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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): March 6, 2026
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 1.01 | Entry into a Material Definitive Agreement |
On March 6, 2026, AMC Entertainment Holdings,
Inc. (the “Company,” or “AMC”), together with its wholly-owned subsidiary Odeon Finco PLC (“Odeon”),
entered into a commitment letter (the “Commitment Letter”) with Deutsche Bank AG New York Branch (the “Lender”)
providing for a new senior secured credit facility of Odeon in an aggregate principal amount of up to $425,000,000 (the “Odeon Credit
Facility”). Odeon intends to use the proceeds of the Odeon Credit Facility, if consummated, to refinance its existing 12.750% Senior
Secured Notes due 2027 (the “Odeon Notes”) and pay related fees and expenses. The Odeon Credit Facility is expected to strengthen
the Company’s balance sheet, extend debt maturities, and reduce interest rates while preserving flexibility to streamline and simplify
the capital structure. In connection with entering into the Commitment Letter, the Company has decided not to proceed with its previously
announced offering of senior notes and new term loan facility at this time.
The Odeon Credit Facility is expected to consist
of a senior secured term loan due 2031, with a fixed 10.50% interest rate and is expected to be issued with 2.00% original issue discount.
The final terms of the Odeon Credit Facility, including the senior secured term loan, will be subject to execution
of definitive credit documentation and the satisfaction of customary closing conditions. The Odeon Credit Facility is expected to close
on or before April 6, 2026.
The foregoing summary of the Commitment Letter
does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, attached hereto as Exhibit 10.1
and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 6, 2026, the Company issued a press release
announcing its entry into the Commitment Letter which is furnished as Exhibit 99.1 to this Current Report on 8-K.
Cleansing Materials
In connection with the Commitment Letter, the
Company previously entered into a confidentiality agreement (the “Confidentiality Agreement”) with the Lender, pursuant to
which the Company provided certain confidential information (the “Cleansing Materials”) to the Lender and agreed to publicly
disclose the Cleansing Materials. The Cleansing Materials include certain revenue and attendance figures for Odeon Cinemas Group Limited
for the year-to-date period ending February 28, 2026 and an update to the Company’s previous commentary on the industry box office,
which are furnished hereto as Exhibit 99.2.
The Cleansing Materials were provided by the Company
solely to facilitate negotiations concerning the Odeon Credit Facility and were not prepared with a view toward public disclosure and
should not be relied upon to make an investment decision with respect to the Company. The Cleansing Materials should not be regarded as
an indication that the Company or any third party considers the Cleansing Materials to be a reliable prediction of future events, and
the Cleansing Materials should not be relied upon as such. Neither the Company nor any third party has made or makes any representation
to any person regarding the accuracy of any Cleansing Materials or undertakes any obligation to publicly update the Cleansing Materials
to reflect circumstances existing after the date when the Cleansing Materials were prepared or conveyed or to reflect the occurrence of
future events, even in the event that any or all of the assumptions underlying the Cleansing Materials are shown to be in error.
The information set forth in this Item 7.01, including
the information set forth in Exhibit 99.1 and Exhibit 99.2, respectively, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
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.
Any forward-looking statement speaks only as of the date on which it is made. 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: consummation
of the Odeon Credit Facility, 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; dilution of voting power caused by
recent sales of AMC common stock and through the issuance of AMC common stock underlying Muvico, LLC’s exchangeable notes and the
issuance of preferred 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; 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description of Exhibit |
| 10.1 |
|
Commitment Letter, by and among the Company, Odeon and the Lender, dated as of March 6, 2026. |
| 99.1 |
|
Press Release, dated March 6, 2026. |
| 99.2 |
|
Cleansing Materials. |
| 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: March 6, 2026 |
By: |
/s/ Edwin F. Gladbach |
| |
|
Name: Edwin F. Gladbach |
| |
|
Title: Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
 |
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
COMMITMENT LETTER WITH RESPECT TO REFINANCING
OF ITS ODEON NOTES
LEAWOOD,
KANSAS – March 6, 2026: AMC Entertainment Holdings, Inc. (NYSE: AMC) (the “Company,” or “AMC”),
announced today that the Company, together with its wholly-owned subsidiary Odeon Finco PLC (“Odeon”), have entered into a
commitment letter with Deutsche Bank AG New York Branch providing for a new senior secured credit facility of Odeon in an aggregate principal
amount of up to $425,000,000 (the “Odeon Credit Facility”). Odeon intends to use the proceeds of the Odeon Credit Facility,
if consummated, to refinance its existing 12.750% Senior Secured Notes due 2027 (the “Odeon Notes”) and pay related fees and
expenses. The Odeon Credit Facility is expected to strengthen the Company’s balance sheet, extend debt maturities, and reduce interest
rates while preserving flexibility to streamline and simplify the capital structure. In connection with entering into the commitment letter,
the Company has decided not to proceed with its previously announced offering of senior notes and new term loan facility at this time.
