Market Overview

AMC Entertainment Closes on $600 Million Strategic Investment from Silver Lake

  • AMC issues $600 million Senior Unsecured Convertible Notes due 2024 to
    Silver Lake bearing interest at 2.95% and convertible into AMC Class A
    common stock at $20.50 per share, before giving effect to the special
    dividend noted below; with ongoing cash interest expense of the Notes
    to be more than offset by the cash dividend savings no longer being
    paid on the AMC shares repurchased from Wanda.
  • AMC repurchases approximately 24 million shares of AMC Class B common
    stock from Wanda at $17.50 per share (the "Reference Price"), a 12.9%
    discount to yesterday's closing price. The pre-dividend conversion
    price of the Silver Lake Convertible Notes reflects a 17.1% premium to
    the Reference Price.
  • On September 28, 2018, AMC will pay a special dividend of $1.55 per
    share to all AMC Class A and Class B common shareholders of record as
    of September 25, 2018. The special dividend will not be paid to Wanda
    on the shares repurchased by AMC. The conversion price of the Notes
    will be reduced by an amount equal to the special dividend.
  • Transaction will be cash flow accretive to AMC in 2019 and beyond.
  • Silver Lake, a private equity firm with over $40 billion of invested
    or committed capital, and a global leader in technology
    investing, receives one seat on the AMC Board and a two-year right of
    first refusal on certain future transfers of AMC shares by Wanda.
  • With support from Silver Lake in identifying candidates, AMC will add
    a new independent Director to its Board who will have significant
    technology experience and knowledge.
  • This demonstrates Wanda's ability to sell AMC shares in an orderly
    manner that is also beneficial to all AMC shareholders.
  • Wanda and Silver Lake are both wholly committed to continuing AMC's
    current growth strategies under the leadership of AMC CEO and
    President Adam Aron and AMC's senior management team.

AMC Entertainment Holdings, Inc. (NYSE:AMC) ("AMC" or "the Company"),
announced today that it has entered into an agreement with Silver Lake,
the global leader in technology investing. Under the agreement, AMC has
issued $600 million senior unsecured convertible notes due 2024, bearing
interest at 2.95% and convertible into AMC Class A common shares at
$20.50 per share, before giving effect to the special dividend announced
today. At $20.50 per share, the pre-dividend conversion price reflects a
17.1% premium to the Reference Price. The Convertible Notes were issued
September 14, 2018.

A portion of the proceeds from the Convertible Notes has been used
to repurchase 24,057,143 AMC Class B Common shares from, Dalian Wanda
Group Co., Ltd ("Wanda"), which represents 31.7% of the AMC Class B
common shares held by Wanda, at a price of $17.50 per share. Wanda now
owns 51,769,784 AMC Class B Common shares.

A portion of the proceeds from the Convertible Notes will also be used
to pay a $1.55 per share special dividend on September 28, 2018 to all
AMC Class A Common and Class B Common shareholders of record as of
September 25, 2018. The remainder of the proceeds will be used for
transaction expenses and general corporate purposes.

As part of the transaction, Silver Lake will appoint one director to the
AMC Board of Directors. AMC has also agreed to add a new independent
director to its Board who will have significant technology experience
and knowledge, with support from Silver Lake.

Additionally, Silver Lake has a two-year right of first refusal on
certain future transfers of AMC shares by Wanda, reflecting Silver
Lake's confidence in AMC.

Adam Aron, AMC CEO and President said, "We are very excited to welcome a
new highly sophisticated investor with a great track record of success.
Silver Lake believes in the inherent value of AMC now, and in the
likelihood of AMC's success going forward resulting from our global
leadership position and our proven growth strategies. We expect that
Silver Lake will add significant value to AMC as it comes into our
Boardroom, given its longstanding experience and savvy in the technology
and media sectors."

Aron continued, "We are also truly pleased that Wanda is continuing with
its longstanding commitment to AMC. Wanda's majority ownership began in
2012, and they are expected to remain a sizable and supportive
shareholder for AMC into the future. Wanda has been a terrific
shareholder, and I have the highest respect and affection for the Wanda
executives with whom we regularly interact."

