AMC unveils $3.97B refi plan, $1.33B revenue
AMC plans about $4.0 billion in new secured debt to refinance existing notes and loans while reporting strong two‑month revenue and attendance growth.
Rhea-AI Filing Summary
AMC Entertainment Holdings, Inc. (AMC) announced a large debt refinancing package and released unaudited preliminary operating data for the two months ended August 31, 2026. AMC has commenced a private offering of $2.0 billion first lien notes due 2031 and launched syndication of a new $850 million first lien term loan, alongside a commitment for a $1.12 billion second lien term loan at a fixed 11.25% interest rate, all expected to be used to refinance existing secured notes and term loans and pay related costs.
The company is also running a cash tender offer to purchase any and all of its 7.500% Senior Secured Notes due 2029, with $359.96 million principal outstanding, at $1,009.70 per $1,000 of notes, and expects to redeem any untendered notes around February 15, 2027, subject to closing debt financings generating at least $3.97 billion of gross proceeds. Preliminary results show North American box office of $2.46 billion, up 34.8% year over year, and consolidated total revenue of $1.33 billion, up 42.2%, with attendance up 35.9% to 58.2 million patrons and cash and cash equivalents of $832.5 million as of August 31, 2026.
Positive
- Consolidated total revenue for the two months ended August 31, 2026 was $1.33 billion, up 42.2% from $937.2 million a year earlier, indicating significantly higher recent trading.
- Two-month attendance rose 35.9% to 58.2 million patrons, with North American box office up 34.8% to $2.46 billion, showing strong industry and traffic recovery.
- Total revenue per patron increased 4.8% to $22.93, and cash and cash equivalents stood at $832.5 million as of August 31, 2026, providing a sizable liquidity buffer.
Negative
- AMC is arranging substantial new secured debt, including $2.0 billion first lien notes, an $850 million first lien term loan and a $1.12 billion second lien term loan at 11.25%, which maintains a high debt load and adds expensive second lien financing.
- Completion of the refinancing, tender offer and redemptions is conditioned on raising at least $3.97 billion of gross proceeds from debt financings, and the company discloses that failure to secure sufficient additional liquidity could lead to an in‑court or out‑of‑court restructuring of its liabilities.
Filing Explained
AMC’s refinancing and note retirements remain conditional plans; this filing does not show that the existing debt has been repaid or redeemed.
As a Form 8-K, this filing reports that AMC has commenced a
AMC expects to redeem Muvico’s
The tender offer for AMC’s 2029 secured notes expires on
8-K Event Classification
Key Figures
Key Terms
first lien notes financial
second lien term loan facility financial
Tender Offer financial
Adjusted EBITDA financial
Rule 144A regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What debt transactions did AMC (AMC) announce in this Form 8-K?
How does AMC (AMC) plan to use the proceeds from the new financing?
What preliminary financial results did AMC (AMC) report for the two months ended August 31, 2026?
What liquidity position did AMC (AMC) disclose as of August 31, 2026?
What are the key terms of AMC’s (AMC) tender offer for its 7.500% Senior Secured Notes due 2029?
What interest rate and maturity apply to AMC’s new second lien term loan facility?
Are AMC’s preliminary results for August 2026 final GAAP financials?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
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 7.01 | Regulation FD Disclosure. |
In connection with the Offering (as defined below), AMC Entertainment Holdings, Inc. (the “Company,” or “AMC”) released select preliminary estimated financial results for the two months ended August 31, 2026 (the “Preliminary Results”). The Preliminary Results are furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
On September 21, 2026, the Company issued a press release announcing that it has commenced a private offering (the “Offering”) of $2,000 million aggregate principal amount of first lien notes due 2031 (the “Notes”) and launched syndication of a new $850 million first lien term loan facility (the “New 1L Term Loan Facility” and together with the Offering, the “1L Financing”), each subject to market and other conditions. The New 1L Term Loans are expected to have a maturity date of five years from the closing date of the Offering.
