AMC Entertainment Holdings Files Material Definitive Agreement 8-K

TL;DR

AMC just signed a big deal, details TBD.

AI Summary

On March 28, 2024, AMC Entertainment Holdings, Inc. filed an 8-K report detailing a material definitive agreement. The filing does not contain specific details about the agreement, dollar amounts, or parties involved, but indicates a significant event has occurred.

Why It Matters

This filing signals a significant new contract or partnership for AMC, which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• AMC ENTERTAINMENT HOLDINGS, INC. (company) — Registrant
• March 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ares of Class A common stock, par value $0.01 per share, of the Company (the "Common
• $250,000,000 — , having an aggregate offering price of $250,000,000, through an "at-the-market" offering pr

Filing Documents

• tm249948d1_8k.htm (8-K) — 34KB
• tm249948d1_ex1-1.htm (EX-1.1) — 214KB
• tm249948d1_ex5-1.htm (EX-5.1) — 10KB
• tm249948d1_ex5-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-040152.txt ( ) — 486KB
• amch-20240328.xsd (EX-101.SCH) — 3KB
• amch-20240328_lab.xml (EX-101.LAB) — 33KB
• amch-20240328_pre.xml (EX-101.PRE) — 22KB
• tm249948d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 28, 2024, AMC Entertainment Holdings, Inc. (the "Company") entered into an equity distribution agreement (the "Equity Distribution Agreement") with Citigroup Global Markets Inc., Barclays Capital Inc., B. Riley Securities, Inc. and Goldman Sachs & Co. LLC as sales agents (each, a "Sales Agent" and collectively, the "Sales Agents"), to sell shares of Class A common stock, par value $0.01 per share, of the Company (the "Common Stock"), from time to time, having an aggregate offering price of $250,000,000, through an "at-the-market" offering program. Subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents will use reasonable efforts consistent with their normal trading and sales practices, applicable law and regulations, and the rules of the New York Stock Exchange to sell the Common Stock from time to time based upon the Company's instructions for the sales, including any price, time or size limits specified by the Company. Each Sales Agent will receive compensation of up to 2.5% of the gross sales price of the Common Stock sold through it as a Sales Agent under the Equity Distribution Agreement, and the Company has agreed to reimburse the Sales Agents for certain specified expenses. The Company has also agreed to provide the Sales Agents with customary indemnification and contribution rights. The Company is not obligated to sell any Common Stock under the Equity Distribution Agreement and may at any time suspend solicitation and offers under the Equity Distribution Agreement. The Equity Distribution Agreement may be terminated by the Company at any time by giving written notice to the Sales Agents for any reason or by each Sales Agent at any time, with respect to such Sales Agent only, by giving written notice to the Company for any reason. The Company intends to use the net proceeds, if any, from the sale of the Common Stock pursuant to the Equity Distribution Agr

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "may," "will," "forecast," "estimate," "project," "intend," "plan," "expect," "should," "believe" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which they are made. Examples of forward-looking statements include statements we make regarding the expected use of proceeds from the Company's "at-the-market" program. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, 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 which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. 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 "Ris

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 1.1 Equity Distribution Agreement, dated as of March 28, 2024, by and among AMC Entertainment Holdings, Inc., Citigroup Global Markets Inc., Barclays Capital Inc., B. Riley Securities, Inc. and Goldman Sachs & Co. LLC. 5.1 Opinion of Weil, Gotshal & Manges LLP. 23.1 Consent of Weil, Gotshal & Manges LLP (Included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMC ENTERTAINMENT HOLDINGS, INC. Date: March 28, 2024 By: /s/ Kevin M. Connor Name: Kevin M. Connor Title: Senior Vice President, General Counsel and Secretary