Current Report Filing (8-k)
December 21 2022 - 7:54AM
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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):
December 21, 2022
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. ¨
| Item 7.01 | Regulation FD Disclosure |
AMC participated in discussions with certain
of the Lenders (the “Lenders”) of Cineworld regarding a potential strategic acquisition by AMC, through a consensual plan in Cineworld’s ongoing Chapter 11 cases, including following the announcement in the Cineworld Chapter
11 proceedings that the Cineworld debtors were exploring strategic alternatives. The discussions focused on the acquisition of certain
strategic theatre assets of Cineworld in the United States and Europe, which acquisition would be financed, in part, through the issuance
by AMC of APEs and debt financing provided by the Lenders, and conditioned upon a liability management exercise with respect to certain
indebtedness of AMC. During the course of discussions, the Company did not provide any confidential or non-public information, analyses,
compilations, forecasts, studies or other documents to the Lenders. A definitive agreement with the Lenders has not been reached regarding
the terms of any proposal to be presented to the debtors in the Cineworld cases, and at this time negotiations are not continuing.
While AMC reserves the right to continue to explore the acquisition of value enhancing strategic assets, there can be no assurance that
AMC will resume any discussions with the Lenders or, if it were to do so, that it would be able to agree with Lenders or any other party
as to the terms of a mutually acceptable proposal. The Company has provided this statement pursuant to the terms of non-disclosure agreements
with certain of the Lenders.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
Exhibit
Number |
|
Exhibit
Description |
104 |
|
Cover
Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL
document. |
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: December 21, 2022 |
|
|
|
|
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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