The Company also announced its entry into a commitment letter with Deutsche Bank AG New York Branch providing for a new second lien term loan facility in an aggregate principal amount of $1,120 million (the “New 2L Term Loan Facility” and together with the New 1L Term Loan Facility, the “New Term Loan Facilities”). The New 2L Term Loans are expected to have a maturity date of seven years from the closing date of the Offering and a fixed interest rate of 11.25% per annum. The final terms of the New 2L Term Loan Facility will be subject to the execution of definitive credit documentation and the satisfaction of customary closing conditions, including the consummation of the 1L Financing.
The Notes and the New Term Loan Facilities will be guaranteed on a joint and several basis by certain of the Company’s existing and future direct or indirect wholly-owned subsidiaries, including Muvico, LLC (“Muvico”), Odeon Cinemas Group Limited (“OCGL”) and certain subsidiaries of OCGL.
The Company intends to use the net proceeds from the Offering, together with the proceeds received from the New Term Loan Facilities and cash on hand, (i) to fund the Tender Offer (as defined below) of AMC’s 7.500% Senior Secured Notes due 2029 (the “AMC Secured Notes”), (ii) to fund the redemption on or about February 15, 2027 of any AMC Secured Notes that are not tendered or accepted for purchase in the Tender Offer, (iii) to fund the redemption in full of Muvico’s Senior Secured Notes due 2029 (the “Muvico 1.5L Notes”), (iv) to repay in full the term loans outstanding under the Credit Agreement, dated as of July 22, 2024, by and among the Company and Muvico, as borrowers, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Existing Term Loan Facility”), (v) to repay in full the term loans outstanding under the Credit Agreement, dated as of April 17, 2026, by and among Odeon Finco PLC, as borrower, OCGL, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent (the “Odeon Term Loan Facility”) and (vi) to pay related fees, costs, premiums and expenses.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. 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 registration or an applicable exemption from registration requirements.
2
Redemption of Muvico 1.5L Notes
In connection with the Offering, the Company expects to deliver a notice of conditional full redemption (the “Notice”) to holders of the Muvico 1.5L Notes to redeem the Muvico 1.5L Notes in full at a redemption price equal to 100.000% of the principal amount thereof plus a make-whole premium, plus accrued and unpaid interest, if any, to the applicable redemption date (the “Redemption”). The Redemption is expected to be conditioned upon the consummation of the Offering and entry into the New Term Loan Facilities and/or other debt financing transactions resulting in aggregate gross proceeds to the Company, its affiliates and its subsidiaries, of at least $3,970 million, contemporaneously with or prior to the applicable redemption date. There can be no assurances as to when and if such debt financing transactions will be completed or such conditions satisfied and the Company may waive the conditions at its discretion.
A copy of the press release announcing the Offering, the New Term Loan Facilities and the Redemption is attached to this report as Exhibit 99.2 and is incorporated by reference herein.
Tender Offer for the AMC Secured Notes
On September 21, 2026, the Company issued a press release announcing that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding AMC Secured Notes. The Tender Offer is being made upon the terms and subject to the conditions set forth in the Company’s offer to purchase, dated as of September 21, 2026 (the “Offer to Purchase”). The Tender Offer is conditioned on, among other things, the consummation of one or more debt financing transactions, including the Offering. The Offering is not conditioned upon the consummation of the Tender Offer. The Company intends to redeem on or about February 15, 2027 any AMC Secured Notes that are not tendered in the Tender Offer.
A copy of the press release announcing the Tender Offer is attached to this report as Exhibit 99.3 and is incorporated by reference herein.
This Current Report on Form 8-K does not constitute a notice of redemption of the Muvico 1.5L Notes or the AMC Secured Notes. Information concerning the terms and conditions of the Redemption will be described in the Notice distributed to holders of the Muvico 1.5L Notes by the trustee under the indenture governing the Muvico 1.5L Notes. Information concerning the terms and conditions of the Tender Offer will be described in the Offer to Purchase, dated September 21, 2026.
