AMC Entertainment completes $3.97B debt refinancing
AMC's new term loans mature October 5, 2031 and October 5, 2033; untendered 2029 notes are to be redeemed on or about February 15, 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
AMC Entertainment Holdings, Inc. completed a $3.97 billion refinancing of existing debt on October 5, 2026. It issued $2,000 million aggregate principal amount of 8.875% first-lien notes due October 15, 2031, and borrowed $850 million under a first-lien term loan due October 5, 2031, and $1,120 million under a second-lien term loan bearing 11.25% and due October 5, 2033.
Net proceeds and cash on hand have been and will be used to fund repayments and redemptions. AMC accepted $355,515,000 of its $359,964,500 outstanding 7.500% notes due 2029 in the tender offer, approximately 98.8%; remaining notes are to be redeemed on or about February 15, 2027, at 100.000% of principal plus accrued and unpaid interest. Muvico redeemed $903.4 million of 2029 notes at a price including a $144.3 million make-whole premium. AMC and Odeon Finco also repaid their existing term loans in full.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointAlmost all maturities extended to October 2031 and October 2033, AMC stated.
- Minor pointAMC cited recent corporate or instrument credit-rating upgrades by all three major agencies.
Negative
- None.
Filing Explained
The new debt agreements restrict dividends and other stockholder payments, subject to stated exceptions.
AMC reports that the refinancing was completed on
The new debt agreements also restrict dividends, stock redemptions and other restricted payments, as well as additional debt and liens, investments, certain asset sales and affiliate transactions, subject to stated limitations and exceptions.
8-K Event Classification
Key Figures
Key Terms
original issue discount financial
Adjusted Term SOFR financial
pari passu financial
structurally subordinated financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much of AMC's 2029 notes did it accept in the tender offer?
What interest rates apply to AMC's new notes and term loans?
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:
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| 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
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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 October 5, 2026 (the “Closing Date”), AMC Entertainment Holdings, Inc. (the “Company” or “AMC”) completed a series of refinancing transactions (the “Transactions”), including the repayment, redemption and discharge of certain existing indebtedness described under Items 1.02 and 8.01 of this Current Report on Form 8-K. In connection with the Transactions, on the Closing Date:
| · | The Company issued $2,000.0 million aggregate principal amount of 8.875% First Lien Notes due 2031 (the “Notes”) in a private offering pursuant to an indenture (the “Indenture”), dated as of the Closing Date, by and among the Company, as issuer, the guarantors party thereto from time to time and GLAS Trust Company LLC, as trustee and as collateral agent. |
| · | The Company entered into an amended and restated credit agreement (the “New 1L Term Loan Credit Agreement” and the term loan facility thereunder, the “New 1L Term Loan Facility”), by and among the Company, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent, pursuant to which the Company borrowed $850.0 million of new first lien term loans (the “New 1L Term Loans”). |
| · | The Company entered into a second lien credit agreement (the “New 2L Term Loan Credit Agreement” and the term loan facility thereunder, the “New 2L Term Loan Facility” and together with the New 1L Term Loan Facility, the “New Term Loan Facilities”), by and among the Company, as borrower, Deutsche Bank Special Situations Group as the lender, the other lenders from time to time party thereto and U.S. Bank Trust Company, National Association, as administrative agent and collateral agent, pursuant to which the Company borrowed $1,120.0 million of new second lien term loans (the “New 2L Term Loans” and together with the New 1L Term Loans, the “New Term Loans”). |
New First Lien Notes Indenture
Interest, Guarantees and Security
The Notes will bear interest at a rate of 8.875% per annum, payable semi-annually in arrears in cash on April 15 and October 15 of each year, beginning on April 15, 2027. The Notes will mature on October 15, 2031, unless redeemed in full prior to such maturity date, pursuant to the terms contained in the Indenture.
The Company’s obligations under the Notes are fully and unconditionally guaranteed on a joint and several basis by the Company’s existing and future direct or indirect wholly-owned subsidiaries that guarantee the New Term Loan Facilities.
