Keeping It Simple

[eastunder]

On December 22, 2022, AMC Entertainment Holdings, Inc. (the “Company” or “AMC”) announced it entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara Capital, LP (the “Investor”), pursuant to which the Company will, subject to the satisfaction of certain closing conditions, (i) sell to the Investor 106,595,106 AMC Preferred Equity Units (“APEs”) for an aggregate purchase price of $75.1 million (the “Forward Purchase APEs”) and (ii) simultaneously purchase from the Investor, on a private basis, $100 million aggregate principal amount of the Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 (the “Exchange Notes”) in exchange for 91,026,191 APEs (together with the Forward Purchase APEs, the “Private Placement APEs”).

In addition, immediately prior to entry into the Forward Purchase Agreement, the Investor confirmed a $34.9 million purchase of 60,000,000 APEs (the “Initial APEs”) under the Company’s at-the-market program (“ATM program”). The sale of the Initial APEs was made, subject to closing, in the ATM program pursuant to the Equity Distribution Agreement, dated September 26, 2022, as amended, and the Company’s shelf registration statement on Form S-3 (File No. 333-266536).

The foregoing transactions reflect a weighted average price of $0.660 per APE unit.

The Company intends to use the net proceeds from the sale of the Initial APEs and the Forward Purchase APEs primarily to further deleverage and/or bolster liquidity.

The obligation of the Company and the Investor to consummate the transactions contemplated by the Forward Purchase Agreement is conditioned upon customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the transaction is expected to close on the business day after the applicable waiting period has expired (“Closing”).



Pursuant to the Forward Purchase Agreement, the Company shall hold a special meeting of the Company’s stockholders (the “Special Meeting”) within 90 days of the date of the Forward Purchase Agreement (the “Special Meeting Date”) for a vote to (A) amend the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of the Company’s Class A common stock (“Common Stock”) to a number at least sufficient to permit the full conversion of the then-outstanding shares of Series A Convertible Participating Preferred Stock into Common Stock, or to such higher number of authorized shares of Common Stock as the Company’s board of directors may determine in its sole discretion and (B) amend the Company’s amended and restated certificate of incorporation to effect a 10 to 1 reverse-stock split of the Common Stock (collectively, the “Charter Amendment”).

The Investor has agreed to vote or cause to be voted the Private Placement APEs and Initial APEs and any additional APEs and Common Stock owned or controlled, either directly or indirectly by the Investor or any of its affiliates, in favor of the Charter Amendment.

The Forward Purchase Agreement contains lock-up restrictions restricting the sale, transfer or other disposition, as applicable, of APEs by the Company and the Investor until the earlier of 90 days after the date of the Forward Purchase Agreement or the Special Meeting Date (the “Lock-Up Period”), provided that the Company may issue APEs in an amount not to exceed $40 million in aggregate net proceeds. In addition, no later than two (2) business days prior to the expiration of the Lock-Up Period, the Company will file a prospectus supplement to its shelf registration statement on Form S-3 (File No. 333-266536) registering the resale of the Private Placement APEs and the Initial APEs.



The Forward Purchase Agreement may be terminated by either party under certain circumstances, including by (i) mutual written consent of the Company and the Investor and (ii) automatically if the Closing does not occur on or prior to 90 days from the date of the Forward Purchase Agreement.



The foregoing is a brief description of the Forward Purchase Agreement and does not purport to be a complete statement of the parties’ rights and obligations under the Forward Purchase Agreement. The foregoing description is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.