3
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 the Company makes regarding the transactions described herein, including the anticipated terms, timing and completion of the Offering and the New Term Loan Facilities and the expected use of proceeds therefrom, including the Tender Offer and the Redemption, the Preliminary Results, impacts of the industry box office in North America and European industry attendance, the Company’s expected revenue, net loss, capital expenditures, diluted loss per share, Adjusted EBITDA and estimated cash and cash equivalents, the potential for sustained growth, the Company’s cash generation potential, the potential for further debt equitization, the ability to achieve the Company’s AMC Go Plan, the Company’s financial runway and the continued box office recovery as well as the future box office outlook, including with respect to the full year 2026, changing market dynamics and capitalizing on opportunities to further strengthen AMC’s balance sheet. 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 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: the sufficiency of AMC’s existing cash and cash equivalents and available borrowing capacity; 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 with AMC seeking an in-court or out-of-court restructuring of its liabilities; the effectiveness of the refinancing transactions completed in the third quarter of 2025 and the ability to further equitize existing debt; increased use of alternative film delivery methods or other forms of entertainment; the continued recovery of the North American and international box office; AMC’s significant indebtedness, including its ability to meet its covenants and limitations on AMC's ability to take advantage of certain business opportunities imposed by such covenants; shrinking exclusive theatrical release windows; the seasonality of AMC’s revenue and working capital; intense competition in the geographic areas in which AMC operates; risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; motion picture production, promotion, marketing, and performance including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content and choice of distributors to release fewer feature-length films as a result of the additional financial burden imposed by tariffs; the use of artificial intelligence (“AI”) technology in the filmmaking process and audience acceptance of movies made utilizing AI technology; general and international economic, political, regulatory and other risks, including but not limited to rising interest rates; AMC’s lack of control over distributors of films; limitations on the availability of capital, including on the authorized number of shares of the Company’s Class A common stock (the “Common Stock”); dilution of voting power caused by recent sales of Common Stock and through the issuance of Common Stock underlying Muvico’s exchangeable notes and the issuance of preferred stock; future offerings of debt, which would be senior to the Common Stock for purposes of distributions or upon liquidation, and which could adversely affect the market price of the Common Stock; AMC’s ability to achieve expected synergies, benefits and performance from its strategic initiatives; AMC’s ability to refinance its indebtedness on favorable terms; AMC’s ability to optimize its theatre circuit; limitations on AMC’s ability to utilize interest expense deductions annually under Section 163(j) of the Internal Revenue Code of 1986, as amended, as amended by the One Big Beautiful Bill Act of 2025; AMC’s ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax attributes to reduce future tax liability; supply chain disruptions, labor shortages, increased cost and inflation; 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, the Company cautions you against relying on forward-looking statements, which speak only as of the date they are made.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Certain Preliminary Financial Results for the Two Months Ended August 31, 2026. | |
| 99.2 | Press Release, dated September 21, 2026, announcing the Offering, the New Term Loan Facilities and the expected conditional redemption of the Muvico 1.5L Notes. | |
| 99.3 | Press Release, dated September 21, 2026, announcing the commencement of the Tender Offer. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
4
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: September 21, 2026 | By: | /s/ Edwin F. Gladbach |
| Name: Edwin F. Gladbach | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
5
Exhibit 99.1
Certain Preliminary Financial and Operating Data for the Two Months Ended August 31, 2026
| Two Months Ended August 31, | ||||||||||||||||
| (In millions) | 2026 | 2025 | Change | % Change | ||||||||||||
| North American box office1 | $ | 2,462.9 | $ | 1,826.8 | $ | 636.1 | 34.8 | % | ||||||||
| Company consolidated total revenue | $ | 1,334.8 | $ | 937.2 | $ | 397.6 | 42.2 | % | ||||||||