The Notes are secured on a first-priority basis, on a pari passu basis with the New 1L Term Loan Facility, by substantially all tangible and intangible assets owned by the Company and the guarantors, including equity interests in subsidiaries, subject to agreed security principles, the applicable intercreditor agreements, thresholds, exceptions and permitted liens. The Notes (i) rank equal in right of payment with all existing and future senior indebtedness of the Company and the guarantors, including under the New Term Loan Facilities and the 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 issued by Muvico, LLC, a wholly-owned subsidiary of the Company (“Muvico”) (the “Muvico 2L Notes”); (ii) rank senior in right of payment to any future subordinated indebtedness of the Company and the guarantors; (iii) are secured on a first-priority basis, equally and ratably with the New 1L Term Loan Facility (with respect to all collateral) and the Muvico 2L Notes (with respect to the AMC Collateral (as defined below)); (iv) are effectively senior to any junior-lien indebtedness of the Company and the guarantors, including under the New 2L Term Loan Facility (with respect to all collateral), and the Muvico 2L Notes (with respect to the Centertainment Collateral (as defined below)), in each case to the extent of the value of the collateral; (v) rank effectively senior to any existing and future unsecured indebtedness of the Company and the guarantors, to the extent of the value of the collateral; (vi) are structurally subordinated to existing and future indebtedness of the Company and the guarantors that is secured by assets or properties not constituting collateral securing the Notes, to the extent of the value of the collateral; and (vii) are structurally subordinated to the indebtedness of any of the Company’s subsidiaries that do not guarantee the Notes.
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Covenants and Events of Default
The Indenture contains covenants that limit the ability of the Company and its subsidiaries to, among other things: (i) incur additional indebtedness or issue certain preferred shares; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders or make other restricted payments; (iv) make payments on junior financing; (v) make investments; (vi) sell or transfer certain assets; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (viii) enter into transactions with affiliates. These covenants are subject to a number of important limitations and exceptions. The Indenture also provides for customary 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 Notes to be due and payable immediately.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the applicable registration requirements of the Securities Act and applicable state securities laws. The Notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.
The foregoing summary of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture and the form of 8.875% First Lien Note due 2031 attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.
New Term Loan Facilities
Interest, Amortization, Guarantees and Security
The New 1L Term Loan Credit Agreement provides for the New 1L Term Loans in an initial aggregate principal amount of $850.0 million and which mature on October 5, 2031. The New 1L Term Loans were issued with an original issue discount of 1.50% and may bear interest at (i) either the Alternate Base Rate (as defined in the New 1L Term Loan Credit Agreement) or Adjusted Term SOFR (as defined in the New 1L Term Loan Credit Agreement) for the applicable interest period plus (ii) the Applicable Rate (as defined in the New 1L Term Loan Credit Agreement) and are subject to amortization of principal, payable in quarterly installments on the last business day of each March, June, September and December (commencing March 31, 2027), equal to 0.25% of the original principal amount of the New 1L Term Loans. The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the New 1L Term Loans is payable at maturity.
The New 2L Term Loan Credit Agreement provides for the New 2L Term Loans in an initial aggregate principal amount of $1,120.0 million and which mature on October 5, 2033. The New 2L Term Loans bear interest at a fixed 11.25% interest rate and were issued with an original issue discount of 1.00%.
The New Term Loans are fully and unconditionally guaranteed by certain of the Company’s existing and future direct or indirect wholly-owned subsidiaries. The New 1L Term Loans are secured on a first-priority basis, on a pari passu basis with the Notes, and the New 2L Term Loans are secured on a second-priority basis with respect to the Notes and the New 1L Term Loans, in each case by substantially the same collateral that secures the Notes, subject to agreed security principles, thresholds, exceptions and permitted liens.
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Covenants and Events of Default
Each of the New 1L Term Loan Credit Agreement and the New 2L Term Loan Credit Agreement contains covenants that limit the ability of the Company and its subsidiaries to, among other things, (i) incur additional indebtedness or issue certain preferred shares; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders or make other restricted payments; (iv) make payments on junior financing; (v) make investments; (vi) enter into transactions with affiliates; and (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets. These covenants are subject to a number of important limitations and exceptions. Each such 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 of the then outstanding New Term Loans under the applicable facility to become immediately due and payable.