Aron added, "We believe the intricacies and deployment of the
Convertible Notes we have chosen are particularly compelling.
Importantly, this transaction is accretive from a free-cash-flow
perspective in 2019 and beyond, as the interest expense arising from
these new Convertible Notes is more than fully offset by the cash
dividend savings on the shares we have repurchased from Wanda. The
spread between the $17.50 per share repurchase price from Wanda and the
equity conversion price for Silver Lake is also appealing. The
transaction also eliminates the uncertainty and share price volatility
surrounding any potential offering at this time of Wanda's shares
directly into the market. Additionally, we also believe that all of our
shareholders will benefit from the $1.55 per share special dividend
being paid a few weeks from now."

Lee Wittlinger, a Silver Lake Managing Director who will join the AMC
Board of Directors, said, "We are excited to partner with AMC, the
global leader in film exhibition with nearly a century of history, and
its highly talented management team led by Adam Aron." He added, "AMC's
category-leading investment in enhanced customer experience, geographic
expansion, as well as innovation around the customer engagement model –
including the highly successful recent launch of the AMC Stubs A-List
program – has set the company up for long-term success. We look forward
to helping AMC continue to leverage technology to serve its movie-goers
and studio partners around the world."


The financial instruments are $600 million of senior unsecured
convertible notes bearing interest at 2.95% and convertible into AMC
Class A common shares at $20.50 per share ($18.95 per share giving
effect to the special dividend).

Silver Lake generally cannot convert the Convertible Notes into equity
in the first year after issuance. The terms and provisions of the
Convertible Notes and related transactions will be described in more
detail in a Form 8-K filing to be made with the U.S. Securities and
Exchange Commission.

The conversion price is subject to customary anti-dilution adjustments.
In addition, subject to certain conditions and limitations, the
conversion price is subject to a downward adjustment on the second
anniversary of issuance, if the conversion price per Class A Common
share then in effect is more than 20% above the then current market
price per Class A Common share. In the event AMC is required to issue
additional Class A Common shares upon conversion as a result of such
adjustment, Wanda has agreed to forfeit without consideration its own
shares, subject to a cap of approximately 5.66 million of such
incremental number of shares.


Approximately $421 million of the proceeds from the Convertible Notes
have been used to acquire 24,057,143 AMC Class B common shares held by
Wanda at a price of $17.50 per share which is 12.9% below yesterday's
market close.

The repurchase reflects an immediate reduction in Wanda's ownership
stake of AMC. Wanda now owns 50.01% of AMC through its 51,769,784 Class
B Common shares. Assuming full conversion of the Convertible Notes into
AMC Class A Common shares, based on the current conversion price and
shares outstanding, Wanda would own approximately 38% of AMC shares.

In either case, with the rights of its Class B common shares, Wanda
retains voting control of AMC.


Approximately $160 million of the proceeds from the Convertible Notes
will fund a $1.55 per share special dividend to all AMC Class A and
Class B shareholders. The dividend will be payable on September 28, 2018
to all shareholders of record as of September 25, 2018.


After a substantial and thorough review of the transaction by a special
committee of the AMC Board of Directors, with the assistance of its
legal and financial advisors, the transaction was unanimously
recommended by the Special Committee for the subsequent approval of the
AMC Board of Directors.


Goldman Sachs & Co. LLC and Weil, Gotshal and Manges LLP acted as
advisor and legal counsel to the Company. Moelis & Company LLC and
Skadden, Arps, Slate, Meagher & Flom LLP acted as advisor and legal
counsel to the Special Committee of the AMC Board of Directors. Simpson
Thacher & Bartlett LLP acted as advisor and legal counsel to Silver Lake.