| Consolidated Key Performance Indicators | ||||||||||||||||
| Attendance (in thousands) | 58,203 | 42,840 | 15,363 | 35.9 | % | |||||||||||
| Admissions revenue per patron | $ | 12.89 | $ | 12.14 | $ | 0.75 | 6.2 | % | ||||||||
| Food and beverage revenue per patron | $ | 7.90 | $ | 7.70 | $ | 0.20 | 2.6 | % | ||||||||
| Other theatre revenue per patron | $ | 2.14 | $ | 2.04 | $ | 0.10 | 4.9 | % | ||||||||
| Total revenue per patron | $ | 22.93 | $ | 21.88 | $ | 1.05 | 4.8 | % | ||||||||
| 1 “Box office” refers to gross revenue from theatrical ticket sales and does not represent revenue received or retained by the Company. Source: Comscore and Rentrak. | ||||||||||||||||
| Additionally, cash and cash equivalents as of August 31, 2026 was $832.5 million, excluding restricted cash of $40.9 million. | ||||||||||||||||
The preliminary estimated financial information for the two months ended August 31, 2026 is unaudited, subject to completion of the Company’s financial reporting processes, reflects management’s current estimates based solely upon information known by management as of the date hereof and is not a comprehensive statement of the Company’s financial results for the periods set forth above. Such preliminary financial information has not yet been subject to the Company’s quarterly review procedures. In addition, such preliminary financial information is subject to the finalization and closing of the Company’s accounting books and records (which have yet to be performed) and should not be viewed as a substitute for financial statements prepared in accordance with GAAP. No independent registered public accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to these preliminary results, nor has any such firm expressed any opinion or any other form of assurance with respect thereto. The preliminary financial information for the two months ended August 31, 2026 are not necessarily indicative of our results for future interim periods. The preliminary estimated financial results described above constitute forward-looking statements. Accordingly, you should not place undue reliance upon these preliminary estimates. In connection with the completion of the Company’s financial reporting processes, additional items or information may be identified that could result in adjustments to the preliminary results, and any such adjustments could be material. This update should be read together with the prior disclosures contained in the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, including the risk factors contained therein.
Exhibit 99.2
 |
INVESTOR
RELATIONS: John Merriwether, 866-248-3872 InvestorRelations@amctheatres.com MEDIA CONTACTS: Ryan Noonan, (913) 213-2183 rnoonan@amctheatres.com |
FOR IMMEDIATE RELEASE
AMC ENTERTAINMENT HOLDINGS, INC. ANNOUNCES FIRST LIEN NOTES OFFERING AND
NEW TERM LOAN FACILITIES TO REFINANCE EXISTING DEBT
LEAWOOD, KANSAS – September 21, 2026: AMC Entertainment Holdings, Inc. (NYSE: AMC) (the “Company,” or “AMC”), announced today that it has commenced an offering of $2,000 million aggregate principal amount of first lien notes due 2031 (the “Notes”) in a private offering (the “Offering”) and launched syndication of a new $850 million first lien term loan facility (the “New 1L Term Loan Facility” and together with the Offering, the “1L Financing”), each subject to market and other conditions. The Company also announced its entry into a commitment letter with Deutsche Bank AG New York Branch providing for a new second lien term loan facility in an aggregate principal amount of $1,120 million (the “New 2L Term Loan Facility” and together with the New 1L Term Loan Facility, the “New Term Loan Facilities”), subject to consummation of the 1L Financing and other customary conditions.
The Notes and New Term Loan Facilities will be guaranteed on a senior secured basis by certain of the Company’s existing and future direct or indirect wholly-owned subsidiaries, including Muvico, LLC (“Muvico”), Odeon Cinemas Group Limited (“OCGL”) and certain subsidiaries of OCGL.
The net proceeds from the Offering, together with the proceeds from the New Term Loan Facilities and cash on hand, will be used (i) to fund the tender offer (the “Tender Offer”) of the Company’s outstanding 7.500% Senior Secured Notes due 2029 (the “AMC Secured Notes”), (ii) to fund the redemption on or about February 15, 2027 of any AMC Secured Notes that are not tendered or accepted for purchase in the tender offer, (iii) to fund the redemption in full of Muvico’s $903.4 million aggregate principal amount of Senior Secured Notes due 2029 (the “Muvico 1.5L Notes”), (iv) to repay the Company’s existing term loan facility in full, (v) to repay in full the existing term loan facility of Odeon Finco PLC, a wholly-owned direct subsidiary of OCGL and an indirect subsidiary of AMC, and (vi) to pay related fees, costs, premiums and expenses in connection with such transactions.
