AMC Entertainment Announces At-The-Market Offering Program and Withdraws Proposal to Increase Authorized Shares
AMC Entertainment Holdings, Inc. (NYSE: AMC) has filed a shelf registration with the U.S. Securities and Exchange Commission to issue and sell up to 43 million shares of its Class A Common Stock under an equity offering program. Additionally, AMC's Board of Directors announced it will not pursue stockholder approval to increase its authorized shares by 500 million. CEO Adam Aron stated that the 43 million shares should meet AMC’s liquidity needs for 2021, pending a recovery in theater patronage.
- Filed shelf registration for 43 million shares to bolster cash reserves.
- Decision not to pursue additional 500 million shares aligns with shareholder feedback.
- Potential dilution of existing shares if 43 million shares are issued.
- Need for liquidity indicates ongoing financial challenges.
AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or the “Company”) today announced that to further bolster its cash reserves, AMC filed a shelf registration today with the U.S. Securities and Exchange Commission to permit the issuance and sale of up to 43 million shares of the Company’s Class A Common Stock from time to time through an “at-the-market” equity offering program.
Additionally, and importantly, AMC also announced today that its Board of Directors will no longer seek stockholder approval to amend its charter to increase by 500 million the total number of authorized shares (“Proposal 1”) at AMC’s annual meeting.
Adam Aron, CEO and President of AMC said, “We have previously pointed out that the sale of up to 43 million AMC shares, the currently available amount for possible issuance under a previous shareholder authorization, should more than satisfy AMC’s liquidity needs for 2021. This assumes an expected recovery in the patronage of movie theatres in the second half of this year. In asking AMC shareholders to vote on approving another 500 million authorized shares, we noted that our goal was to increase longer term optionality and flexibility for AMC, but that we had no intention of actually issuing any of those 500 million shares in the immediate term.”
Aron continued, “We believe our shareholders will appreciate and benefit from our bolstering AMC’s cash reserves with the potential sale of up to 43 million shares as detailed in an S-3 filing today. However, as to the request for 500 million further shares to be authorized, many of our stockholders are telling us to wait. It is important to listen to these owners of our company, and that’s exactly what we are going to do. Accordingly, we will not vote on Proposal 1 at our May 4 Annual Meeting of Shareholders. With a long term view, we continue to believe that this proposal would be beneficial to AMC and to our shareholders, and we are likely to revisit a proposal to increase the number of authorized shares at some point in the future.”
The annual meeting remains scheduled for Tuesday, May 4, 2021 at 2:00 p.m. (Central Time) at the AMC Theatre Support Center, One AMC Way, 11500 Ash Street, Leawood, Kansas 66211 at which time AMC will process the vote on the balance of Company’s proposals. The Board continues to recommend a “FOR” vote for all proposals.
This press release is for informational purposes only and it does not represent an offer to sell or the solicitation of an offer to buy any of the Company’s Class A Common Stock. There will be no sale of Class A Common Stock in any jurisdiction in which one would be unlawful.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the Annual Meeting of stockholders (the “Annual Meeting”) of AMC Entertainment Holdings, Inc. (“AMC” or the “Company”). This communication does not constitute a solicitation of any vote or approval. In connection with the Annual Meeting, the Company has filed with the SEC and has mailed or otherwise provided to its stockholders a proxy statement regarding the business to be conducted at the Annual Meeting. The Company may also file other documents with the SEC regarding the business to be conducted at the Annual Meeting. This document is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS TO BE CONDUCTED AT THE ANNUAL MEETING.
Stockholders may obtain a free copy of the proxy statement and other documents the Company files with the SEC (when available) through the website maintained by the SEC at www.sec.gov. The Company makes available free of charge on its investor relations website at www.investor.amctheatres.com copies of materials it files with, or furnishes to, the SEC.
Participants in the Solicitation
The Company and its directors, executive officers and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the business to be conducted at the Annual Meeting. Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 12, 2021 (the “2021 Form 10-K”). To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since the amounts set forth in the Company’s 2021 Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Forward Looking Statements
This communication includes “forward-looking statements” within the meaning of the federal securities laws. 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 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, trends, uncertainties and facts include, but are not limited to, risks related to: AMC’s ability to obtain additional liquidity, which if not realized or insufficient to generate the material amounts of additional liquidity that will be required unless it is able to achieve more normalized levels of operating revenues, likely would result in AMC seeking an in-court or out-of-court restructuring of its liabilities;; the impact of the COVID-19 virus on AMC, the motion picture exhibition industry, and the economy in general, including AMC’s response to the COVID-19 virus related to suspension of operations at theatres, personnel reductions and other cost-cutting measures and measures to maintain necessary liquidity and increases in expenses relating to precautionary measures at AMC’s facilities to protect the health and well-being of AMC’s customers and employees; AMC’s significant indebtedness, including its borrowing capacity and its ability to meet its financial maintenance and other covenants; the manner, timing and amount of benefit AMC receives under the CARES Act or other applicable governmental benefits and support; the impact of impairment losses; motion picture production and performance; AMC’s lack of control over distributors of films; intense competition in the geographic areas in which AMC operates; increased use of alternative film delivery methods or other forms of entertainment; shrinking exclusive theatrical release window; AMC Stubs A-List not meeting anticipated revenue projections; general and international economic, political, regulatory and other risks; limitations on the availability of capital; AMC’s ability to refinance its indebtedness on favorable terms; availability of financing upon favorable terms or at all; risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; and other factors 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 the Company’s 2021 Form 10-K filed with the SEC, 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.
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 10,500 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. For more information, visit www.amctheatres.com.
Website Information
This press release, along with other news about AMC, is available at www.amctheatres.com. We routinely post information that may be important to investors in the Investor Relations section of our website, www.investor.amctheatres.com. We use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD, and we encourage investors to consult that section of our website regularly for important information about AMC. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document. Investors interested in automatically receiving news and information when posted to our website can also visit www.investor.amctheatres.com to sign up for email alerts.
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FAQ
What is the purpose of AMC's recent shelf registration filing?
Why did AMC decide not to seek approval for increasing authorized shares?
How does AMC plan to use the funds from the potential sale of new shares?
When is AMC's annual meeting of stockholders scheduled?
What did CEO Adam Aron say about the sale of 43 million shares?
