AMC Entertainment Holdings, Inc. Announces Upsizing and Pricing of Public Offering of Class A Common Stock

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LEAWOOD, Kan.--(BUSINESS WIRE)-- AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or “the Company”) announced today the pricing of its underwritten public offering of 19,047,619 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”) at $31.50 per share. In addition, AMC has granted the underwriters a 30-day option to purchase up to an additional 2,857,142 shares at the public offering price, less underwriting commissions. The offering includes an increase of approximately $100.0 million in gross proceeds to the Company from the amount previously announced. The offering is expected to close on or about February 13, 2017 subject to the satisfaction of customary closing conditions.

The net proceeds of the offering are expected to be approximately $579.0 million after deducting underwriting commissions, before deducting estimated offering expenses, and prior to any exercise of the underwriters’ option to purchase additional shares. AMC intends to use the net proceeds from this offering to repay outstanding bridge loans incurred in connection with its completed acquisition of Carmike Cinemas, Inc. and to use any remaining proceeds to finance a portion of the previously announced acquisition of Nordic Cinema Group Holding AB (“Nordic”). The completion of this offering is not conditioned upon the acquisition of Nordic, and if the acquisition is not consummated, AMC would use the net proceeds from the offering for general corporate purposes.

Citigroup, BofA Merrill Lynch, Barclays and Credit Suisse are acting as bookrunners for the offering.

The offering is being made pursuant to an effective shelf registration statement of AMC previously filed with the Securities and Exchange Commission (the “SEC”). The offering may be made only by means of a prospectus supplement and the accompanying base prospectus. Before you invest, you should read the prospectus supplement and the accompanying prospectus and the other documents AMC has filed with the SEC for more complete information about AMC and the offering. You can obtain these documents, when available, for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternately, copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained from: Citigroup, Attention: Broadbridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146 or from BofA Merrill Lynch, Attention: Prospectus Department, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, or by e-mail at dg.prospectus_requests@baml.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Common Stock, in any state or jurisdiction in which such offer, solicitation or sale of Common Stock would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About AMC Theatres

AMC is the largest movie exhibition company in the U.S., in Europe and throughout the world with approximately 900 theatres and more than 10,000 screens across the globe, prior to factoring in the Nordic acquisition.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “plan,” “estimate,” “will,” “would,” “project,” “maintain,” “intend,” “expect,” “anticipate,” “prospect,” “strategy,” “future,” “likely,” “may,” “should,” “believe,” “continue,” “opportunity,” “potential,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Similarly, statements made herein and elsewhere regarding the anticipated acquisition of Nordic are also forward-looking statements, including management’s statements about the effect of the acquisition on AMC’s future business, operations and financial performance, AMC’s ability to successfully integrate the acquisition into its operations, the anticipated closing date of the Nordic acquisition, and the source and structure of financing for the Nordic acquisition. These forward-looking statements 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 that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks, trends, uncertainties and facts include, but are not limited to, risks related to: motion picture production and performance; AMC’s lack of control over distributors of films; intense competition in the geographic areas in which AMC operates; increased use of alternative film delivery methods or other forms of entertainment; shrinking exclusive theatrical release windows; international economic, political and other risks; risks and uncertainties relating to AMC’s significant indebtedness; limitations on the availability of capital; risks relating to AMC’s inability to achieve the expected benefits and performance from its recent acquisitions; AMC’s ability to comply with a settlement it entered into with the U.S. Department of Justice pursuant to which it agreed to divest theatres and divest holdings in National CineMedia, LLC; the failure to obtain the necessary financing arrangements as set forth in the debt commitment letters entered in connection with the Nordic Acquisition, or the failure of the Nordic Acquisition to close for any other reason, including the failure to receive regulatory approval; AMC’s ability to refinance its indebtedness on favorable terms; optimizing AMC’s theatre circuit through construction and the transformation of its existing theatres may be subject to delay and unanticipated costs; failures, unavailability or security breaches of AMC’s information systems; risks relating to impairment losses and theatre and other closure charges; AMC’s ability to utilize net operating loss carryforwards to reduce its future tax liability; review by antitrust authorities in connection with acquisition opportunities; risks relating to unexpected costs or unknown liabilities relating to recently completed acquisitions; risks relating to the incurrence of legal liability; general political, social and economic conditions and risks, trends, uncertainties and other facts discussed in the reports AMC has filed with the SEC. Should one or more of these risks, trends, uncertainties or facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein. 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 “Risk Factors” in the preliminary prospectus supplement. AMC does not intend, and undertakes no duty, to update any information contained herein to reflect future events or circumstances, except as required by applicable law.

AMC Entertainment Holdings, Inc.
Investor Relations:
John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
or
Media Contact:
Ryan Noonan, 913-213-2183
rnoonan@amctheatres.com

Source: AMC Entertainment Holdings, Inc.

Released February 7, 2017