In connection with the Offering, the Company expects to deliver a notice of conditional full redemption (the “Notice”) to holders of the Muvico 1.5L Notes to redeem the Muvico 1.5L Notes in full (the “Redemption”). The Redemption is expected to be conditioned upon the consummation the Offering and entry into the New Term Loan Facilities and/or other debt financing transactions resulting in aggregate gross proceeds to the Company of at least $3,970 million, contemporaneously with or prior to the applicable redemption date. There can be no assurances as to when and if such debt financing transactions will be completed or such conditions satisfied and the Company may waive the conditions at its discretion.
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.
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 does not constitute a notice of redemption of the Muvico 1.5L Notes or the AMC Secured Notes. Information concerning the terms and conditions of the Redemption will be described in the notice of conditional full redemption to be distributed to holders of the Muvico 1.5L Notes by the trustee under the indenture governing the Muvico 1.5L Notes. Information concerning the terms and conditions of the Tender Offer will be described in the Offer to Purchase, dated September 21, 2026.
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 850 theatres and 9,600 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, website, 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, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 the Company makes regarding the transactions described herein, including the anticipated terms, timing and completion of the Offering and the New Term Loan Facilities and the expected use of proceeds therefrom, including the Tender Offer and the Redemption, impacts of the industry box office in North America and European industry attendance, the Company’s expected revenue, net loss, capital expenditures, diluted loss per share, Adjusted EBITDA and estimated cash and cash equivalents, the potential for sustained growth, the Company’s cash generation potential, the potential for further debt equitization, the ability to achieve the Company’s AMC Go Plan, the Company’s financial runway and the continued box office recovery as well as the future box office outlook, including with respect to the full year 2026, changing market dynamics and capitalizing on opportunities to further strengthen AMC’s balance sheet. 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 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: the sufficiency of AMC’s existing cash and cash equivalents and available borrowing capacity; 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 with AMC seeking an in-court or out-of-court restructuring of its liabilities; the effectiveness of the refinancing transactions completed in the third quarter of 2025 and the ability to further equitize existing debt; increased use of alternative film delivery methods or other forms of entertainment; the continued recovery of the North American and international box office; AMC’s significant indebtedness, including its ability to meet its covenants and limitations on AMC's ability to take advantage of certain business opportunities imposed by such covenants; shrinking exclusive theatrical release windows; the seasonality of AMC’s revenue and working capital; intense competition in the geographic areas in which AMC operates; risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; motion picture production, promotion, marketing, and performance including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content and choice of distributors to release fewer feature-length films as a result of the additional financial burden imposed by tariffs; the use of artificial intelligence (“AI”) technology in the filmmaking process and audience acceptance of movies made utilizing AI technology; general and international economic, political, regulatory and other risks, including but not limited to rising interest rates; AMC’s lack of control over distributors of films; limitations on the availability of capital, including on the authorized number of shares of the Company’s Class A common stock (the “Common Stock”); dilution of voting power caused by recent sales of Common Stock and through the issuance of Common Stock underlying Muvico’s exchangeable notes and the issuance of preferred stock; future offerings of debt, which would be senior to the Common Stock for purposes of distributions or upon liquidation, and which could adversely affect the market price of the Common Stock; AMC’s ability to achieve expected synergies, benefits and performance from its strategic initiatives; AMC’s ability to refinance its indebtedness on favorable terms; AMC’s ability to optimize its theatre circuit; limitations on AMC’s ability to utilize interest expense deductions annually under Section 163(j) of the Internal Revenue Code of 1986, as amended, as amended by the One Big Beautiful Bill Act of 2025; AMC’s ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax attributes to reduce future tax liability; supply chain disruptions, labor shortages, increased cost and inflation; 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, the Company cautions you against relying on 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” and elsewhere in the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as the Company’s other filings with the SEC, copies of which may be obtained by visiting the Company’s Investor Relations website at investor.amctheatres.com or the SEC’s website at www.sec.gov.
