Amc Entertainment Holdings, Inc 8-K/A, filed Jul 25, 2024
Amc Entertainment Holdings, Inc. (AMC)
About this 8-K/A
Amc Entertainment Holdings, Inc filed this 8-K/A on July 25, 2024, reporting on events of July 22, 2024.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8 - K/A supplements the information disclosed by AMC Entertainment Holdings, Inc. (the "Company") in its Current Report on Form 8 - K filed on July 22, 2024, and is being filed solely to include one additional prior transaction that was not required to be disclosed previously in accordance with Item 3.02 (b). For the avoidance of doubt, the shares of Class A common stock issued in the transaction described below were included in the 361,354,955 shares of Class A common stock issued and outstanding as of July 22, 2024, as previously disclosed in the prospectus supplement dated July 22, 2024.
| Item 3.02 | Unregistered Sales of Equity Securities |
Item 3.02 of the Current Report on Form 8-K filed on July 22, 2024 is supplemented with the following disclosure:
On May 15, 2024, the Company entered into a privately negotiated exchange agreement, under which it issued an aggregate of 1,723,780 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”) in exchange for $10,000,000 aggregate principal amount of its 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026. Based on the aggregate principal amount exchanged plus $422,222 aggregate accrued interest thereon through the relevant date of exchange, the Common Stock issued had an implied value of $6.05 per share. Pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), the Common Stock issued in such transaction were issued to existing security holders of the Company exclusively in exchange for such holders’ securities and no commission or other remuneration was paid or given for soliciting the exchange. Other exemptions may apply. The Company may engage in similar transactions in the future but is under no obligation to do so.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: July 25, 2024 | By: | /s/ Kevin M. Connor | |
| Name: | Kevin M. Connor | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||
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