SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

AMC Entertainment Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

00165C104

(CUSIP Number)

November 30, 2016

(Date of Event Which Requires Filing of this Statement)

Item 1.

(a)

Name of Issuer:

AMC Entertainment Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

One AMC Way, 11500 Ash Street, Leawood, KS  66211

Item 2.

(a)

Name of Persons Filing:

 

Monterey Capital III S.à r.l. (“MCIII”)

Terra Firma Holdings Limited (“TFHL”)

Guy Hands

 

(b)

Address of Principal Business Office or, if none, Residence:

 

For MCIII:

1-3 Boulevard de la Foire

L-1528 Luxembourg

 

For TFHL and Guy Hands:

Old Bank Chambers, La Grande Rue

St Martin’s, Guernsey

GY4 6RT

(c)

Citizenship:

MCIII is organized under the laws of Luxembourg.  TFHL is organized under the laws of Guernsey.  Guy Hands is a citizen of the United Kingdom.

(d)

Title of Class of Securities:

Class A Common Stock (the “Common Shares”)

(e)

CUSIP Number:

00165C104

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

☐

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

(a)

Amount beneficially owned:

 

This Schedule 13G is filed on behalf of each of the following persons:  Monterey Capital III S.à r.l., a private limited company (société à responsabilité limitée) incorporated in the Grand Duchy of Luxembourg (“MCIII”), Terra Firma Holdings Limited, a private limited company organized under the laws of Guernsey (“TFHL”), and Mr. Guy Hands, a citizen of the United Kingdom (“Mr. Hands”).  Mr. Hands may be deemed to control MCIII through TFCP Capital Investments Limited, as nominee, which holds 100% of the equity of TFHL, which holds 100% of the equity of TFCP Holdings Limited, which holds 100% of the equity of Terra Firma Investments (GP) 2 Limited, which is the general partner of Terra Firma Capital Partners II, L.P.-A, Terra Firma Capital Partners II, L.P.-B, Terra Firma Capital Partners II, L.P.-C, Terra Firma Capital Partners II, L.P.-D, Terra Firma Capital Partners II, L.P.-E, Terra Firma Capital Partners II, L.P.-F, TFCP II Co-investment 2 LP, TFCP II Co-investment 2A LP, Terra Firma Capital Partners II, L.P.-H and Performance Direct Investments 1 LP, which collectively hold 100% of the equity of MCIII.  MCIII beneficially owns and directly holds, and TFHL and Guy Hands beneficially own and indirectly hold, 4,536,466 Common Shares.  Consequently, Mr. Hands, TFHL and MCIII may be deemed to have shared voting and dispositive power with respect to the Common Shares reported herein.

 

(b)

Percent of class:

 

17.3% (based on an aggregate of 26,149,998 shares of Class A Common Stock outstanding as of November 30, 2016, composed of 21,613,532 shares of Class A Common Stock outstanding as of October 24, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2016, and 4,536,466 shares of Class A Common Stock issued pursuant to the Share Purchase Agreement, dated as of July 12, 2016 (the “Share Purchase Agreement”), by and among the Issuer, AMC (UK) Acquisition Limited, Monterey Capital III S.À R.L, Odeon and UCI Cinemas Holdings Limited (“Odeon”) , Odeon and UCI Cinemas Group Limited and certain Management Shareholders (as defined therein))

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

4,536,466 (See Item 4(a))

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

4,536,466 (See Item 4(a))

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

See Item 4(a).

Item 8.

Identification and Classification of Members of the Group.

 

See Item 4(a).

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

Item 10.

Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.