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.
###
Exhibit 99.3
| |
INVESTOR
RELATIONS: John Merriwether, 866-248-3872 InvestorRelations@amctheatres.com MEDIA CONTACTS: Ryan Noonan, (913) 213-2183 rnoonan@amctheatres.com |
FOR IMMEDIATE RELEASE
AMC ENTERTAINMENT HOLDINGS, INC. ANNOUNCES
CASH TENDER OFFER FOR 7.500% SENIOR SECURED NOTES DUE 2029
LEAWOOD, KANSAS - (September 21, 2026) -- AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or the “Company”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding 7.500% Senior Secured Notes due 2029 (the “Notes”) listed in the following table upon the terms and conditions described in the offer to purchase, dated September 21, 2026 (the “Offer to Purchase”).
| Title Security | CUSIP/ISIN Numbers(1) | Principal Amount Outstanding |
Purchase Price per $1,000 of Notes (2) |
| 7.500% Senior Secured Notes due 2029 |
CUSIP: 00165CBA1 (144A) / U0237LAN5 (Regulation S) ISIN: US00165CBA18 (144A) / USU0237LAN56 (Regulation S) |
$359,964,500 | $1,009.70 |
(1) No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes.
(2) In addition to the Purchase Price, holders of the Notes will also receive in cash an amount equal to accrued and unpaid interest on the Notes from the last interest payment date up to, but not including, the initial date of payment of the Purchase Price for the Notes.
The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase, a copy of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by emailing amctheatres@dfking.com or by calling (800) 488-8095 or, for banks and brokers, (646) 963-9141. A copy of the Offer to Purchase is also available at the following web address: www.dfking.com/amctheatres.
The Tender Offer will expire at 5:00 p.m., New York City time, on September 30, 2026 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes before the Expiration Time to be eligible to receive the consideration for their Notes.
Settlement for Notes tendered prior to the Expiration Time and accepted for purchase will occur promptly after the Expiration Time, which is expected to be October 5, 2026 (the “Settlement Date”), assuming that the Tender Offer is not extended or earlier terminated.
Additionally, the Company intends, but is not obligated, to call for redemption on or about February 15, 2027 any Notes that are not tendered in the Tender Offer, at the then applicable redemption price of 100.000% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, and to satisfy and discharge the Company’s remaining obligations under the Notes and the indenture governing the Notes on the Settlement Date by irrevocably depositing with CSC Delaware Trust Company (as successor to U.S. Bank Trust Company, National Association), the trustee, on the Settlement Date cash and/or U.S. government securities sufficient to pay the redemption price. However, there can be no assurance that any Notes will be redeemed or that the Company will satisfy and discharge its remaining obligations under the Notes and the indenture governing the Notes.
The Tender Offer is conditioned upon the satisfaction of certain conditions, including the consummation, at or prior to the Settlement Date, of one or more debt financing transactions (including a contemporaneous offering (the “New Notes Offering”) of new first lien notes (the “New Notes”) by the Company in a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)), resulting in aggregate gross proceeds to the Company of at least $3,970 million (the “Financing Condition”), and other general conditions described in the Offer to Purchase. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. The Company expects to pay for the Notes purchased in the Tender Offer, the fees and expenses of the Tender Offer, and the redemption price of, and accrued and unpaid interest on, any Notes not purchased in the Tender Offer, with the net proceeds of one or more debt financing transactions, including the New Notes Offering, together with cash on hand.
When considering any potential allocation of notes in the New Notes Offering, the Company intends, but is not obligated, to give some degree of preference to those investors who, prior to such allocation, have validly tendered, or have indicated to the Company or the Dealer Managers their firm intention to tender Notes in the Tender Offer. When determining allocations of the notes in the New Notes Offering, the Company intends to give some degree of preference to such investors. However, the Company will consider various factors in making allocation decisions and is not obliged to allocate any notes in the New Notes Offering to an investor who has validly tendered or indicated to the Company or the Dealer Managers a firm intention to tender any Notes it holds pursuant to the Tender Offer and if allocated, the allocated amount may be more or less than the amount tendered and accepted to purchase.
