Odeon Finco PLC (the “Issuer”), announced today that it has
commenced an offering of $400.0 million aggregate principal amount
of senior secured notes due 2027 (the “Notes”) in a private
offering (the “Offering”), subject to market and other conditions.
The Issuer is a wholly-owned direct subsidiary of Odeon Cinemas
Group Limited (“OCGL” and, together with its subsidiaries, “Odeon”)
and an indirect subsidiary of AMC Entertainment Holdings, Inc.
(NYSE: AMC and APE) (“AMC”). The Notes will be guaranteed on a
senior secured basis by OCGL and certain subsidiaries of OCGL, and
on an unsecured standalone basis by AMC. Odeon intends to use the
proceeds from the Offering, together with cash on hand, to fund the
repayment in full of OCGL’s existing term loan facilities, and to
pay related fees, costs, premiums and expenses.
Application is expected to be made to The International Stock
Exchange Authority Limited (the “Authority”) to list the Notes on
the Official List (the “Official List”) of the International Stock
Exchange (the “Exchange”) and for permission to be granted to deal
in the Notes on the Official List of the Exchange.
The Notes and related guarantees are being offered only to
persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and outside the United States, only to
non-U.S. investors pursuant to Regulation S. The Notes have not
been and will not be registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or
sold in the United States absent an effective registration
statement or an applicable exemption from registration requirements
or in a transaction not subject to the registration requirements of
the Securities Act or any state securities laws.
Further, the Notes and related guarantees are being offered
outside the United States, only to (i) if resident in a Member
State of the European Economic Area, “qualified investors” within
the meaning of Article 2(e) of Regulation 2017/1129/EU and
amendments thereto (the “Prospectus Regulation”) and any relevant
implementing measure in each Member State of the European Economic
Area and (ii) if resident in the United Kingdom, “qualified
investors” within the meaning of the Prospectus Regulation as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful. This
press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act.
This press release is for informational purposes only and does
not constitute and shall not, in any circumstances, constitute a
public offering or an invitation to the public in connection with
any offer within the meaning of the Prospectus Regulation or the UK
Prospectus Regulation. The Offering will be made pursuant to an
exemption under the Prospectus Regulation and the UK Prospectus
Regulation from the requirement to produce a prospectus for offers
of securities.
No PRIIPs or UK PRIIPs key information document (KID) for
offering or selling the Notes or otherwise making them available to
retail investors in the European Economic Area or the United
Kingdom, respectively, has been prepared.
About AMC Entertainment Holdings, Inc.
AMC is the largest movie exhibition company in the United
States, the largest in Europe and the largest throughout the world
with approximately 950 theatres and 10,600 screens across the
globe. AMC has propelled innovation in the exhibition industry by:
deploying its Signature power-recliner seats; delivering enhanced
food and beverage choices; generating greater guest engagement
through its loyalty and subscription programs, web site and mobile
apps; offering premium large format experiences and playing a wide
variety of content including the latest Hollywood releases and
independent programming.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of the federal securities laws. Statements that are not
historical facts, including statements about AMC’s beliefs and
expectations, are forward-looking statements. In many cases, these
forward-looking statements may be identified by the use of words
such as “will,” “may,” “could,” “would,” “should,” “believes,”
“expects,” “anticipates,” “estimates,” “intends,” “indicates,”
“projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,”
“seeks,” and variations of these words and similar expressions.
Examples of forward-looking statements include statements we make
regarding any potential offering, the impact of COVID-19, future
attendance levels, the sufficiency of our cash flows, compliance
with our debt covenants and our liquidity. Any forward-looking
statement speaks only as of the date on which it is made. These
forward-looking statements may include, among other things,
statements related to AMC’s current expectations regarding the
performance of its business, financial results, liquidity and
capital resources, and the impact to its business and financial
condition of, and measures being taken in response to, the COVID-19
virus, 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 that could cause actual
performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. These risks and
uncertainties include, but are not limited to, the following: the
risks and uncertainties relating to the sufficiency of our existing
cash and cash equivalents and available borrowing capacity to
comply with minimum liquidity and financial requirements under our
debt covenants related to borrowings pursuant to our revolving
credit facility, fund operations, and satisfy obligations including
cash outflows for deferred rent and planned capital expenditures
currently and through the next twelve months; the impact of the
COVID-19 variant strains on us, the motion picture exhibition
industry, and the economy in general, including our response to the
COVID-19 variant strains related to suspension of operations at our
theatres, personnel reductions and other cost-cutting measures and
measures to maintain necessary liquidity and increases in expenses
relating to precautionary measures at our facilities to protect the
health and well-being of our customers and employees; the
seasonality of our revenue and working capital, which are dependent
upon the timing of motion picture releases by distributors, such
releases being seasonal and resulting in higher attendance and
revenues generally occurring during the summer months and the
fourth quarter of our fiscal year; risks and uncertainties relating
to our significant indebtedness, including our borrowings and our
ability to meet our financial maintenance and other covenants; our
ability to issue the Notes or completing the Offering on favorable
terms, if at all; shrinking exclusive theatrical release windows;
certain covenants in the agreements that govern our indebtedness
may limit our ability to take advantage of certain business
opportunities and limit or restrict our ability to pay dividends;
risks relating to impairment losses, including with respect to
goodwill and other intangibles, and theatre and other closure
charges; risks relating to motion picture production and
performance; our lack of control over distributors of films;
intense competition in the geographic areas in which we operate;
increased use of alternative film delivery methods including
premium video on demand or other forms of entertainment; general
and international economic, political, regulatory, social and
financial market conditions, inflation, and other risks, including
the effects of the exit of the United Kingdom from the European
Union; limitations on the availability of capital or poor financial
results may prevent us from deploying strategic initiatives; our
ability to refinance our indebtedness on terms favorable to us or
at all; our ability to optimize our theatre circuit through new
construction, the transformation of our existing theatres, and
strategically closing underperforming theatres may be subject to
delay and unanticipated costs; AMC Stubs® A-List may not meet
anticipated revenue projections, which could result in a negative
impact upon operating results; and the risk that we may not
generate sufficient cash flows to repay our indebtedness, including
the offering of notes contemplated hereby.
Additional factors, including developments related to COVID-19,
that may cause results to differ materially from those described in
the forward-looking statements are set forth under the caption
“Risk Factors” and elsewhere in our most recent annual report on
Form 10-K and quarterly report on Form 10-Q, as well as our other
filings with the U.S. Securities and Exchange Commission (the
“SEC”), copies of which may be obtained by visiting our Investor
Relations website at investor.amctheatres.com or the SEC’s website
at www.sec.gov.
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. 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.
Source: AMC Entertainment Holdings, Inc.
Category: Company Release
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version on businesswire.com: https://www.businesswire.com/news/home/20221011006265/en/
INVESTOR RELATIONS: John Merriwether, 866-248-3872
InvestorRelations@amctheatres.com
MEDIA CONTACTS: Ryan Noonan, (913) 213-2183
rnoonan@amctheatres.com
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