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Re: lindy1401 post# 120061

Tuesday, 03/21/2023 3:51:01 PM

Tuesday, March 21, 2023 3:51:01 PM

Post# of 142912
For future reference Lindy -
Heres a link to all AMC's filings.

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001411579&type=&dateb=&owner=include&count=40&search_text=

Some of it is a mismash to read but you do get in a place where most of it will be clear as you read it or become more clear.

You also asked

Do they combine them again...AMC/APE and then RS or RS both first then combine?



Forgive me for the LONG POST! :)

Looking at this filing on the proxy they explain it here... Page 3 of the question and answers portion;

Aside from them having to wait after approval because of the lawsuit - I think its still current in the planning. We now know everything was a yes vote so take that into account as you read it and know its just a waiting game right now on the lawsuit.

I hope this help's!

https://www.sec.gov/Archives/edgar/data/1411579/000110465923020458/tm232700-2_def14a.htm

What is the effect of the Charter Amendment Proposals on the Common Stock?

If the Reverse Stock Split is approved and implemented, every 10 shares of issued and outstanding Common Stock you own will be automatically converted into one share of Common Stock.

On an aggregate basis, the number of our outstanding shares of Common Stock as of February 8, 2023, the record date for the Special Meeting, would decrease from 517,580,416 to approximately 51,758,042 shares of Common Stock. In addition if the Charter Amendment Proposals are approved, 9,298,497 shares of Series A Preferred Stock (represented by 929,849,612 APEs), as of the record date, will convert into 92,984,970 shares of Common Stock, resulting in a combined total of approximately 144,743,012 shares of Common Stock. Subject to the approval of the Share Increase Proposal, our total number of shares of Common Stock authorized for issuance would be 550,000,000 shares of Common Stock.

No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split.

Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. Stockholders holding Common Stock in “street name” through a bank, broker, or other nominee should note that such banks, brokers, or other nominees may have different procedures for processing the Reverse Stock Split and making payment for fractional shares than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker, or other nominee and if you have questions in this regard, you are encouraged to contact such bank, broker or nominee.

Will the new Common Stock be issued under a new CUSIP?

Yes. If the Reverse Stock Split is approved and implemented, every 10 shares of issued and outstanding Common Stock you own will be automatically converted into one share of Common Stock issued under a new CUSIP, and new shares of Common Stock issued upon conversion of Series A Preferred Stock and APEs will be also issued under that same new CUSIP.

What is the effect of the Charter Amendment Proposals on the Series A Preferred Stock and APEs?

Each APE currently represents 1/100th of a share of Series A Preferred Stock. Each share of Series A Preferred Stock in turn is currently, subject to the terms thereof, convertible into 100 shares of Common Stock and is entitled to vote on the same basis as 100 shares of Common Stock. Accordingly, 1/100th of a share of Series A Preferred Stock is currently entitled to one vote (equating to one vote per APE). As of February 8, 2023, 9,298,497 shares of Series A Preferred Stock were outstanding, of which all 9,298,497 shares were represented by 929,849,612 APEs.

Each of the Share Increase Proposal and the Reverse Split Proposal is cross-conditioned on the approval of the other, such that approval of both proposals is required for each of them to take effect. After giving effect to the Reverse Stock Split, each APE, which currently represents a 1/100th interest in the equivalent of 100 shares of Common Stock upon conversion of each share of Series A Preferred Stock (or one share of Common Stock for each APE), will represent a 1/100th interest in 10 shares of Common Stock (or 1/10th (0.10) of a share of Common Stock for each APE).

If both the Share Increase Proposal and the Reverse Split Proposal are approved and implemented, each issued and outstanding share of Series A Preferred Stock that was previously convertible into 100 shares of Common Stock will automatically convert in full with no action on the part of holders into the split adjusted ten (10) shares of Common Stock (thereby causing each APE to automatically convert into the split adjusted 0.10 of a share of Common Stock), and the Series A Preferred Stock (and APEs) will cease to exist.

Current Status
100 APEs = 1 share of Series A Preferred Stock = 100 shares of Common Stock
1 APE = 1 share of Common Stock

After Approval of the Charter Amendment Proposals
100 APEs = 1 share of Series A Preferred Stock = 10 shares of Common Stock
1 APE = 1/10 of a share of Common Stock


After delivery of shares of Common Stock by the transfer agent to the Depositary following conversion of the Series A Preferred Stock, the Depositary will distribute the proportional number of shares of Common Stock (at the automatically adjusted post-split rate of 0.10 shares of Common Stock for one (1) APE) to the holders of APEs by book-entry transfer through the Depository Trust Company or, if such holders’ interests are held through the book-entry settlement system of the Depositary, by book-entry transfer through the Depositary for such number of shares of Common Stock (the “APEs Conversion”).

The Depositary will not deliver fractional shares of Common Stock. In the case of APEs registered directly on the books of Computershare only, in the event that the holders of APEs would be entitled to receive fractional shares of Common Stock, the Depositary will aggregate and sell and any fractional shares and pay to such holders a portion of cash proceeds in lieu (rounded to the nearest cent) of such fractional shares.

Holders of APEs in “street name” through a bank, broker, or other nominee should note that such banks, brokers, or other nominees may have different procedures for processing the APEs Conversion and making payment for fractional APEs than those that would be put in place by us for registered APE holders. If you hold your APEs with such a bank, broker, or other nominee and if you have questions in this regard, you are encouraged to contact such bank, broker or nominee.

For example, if you hold 100 shares of Common Stock and 100 APEs when the Charter Amendment Proposals become effective, you will automatically thereafter hold an aggregate 20 shares of Common Stock (10 post-split shares of Common Stock issued for the 100 pre-split shares of Common Stock and 10 post-split shares of Common Stock issued for the 100 APEs).

Their words not mine.

Best wishes!

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