our shareholders will appreciate and
benefit from our bolstering AMC’s cash reserves with the potential
sale of up to 43 million shares as detailed in an S-3 filing today.
However, as to the request for 500 million further shares to be
authorized, many of our stockholders are telling us to wait. It is
important to listen to these owners of our company, and that’s
exactly what we are going to do. Accordingly, we will not vote on
Proposal 1 at our May 4 Annual Meeting of Shareholders. With a long
term view, we continue to believe that this proposal would be
beneficial to AMC and to our shareholders, and we are likely to
revisit a proposal to increase the number of authorized shares at
some point in the future.”
The annual meeting remains scheduled for Tuesday, May 4, 2021 at
2:00 p.m. (Central Time) at the AMC Theatre Support Center, One AMC
Way, 11500 Ash Street, Leawood, Kansas 66211 at which time AMC will
process the vote on the balance of Company’s proposals. The Board
continues to recommend a “FOR” vote for all proposals.
This press release is for informational purposes only and it
does not represent an offer to sell or the solicitation of an offer
to buy any of the Company’s Class A Common Stock. There will be no
sale of Class A Common Stock in any jurisdiction in which one would
be unlawful.
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 has filed with the SEC and has mailed or otherwise provided
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 AND ANY SUPPLEMENTS THERETO
IN ITS ENTIRETY 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 any potential offering, 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 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: 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 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.
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, web site 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.
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INVESTOR RELATIONS: John Merriwether, (866) 248-3872
InvestorRelations@amctheatres.com
MEDIA CONTACTS: Ryan Noonan, (913) 213-2183
rnoonan@amctheatres.com
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