The Company has retained Wells Fargo Securities, LLC and Deutsche Bank Securities Inc. to serve as the Dealer Managers for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Wells Fargo Securities, LLC at (704) 410-4235 (collect) or (866) 309-6316 (toll-free) or Deutsche Bank Securities Inc. at (212) 250-7527 (collect) or (855) 287-1922 (U.S. toll-free).
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer and does not constitute a notice of redemption for the Notes. The New Notes and the guarantees in respect thereof have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. The New Notes may not be offered in the United States absent registration or an exemption from registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy any New Notes. Any investment decision to purchase any New Notes should be made solely on the basis of information contained in the offering memorandum to be prepared in connection with the issue and offering of the New Notes, which will include the final terms of the New Notes, and no reliance is to be placed on any information other than that contained in the offering memorandum. Subject to compliance with applicable securities laws and regulations, the offering memorandum will be available to those reasonably believed to be qualified institutional buyers from the Dealer Managers on request.
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 850 theatres and 9,600 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, website, 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 press release or the Offer to Purchase. 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.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 the Company makes regarding the timing and outcome of the Tender Offer, the Company’s intention to redeem any notes not tendered and the timing thereof, completion and timing of the New Notes Offering and the use of proceeds therefrom, impacts of the industry box office in North America and European industry attendance, the Company’s expected revenue, net loss, capital expenditures, diluted loss per share, Adjusted EBITDA and estimated cash and cash equivalents, the potential for sustained growth, the Company’s cash generation potential, the potential for further debt equitization, the ability to achieve the Company’s AMC Go Plan, the Company’s financial runway and the continued box office recovery as well as the future box office outlook, including with respect to the full year 2026, changing market dynamics and capitalizing on opportunities to further strengthen AMC’s balance sheet. 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 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: the sufficiency of AMC’s existing cash and cash equivalents and available borrowing capacity; 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 with AMC seeking an in-court or out-of-court restructuring of its liabilities; the effectiveness of the refinancing transactions completed in the third quarter of 2025 and the ability to further equitize existing debt; increased use of alternative film delivery methods or other forms of entertainment; the continued recovery of the North American and international box office; AMC’s significant indebtedness, including its ability to meet its covenants and limitations on AMC's ability to take advantage of certain business opportunities imposed by such covenants; shrinking exclusive theatrical release windows; the seasonality of AMC’s revenue and working capital; intense competition in the geographic areas in which AMC operates; risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges; motion picture production, promotion, marketing, and performance including labor stoppages affecting the production, supply and release schedule of theatrical motion picture content and choice of distributors to release fewer feature-length films as a result of the additional financial burden imposed by tariffs; the use of artificial intelligence (“AI”) technology in the filmmaking process and audience acceptance of movies made utilizing AI technology; general and international economic, political, regulatory and other risks, including but not limited to rising interest rates; AMC’s lack of control over distributors of films; limitations on the availability of capital, including on the authorized number of AMC common stock (the “Common Stock”); dilution of voting power caused by recent sales of Common Stock and through the issuance of Common Stock underlying Muvico, LLC’s exchangeable notes and the issuance of preferred stock; future offerings of debt, which would be senior to the Common Stock for purposes of distributions or upon liquidation, and which could adversely affect the market price of the Common Stock; AMC’s ability to achieve expected synergies, benefits and performance from its strategic initiatives; AMC’s ability to refinance its indebtedness on favorable terms; AMC’s ability to optimize its theatre circuit; limitations on AMC’s ability to utilize interest expense deductions annually under Section 163(j) of the Internal Revenue Code of 1986, as amended, as amended by the One Big Beautiful Bill Act of 2025; AMC’s ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax attributes to reduce future tax liability; supply chain disruptions, labor shortages, increased cost and inflation; 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, the Company cautions you against relying on 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” and elsewhere in the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as the Company’s other filings with the SEC, copies of which may be obtained by visiting the Company’s Investor Relations website at investor.amctheatres.com or the SEC’s website at www.sec.gov.
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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