AMC Entertainment Holdings Files 8-K Report

TL;DR

AMC filed an 8-K on Dec 6, 2024, reporting a material agreement and other events.

AI Summary

On December 6, 2024, AMC Entertainment Holdings, Inc. filed an 8-K report. The filing indicates the entry into a material definitive agreement and other events, along with financial statements and exhibits. Specific details regarding the agreement or events are not elaborated in the provided text.

Why It Matters

This filing signals significant corporate actions or agreements by AMC Entertainment Holdings, Inc. that could impact its business operations and financial standing.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report and does not contain specific negative or positive financial news in the provided text.

Key Players & Entities

• AMC ENTERTAINMENT HOLDINGS, INC. (company) — Registrant
• December 6, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ares of Class A common stock, par value $0.01 (the "Common Stock") of the Company off

Filing Documents

• tm2429780d2_8k.htm (8-K) — 46KB
• tm2429780d2_ex1-1.htm (EX-1.1) — 227KB
• tm2429780d2_ex5-1.htm (EX-5.1) — 14KB
• tm2429780d2_ex10-1.htm (EX-10.1) — 320KB
• tm2429780d2_ex5-1img001.jpg (GRAPHIC) — 11KB
• 0001104659-24-126080.txt ( ) — 918KB
• amch-20241206.xsd (EX-101.SCH) — 3KB
• amch-20241206_lab.xml (EX-101.LAB) — 33KB
• amch-20241206_pre.xml (EX-101.PRE) — 22KB
• tm2429780d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 6, 2024, AMC Entertainment Holdings, Inc. (the "Company") entered into a sales and registration agreement (the "Sales and Registration Agreement") with Goldman Sachs & Co. LLC, from time to time acting in its capacity as (1) sales agent (in such capacity, the "Sales Agent") or (2) the Forward Seller of any and all Hedging Shares offered by the Forward Counterparty (in each case, as defined below), and Goldman Sachs International, acting in its capacity as Forward Counterparty, relating to an aggregate of up to 50,000,000 shares of Class A common stock, par value $0.01 (the "Common Stock") of the Company offered by the Prospectus Supplement (as defined below) and the accompanying prospectus. In accordance with the terms of the Sales and Registration Agreement, the Company may issue and sell shares of Common Stock covered by the Prospectus Supplement at any time and from time to time through the Sales Agent. The Sales Agent may act as agent on the Company's behalf or purchase shares of Common Stock from the Company as principal for its own account. The Company also entered into a master confirmation (the "Master Confirmation") with Goldman Sachs International (in its capacity as buyer under any Forward (as defined herein), the "Forward Counterparty") pursuant to which the Company expects to enter into one or more forward transactions (each, a "Forward"), under which the Company will agree to sell the number of shares of Common Stock specified in such Forward (subject to adjustment as set forth therein) to the Forward Counterparty. If the Company enters into a Forward with the Forward Counterparty, to establish a hedge position under such Forward, the Forward Counterparty will have a pledge of up to the maximum number of shares of Common Stock deliverable under such Forward (the "Hedging Shares") from the Company, with a right to rehypothecate the pledged shares, and will rehypothecate and sell up to

01 Other Events

Item 8.01 Other Events. Reference is made to the Prospectus Supplement, which includes updated risk factor disclosures.

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 the Company's current beliefs, expectations and assumptions regarding the future of the Company's 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 the Company makes regarding the expected use of proceeds from the transactions described herein, including any forward transactions and related "at-the-market" offering of the shares of Common Stock. 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 1.1 Sales and Registration Agreement, dated as of December 6, 2024, by and among AMC Entertainment Holdings Inc., Goldman Sachs & Co. LLC and Goldman Sachs International. 5.1 Opinion of Weil, Gotshal & Manges LLP. 10.1 Master Confirmation, dated as of December 6, 2024, by and between AMC Entertainment Holdings Inc. and Goldman Sachs International. 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: December 6, 2024 By: /s/ Kevin M. Connor Name: Kevin M. Connor Title: Senior Vice President, General Counsel and Secretary