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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): April 17, 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 |
Odeon Credit Agreement
On April 17, 2026, Odeon Finco PLC (“Odeon”),
a wholly-owned direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect subsidiary of AMC Entertainment Holdings, Inc.
( “AMC”), entered into a Credit Agreement (the “Odeon Credit Agreement”), by and among Odeon, as borrower, OCGL,
as the company, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent,
pursuant to which Odeon borrowed $425,000,000 of new term loans maturing in 2031 (the “Odeon Term Loans”). The proceeds from
the Odeon Term Loans were used to fund the previously announced full redemption (the “Odeon Notes Redemption”) of Odeon’s
outstanding 12.750% Senior Secured Notes due 2027 (the “Odeon Notes”) and to pay related fees, costs, premiums and expenses.
In connection with the Odeon Notes Redemption, the Odeon Notes will be delisted from the Official List of The International Stock Exchange.
Interest, Amortization, Guarantees and Security
The Odeon Credit Agreement provides for the Odeon
Term Loans in an initial aggregate principal amount of $425,000,000 and which mature on April 17, 2031. The Odeon Term Loans
bear interest at a fixed 10.50% interest rate and are subject to amortization of principal, payable in quarterly installments on the fifteenth
day of each April, July, October and January (commencing on July 15, 2026), equal to 1.00% per annum. The remaining aggregate
principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the Odeon Term Loans is payable at
maturity.
The Odeon Term Loans are, subject to limited exceptions,
fully and unconditionally guaranteed on a joint and several basis by OCGL and certain subsidiaries of OCGL (the “OCGL Subsidiaries”). The
Odeon Term Loans are also fully and unconditionally guaranteed by AMC, on a standalone and unsecured basis, pursuant to the terms of a
Guarantee Agreement dated as of April 17, 2026 between AMC and U.S. Bank Trust Company, National Association (the “AMC Guaranty”).
The Odeon Term Loans are secured as of April 17,
2026, or will be secured on a post-closing basis, and each subject to certain agreed security principles, by OCGL and the OCGL Subsidiaries
on a first-priority basis by (i) a fixed charge or security interest, as applicable, over the shares of Odeon, OCGL and certain of
the OCGL Subsidiaries; (ii) an assignment of rights held by Odeon under a proceeds loan agreement between Odeon and OCGL with respect
to the proceeds of the Odeon Term Loans; (iii) a fixed charge or security interest, as applicable, over certain bank accounts, intercompany
receivables, intellectual property rights and other assets of Odeon, OCGL and certain of the OCGL Subsidiaries; and (iv) a floating
charge over substantially all other assets of Odeon, OCGL and certain of the OCGL Subsidiaries. AMC has not pledged any of its assets
to secure the Odeon Term Loans or the related guarantees and the AMC Guaranty does not benefit from any security interest over the collateral
or any other asset.
Covenants and Events of Default
The Odeon Credit Agreement contains covenants
that limit OCGL and the OCGL Subsidiaries’ ability to, among other things: (i) incur additional indebtedness or guarantee indebtedness;
(ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make
investments; (v) enter into transactions with its affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially
all of their respective assets; and (vii) maintain cash in the accounts of OCGL and the OCGL Subsidiaries. These covenants are subject
to a number of important limitations and exceptions. The Odeon Credit Agreement also provides for events of default, which, if any of
them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding
Odeon Term Loans to become immediately due and payable.
The foregoing summaries of the Odeon Credit Agreement
and the AMC Guaranty do not purport to be complete and are qualified in their entirety by reference to the Odeon Credit Agreement and
the AMC Guaranty attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Second Amendment to Muvico Credit Agreement
In connection with the Odeon Credit Agreement,
on April 17, 2026, AMC, as borrower, Muvico, LLC, as borrower, and Wilmington Savings Fund Society, FSB, as administrative agent
and collateral agent, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement dated as of July 22,
2024, as amended by the First Amendment to Credit Agreement, dated as of July 24, 2025 (the “Muvico Credit Agreement”),
by and among AMC, as borrower, Muvico, LLC, as borrower, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative
agent and collateral agent.