The Company will host a conference call via webcast for investors and
other interested parties beginning at 10:00 a.m. CDT/11:00 a.m. EDT on
Friday, September 14, 2018. To listen to the conference call via the
internet, please visit the investor relations section of the AMC website
for a link to the webcast. Investors and interested parties should go to
the website at least 15 minutes prior to the call to register, and/or
download and install any necessary audio software.

Participants may also listen to the call by dialing (877) 407-3982, or
(201) 493-6780 for international participants. An archive of the webcast
will be available on the Company's website after the call for a limited

About AMC Entertainment Holdings, Inc.

AMC is the largest movie exhibition company in the U.S., in Europe and
throughout the world with more than 1,000 theatres and nearly 11,000
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 program, web site and smartphone apps; offering
premium large format experiences and playing a wide variety of content
including the latest Hollywood releases and independent programming. AMC
operates among the most productive theatres in the United States' top
markets, having the #1 or #2 market share positions in 22 of the 25
largest metropolitan areas of the United States, including the top three
markets (NY, LA, Chicago). Through its Odeon subsidiary AMC operates in
14 European countries and is the #1 theatre chain in Estonia, Finland,
Italy, Latvia, Lithuania, Norway, Spain, Sweden and UK & Ireland. In a
joint partnership with The Development and Investment Entertainment
Company, a subsidiary of The Public Investment Fund of Saudi Arabia, AMC
also operates AMC Cinemas in the Kingdom of Saudi Arabia. For more
information, visit

About Silver Lake

Silver Lake is the global leader in technology investing, with about
$42.5 billion in combined assets under management and committed capital
and a team of approximately 100 investment and value creation
professionals located in Silicon Valley, New York, London, and Hong
Kong. Silver Lake's portfolio of investments collectively generates more
than $170 billion of revenue annually and employs more than 340,000
people globally. The Silver Lake portfolio includes leading technology
and technology-enabled businesses such as Alibaba Group, Ancestry,
Broadcom Limited, Cast & Crew, Ctrip, Dell Technologies, Endeavor,
Fanatics, Global Blue, GoDaddy, Motorola Solutions, Red Ventures, Sabre,
SoFi, SolarWinds, Symantec, Unity, Weld North Education and WP Engine.
For more information about Silver Lake and its entire portfolio, please

Website Information

This press release, along with other news about AMC, is available at
We routinely post information that may be important to investors in the
Investor Relations section of our website,
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
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Forward-Looking Statements

This press release 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," "opportunity," "potential," and other
similar expressions that predict or indicate future events or trends or
that are not statements of historical matters. 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 and include statements made with respect to
the anticipated benefits of the transaction, including on AMC's results
of operations and the price of AMC's common stock. These risks, trends,
uncertainties and facts include, but are not limited to, risks related
to: plans and intentions of large investors regarding their respective
investments in AMC; liquidity needs of large investors; 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 windows;
international economic, political, regulatory and other risks; risks and
uncertainties relating to AMC's significant indebtedness; AMC's ability
to execute cost cutting and revenue enhancement initiatives; box office
performance; limitations on the availability of capital; risks relating
to AMC's inability to achieve the expected benefits and performance from
its recent acquisitions; AMC's ability to refinance its indebtedness on
favorable terms; optimizing AMC's theatre circuit through construction
and the transformation of its existing theatres may be subject to delay
and unanticipated costs; failures, unavailability or security breaches
of AMC's information systems; risks relating to impairment losses,
including with respect to goodwill and other intangibles, and theatre
and other closure charges; AMC's ability to utilize net operating loss
carryforwards to reduce its future tax liability or valuation allowances
taken with respect to deferred tax assets; review by antitrust
authorities in connection with acquisition opportunities; risks relating
to unexpected costs or unknown liabilities relating to recently
completed acquisitions; risks relating to the potential dilution of our
existing stockholders due to the Convertible Notes; risks relating to
the incurrence of legal liability including costs associated with
recently filed class action lawsuits; general political, social and
economic conditions and risks, trends, uncertainties 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
AMC's Annual Report on Form 10-K, filed with the SEC on March 1, 2018,
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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