The Odeon Credit Facility is expected to consist
of a senior secured term loan due 2031, with a fixed 10.50% interest rate and is expected to be issued with 2.00% original issue discount.
The final terms of the Odeon Credit Facility, including the senior secured term loan, will be subject to execution
of definitive credit documentation and the satisfaction of customary closing conditions. The Odeon Credit Facility is expected to close
on or before April 6, 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 855 theatres and 9,640 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.
Any forward-looking statement speaks only as of the date on which it is made. 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: consummation
of the Odeon Credit Facility, 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; dilution of voting power caused by
recent sales of AMC common stock and through the issuance of AMC common stock underlying Muvico, LLC’s exchangeable notes and the
issuance of preferred 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; 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 99.2
In a press release on January 29, 2026 AMC provided
the following disclosure relating to the sensitivity of its results to the industry box office in North America and Europe within a fiscal
year:
While AMC does not provide guidance, as disclosed
in the proxy statement filed with the SEC on October 24, 2025, internal modeling for the 2024 annual incentive plan assumes that for each
approximately $100 million increase in the North American industry box office, the Company would expect domestic Adjusted EBITDA to increase
by approximately $18 million, and for each approximately five million increase in European industry attendance, the Company would expect
International Adjusted EBITDA to increase by approximately $8 million. These estimates are broadly applicable for 2025. These are merely
estimates, and actual results in future years may vary depending on factors including, but not limited to, revenue and costs per patron,
cost structure, relative box office performance in different geographies, and market share.
In AMC’s earnings conference call on February
25, 2026, AMC announced that it believes the North American box office in 2026 could increase by approximately $500 million to as much
as more than $1 billion greater than was the case compared to 2025.
AMC believes that the European Industry attendance
in the markets in which it operates in 2026 could increase by approximately 20 million to as much as 40 million more than in 2025.
| II. | Odeon Cinemas Group Limited YTD Attendance and Revenue |
| |
|
Odeon Cinemas Group Limited |
|
| |
|
YTD |
|
|
YTD |
|
|
|
|
| |
|
2/28/2026 |
|
|
2/28/2025 |
|
|
% Change |
|
| Industry Attendance |
|
|
77,479 |
|
|
|
69,375 |
|
|
|
12 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Odeon Attendance |
|
|
11,919 |
|
|
|
11,042 |
|
|
|
8 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Admissions Revenue |
|
|
130,102 |
|
|
|
103,363 |
|
|
|
26 |
% |
| Food & Beverage Revenue |
|
|
62,500 |
|
|
|
48,529 |
|
|
|
29 |
% |
| Other Revenue |
|
|
21,718 |
|
|
|
17,879 |
|
|
|
21 |
% |
| Total Revenue |
|
|
214,320 |
|
|
|
169,770 |
|
|
|
26 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Admissions Revenue per patron |
|
$ |
10.92 |
|
|
$ |
9.36 |
|
|
|
17 |
% |
| Food & Beverage per patron |
|
$ |
5.24 |
|
|
$ |
4.40 |
|
|
|
19 |
% |
| Other Revenue per patron |
|
$ |
1.82 |
|
|
$ |
1.62 |
|
|
|
13 |
% |
| Total Revenue per Patron |
|
$ |
17.98 |
|
|
$ |
15.38 |
|
|
|
17 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| (Constant Currency) |
|
|
|
|
|
|
|
|
|
|
|
|
| Admissions Revenue |
|
|
115,267 |
|
|
|
103,363 |
|
|
|
12 |
% |
| Food & Beverage Revenue |
|
|
55,402 |
|
|
|
48,529 |
|
|
|
14 |
% |
| Other Revenue |
|
|
19,214 |
|
|
|
17,879 |
|
|
|
7 |
% |
| Total Revenue |
|
|
189,883 |
|
|
|
169,770 |
|
|
|
12 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Admissions Revenue per patron |
|
$ |
9.67 |
|
|
$ |
9.36 |
|
|
|
3 |
% |
| Food & Beverage per patron |
|
$ |
4.65 |
|
|
$ |
4.40 |
|
|
|
6 |
% |
| Other Revenue per patron |
|
$ |
1.61 |
|
|
$ |
1.62 |
|
|
|
0 |
% |
| Total Revenue per Patron |
|
$ |
15.93 |
|
|
$ |
15.38 |
|
|
|
4 |
% |
The preliminary estimated financial information
for the year to date contained in this correspondence is subject to completion of the Company’s financial reporting processes, reflects
management’s current estimates based solely upon information available to it as of the date hereof and is not a comprehensive statement
of our financial results for the year to date. 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 full quarterly financial statements
prepared in accordance with GAAP. No independent registered public accounting firms have audited, reviewed or compiled, examined or performed
any procedures with respect to these preliminary results, nor have they expressed any opinion or any other form of assurance on the preliminary
results. The preliminary financial information for the year to date 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. During the preparation of the Company’s financial statements for the quarter year ended
March 31, 2026, additional items that would require adjustments, which may be material to such preliminary results presented herein, may
be identified.