The Second Amendment, among other things, amends
the Muvico Credit Agreement to update the existing covenants and include additional covenants to make them as restrictive as those in
the Odeon Credit Agreement.
The foregoing summary of the Second Amendment
does not purport to be complete and is qualified in its entirety by reference to the Second Amendment attached hereto as Exhibit 10.3
and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant. |
The information set forth in Item 1.01 above is
incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On April 17, 2026, AMC issued a press release
announcing the closing of the Odeon Credit Agreement and the Odeon Notes Redemption. The full text of the press release is incorporated
by reference as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in Exhibit 99.1
is being furnished pursuant to Item 7.01 of Form 8-K, and, as a result, such information shall not be deemed “filed”
for purposes of Section 18 of 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, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description of Exhibit |
| 10.1 |
|
Odeon Credit Agreement, by and among Odeon Finco PLC, as borrower, Odeon Cinemas Group Limited, as the company, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent, dated as of April 17, 2026. |
| 10.2 |
|
Guarantee Agreement, by and between AMC Entertainment Holdings, Inc. and U.S. Bank Trust Company, National Association, dated as of April 17, 2026. |
| 10.3 |
|
Second Amendment to Muvico Credit Agreement, by and among AMC Entertainment Holdings, Inc. and Muvico, LLC, as borrowers, and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent, dated as of April 17, 2026. |
| 99.1 |
|
Press Release, dated April 17, 2026, announcing the Odeon Credit Agreement and Odeon Notes Redemption. |
| 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: April 17, 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. SUBSIDIARY ODEON FINCO PLC
ANNOUNCES CLOSING
OF $425 MILLION TERM LOAN
LEAWOOD,
KANSAS – April 17, 2026: Odeon Finco PLC (“Odeon”), a wholly-owned subsidiary of Odeon Cinemas Group
Limited (“OCGL”) and AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC”), announced today that it has
entered into a Credit Agreement with Deutsche Bank AG New York Branch and borrowed $425.0 million of new first lien 10.50% term loan
due 2031 (the “Odeon Term Loan”).
The proceeds from
the Odeon Term Loan were used to fund the previously announced full redemption of Odeon’s outstanding 12.750% Senior Secured Notes
due 2027 (the “Odeon Notes”) and to pay related fees, costs, premiums, and expenses.
Commenting on
the closing of the Odeon Term Loan, AMC Chairman and CEO, Adam Aron said, “With this transaction, AMC has once again taken
decisive action to strengthen our financial position by extending our debt maturities by four full years, while simultaneously
reducing our annual cash interest expense. I would like to thank all of our lenders who continue their staunch support of AMC, and
in this case particularly the professional team at Deutsche Bank who were central to the refinancing of our Odeon debt. This
transaction is yet another meaningful, tangible step that enhances our liquidity, improves our flexibility, and better positions AMC
for the future.”
Aron concluded, “In addition to
the actions we have taken, and will continue to take, to strengthen AMC's balance sheet, we note with optimism that calendar year 2026
began with the highest Q1 box office since the pandemic closed theatres back in 2020. We fervently believe that AMC is increasingly well-positioned
to capitalize on the robust box office growth that we anticipate will materialize during the remainder of 2026 and beyond.”
The collateral
and guarantors of the Odeon Term Loan are substantially the same as those of the Odeon Notes. AMC has not pledged any of its assets to
secure the Odeon Term Loan or the related guarantees, and AMC’s guaranty does not benefit from any security interest over the collateral
or any other asset.
In connection with
the redemption of the Odeon Notes, the Odeon Notes will be delisted from the Official List of The International Stock Exchange.
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.
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 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. 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; dilution of
voting power caused by recent sales of AMC common stock and through the issuance of AMC common stock underlying Muvico’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 our most recent annual report on Form 10-K and quarterly report on Form 10-Q,
as well as our other filings with the SEC, copies of which may be obtained by visiting our 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.
###
