ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(a)
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Financial Statements of Businesses Acquired
This
Current Report includes (i) the audited consolidated financial statements of Odeon as of and for the year ended December 31, 2015 and (ii) the unaudited
condensed consolidated financial statements of Odeon as of and for the nine months ended September 30, 2016 and 2015, attached hereto as Exhibits 99.1 and 99.2, respectively and
incorporated herein by reference.
The
audited and unaudited consolidated financial statements of Odeon included in Exhibits 99.1 and 99.2 hereto have been prepared in accordance with UK Accounting Standards,
including FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (UK Generally Accepted Accounting Practice) ("U.K. GAAP"), which differs in certain respects
from U.S. Generally Accepted Accounting Principles ("U.S. GAAP").
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(b)
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Pro Forma Financial Information
In
addition to the financial statements listed above, this Current Report includes (i) an unaudited pro forma condensed combined balance sheet of AMC as of September 30,
2016 and (ii) unaudited pro forma condensed combined statements of operations of AMC for the year ended December 31, 2015, the nine months ended September 30, 2016 and the nine
months ended September 30, 2015 and the related notes thereto, attached hereto as Exhibit 99.3, and incorporated herein by reference. The unaudited pro forma condensed combined balance
sheet and unaudited pro forma condensed combined statements of operations give effect to the Acquisition, (ii) the related debt financing (the "Debt Financing") and (ii) the issuance of
shares of the Company's Class A common stock in a private placement to the Seller (the "Equity Financing" and together with the Debt Financing, the "Financings"). The unaudited pro forma
condensed combined statements of operations combine the historical consolidated statements of operations of AMC and Odeon, giving effect to the Acquisition and Financings as if they had been completed
on January 1, 2015. The unaudited pro forma condensed combined balance sheet as of September 30, 2016, combines the historical consolidated balance sheets of Odeon and AMC, giving effect
to the Acquisition and Financings as if they had occurred on September 30, 2016. The historical consolidated financial information for Odeon has been adjusted to comply with U.S. GAAP.
The classification of certain items presented by Odeon under U.K. GAAP has been modified in order to align with the presentation used by AMC under U.S. GAAP. In addition to the
U.S. GAAP adjustments and the reclassifications, amounts have also been translated to U.S. Dollars.
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(d)
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Exhibits
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Exhibit
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Description
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2.1
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Share Purchase Agreement dated as of July 12, 2016, by and among AMC Entertainment Holdings, Inc., AMC (UK) Acquisition Limited, Monterey Capital III S.A.R.L., Odeon and UCI Cinemas Holdings Limited, Odeon
and UCI Cinemas Group Limited and certain Management Shareholders (incorporated by reference to Exhibit 2.1 of AMC Entertainment Holdings, Inc.'s Form 8-K, filed on July 13, 2016).
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23.1
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Consent of KPMG LLP.
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99.1
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Audited consolidated financial statements of Odeon and UCI Cinemas Holdings Limited as of and for the year ended December 31, 2015 (incorporated by reference from Exhibit 99.1 to the Company's Form 8-K
(File No. 1 - 33892) filed on October 24, 2016).
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99.2
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Unaudited condensed consolidated financial statements of Odeon and UCI Cinemas Holdings Limited as of and for the nine months ended September 30, 2016 and 2015
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99.3
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Unaudited pro forma condensed combined financial information as of and for the nine months ended September 30, 2016 and 2015 and for the year ended December 31, 2015.
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Certain
schedules and exhibits to this agreement had been omitted pursuant to Item 601(b)(2) of Regulation S-K and the Registrant agrees to furnish
supplementally to the SEC a copy of any omitted schedule and/or exhibit upon request.
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K 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," 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 pending acquisition of Carmike
Cinemas, Inc. ("Carmike Cinemas") and the completed acquisition of Odeon (collectively, the "acquisitions") are also forward-looking statements, including statements regarding the anticipated
closing date of the Carmike Cinemas acquisition, the source and structure of financing, management's statements about effect of the acquisitions on AMC's future business, operations and financial
performance and AMC's ability to successfully integrate the acquisitions into its operations. 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: the parties'
ability to satisfy closing conditions in the anticipated time frame or at all; obtaining regulatory approval for the Carmike Cinemas acquisition, including the risk that any approval may be on terms,
or subject to conditions, that are not anticipated; the possibility that the Carmike Cinemas acquisition does not close, including in circumstances in which AMC would be obligated to pay a termination
fee or other damages or expenses; related to financing the acquisitions, including AMC's ability to finance the acquisitions on acceptable terms; responses of activist stockholders to the Carmike
Cinemas acquisition; AMC's ability to realize expected benefits and synergies from the acquisitions; AMC's effective implementation, and customer acceptance, of its marketing strategies; disruption
from the acquisitions making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on transaction-related
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issues;
the negative effects of this announcement or the consummation of the proposed Carmike Cinemas acquisition on the market price of AMC's common stock; unexpected costs, charges or expenses
relating to the acquisitions; unknown liabilities; litigation and/or regulatory actions related to the acquisitions; AMC's significant indebtedness, including the indebtedness incurred to acquire
Odeon and Carmike Cinemas; AMC's ability to utilize net operating loss carry-forwards to reduce future tax liability; continued effectiveness of AMC's strategic initiatives; the impact of governmental
regulation, including anti-trust investigations concerning potentially anticompetitive conduct, including film clearances and participation in certain joint ventures; operating a business in markets
AMC has limited experience with; the United Kingdom's exit from the European Union and other business effects, including the effects of industry, market, economic, political or regulatory conditions,
future exchange or interest rates, changes in tax laws, regulations, rates and policies; 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 AMC's Annual Report on Form 10-K, filed with the
SEC on March 8, 2016, and Forms 10-Q filed August 1, 2016 and November 9, 2016, and Form 8-K filed October 24, 2016, and the risks, trends and uncertainties
identified in its other public filings. 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.
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