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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 12, 2024

 

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-33892   26-0303916
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification
Incorporation)       Number)

 

One AMC Way

11500 Ash Street, Leawood, KS 66211

(Address of Principal Executive Offices, including Zip Code)

 

(913) 213-2000

(Registrant’s Telephone Number, including Area Code)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Class A common stock   AMC   New York Stock Exchange

 

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).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

Item 3.02Unregistered Sales of Equity Securities

 

The information set forth in Item 8.01 below is incorporated herein by reference. The shares of Class A common stock, par value $0.01 per share, issued as described herein were issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), in each case to existing security holders of AMC Entertainment Holdings, Inc. (the “Company”) as part of the terms of the exchange exclusively for such holders’ securities. No commission or other remuneration was paid or given for soliciting the exchange transactions. Other exemptions may apply.

 

Item 8.01Other Events

 

Between November 8, 2024 and November 12, 2024, the Company entered into a series of privately negotiated agreements to extinguish unsecured debt in an aggregate principal amount of $24,225,000 of 5.75% subordinated notes due 2025, plus accrued interest on such debt, which the Company repurchased and/or exchanged for aggregate consideration of 5,790,854 shares of the Company’s Class A common stock, par value $0.01 per share, and $1,042,743 of cash. The Company may engage in similar transactions in the future but is under no obligation to do so.

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
No.		   Description of Exhibit
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: November 12, 2024 By: /s/ Kevin M. Connor
    Name: Kevin M. Connor
    Title: Senior Vice President, General Counsel and Secretary

 

 

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Nov. 12, 2024
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Entity File Number 001-33892
Entity Registrant Name AMC ENTERTAINMENT HOLDINGS, INC.
Entity Central Index Key 0001411579
Entity Tax Identification Number 26-0303916
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One One AMC Way
Entity Address, Address Line Two 11500 Ash Street
Entity Address, City or Town Leawood
Entity Address, State or Province KS
Entity Address, Postal Zip Code 66211
City Area Code 913
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Title of 12(b) Security Class A common stock
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