The foregoing summaries of the New 1L Term Loan Credit Agreement and the New 2L Term Loan Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the New 1L Term Loan Credit Agreement and the New 2L Term Loan Credit Agreement attached hereto as Exhibits 4.3 and 4.4, respectively, and incorporated herein by reference.
Intercreditor Agreements
In connection with the issuance of the Notes and the incurrence of the New 1L Term Loans and New 2L Term Loans, on the Closing Date, the Company and certain of its subsidiaries entered into:
| · | Joinder No. 6 (“Joinder No. 6”) to that certain First Lien Intercreditor Agreement, dated as of April 24, 2020 (the “AMC First Lien Intercreditor Agreement”), which governs the relative priorities of the security interests of the New 1L Term Loans, the Notes and the Muvico 2L Notes on collateral granted by the Company and the guarantors, other than Muvico, Centertainment Development, LLC (together with Muvico and their respective subsidiaries, the “Centertainment group”) and AMC UK Holding Limited and its subsidiaries (together, the “Odeon group”) (the “AMC Collateral”). |
| · | AMC First Lien/Second Lien Intercreditor Agreement (the “AMC First Lien/Second Lien Intercreditor Agreement”) to govern the relative priorities of the security interests of the New 1L Term Loans, the Notes, and the Muvico 2L Notes, as first lien obligations, and the New 2L Term Loans, as second lien obligations, on the AMC Collateral. |
| · | Centertainment First Lien/Second Lien Intercreditor Agreement (the “Centertainment First Lien/Second Lien Intercreditor Agreement”) to govern the relative priorities of the security interests of the New 1L Term Loans, the Notes, the New 2L Term Loans and the Muvico 2L Notes on collateral granted by the Centertainment group (the “Centertainment Collateral”). |
| · | Centertainment/Odeon First Lien Intercreditor Agreement (the “Centertainment/Odeon First Lien Intercreditor Agreement”) to govern the relative priorities of the security interests of the New 1L Term Loans and Notes in the Centertainment Collateral and on collateral granted by the Odeon group (the “Centertainment/Odeon Collateral”). |
| · | Centertainment/Odeon First Lien/Intermediate Lien Intercreditor Agreement (the “Centertainment/Odeon First Lien/Intermediate Lien Intercreditor Agreement”) to govern the relative priorities of the security interests of the New 1L Term Loans, the Notes and the New 2L Term Loans in the Centertainment/Odeon Collateral. |
The foregoing summaries of Joinder No. 6, the AMC First Lien/Second Lien Intercreditor Agreement, the Centertainment First Lien/Second Lien Intercreditor Agreement, the Centertainment/Odeon First Lien Intercreditor Agreement and the Centertainment/Odeon First Lien/Intermediate Lien Intercreditor Agreement do not purport to be complete and are qualified in their entirety by reference to Joinder No. 6, the AMC First Lien/Second Lien Intercreditor Agreement, the Centertainment First Lien/Second Lien Intercreditor Agreement, the Centertainment/Odeon First Lien Intercreditor Agreement and the Centertainment/Odeon First Lien/Intermediate Lien Intercreditor Agreement attached hereto as Exhibits 4.5, 4.6, 4.7, 4.8 and 4.9, respectively, and incorporated herein by reference.
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| Item 1.02 | Termination of a Material Definitive Agreement. |
Existing Term Loan Facility
On the Closing Date, the Company repaid in full the outstanding term loans under that certain 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 (as amended, the “Existing Term Loan Facility”), with a portion of the net proceeds from the Notes offering and the New Term Loan Facilities.
Odeon Term Loan Facility
On the Closing Date, Odeon Finco PLC (“Odeon Finco”), a wholly-owned indirect subsidiary of the Company, repaid in full the outstanding term loans under that certain credit agreement, dated as of April 17, 2026, by and among Odeon Finco, as borrower, Odeon Cinemas Group Limited, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent (the “Odeon Term Loan Facility”), with a portion of the net proceeds from the Notes offering and the New Term Loan Facilities, and the Odeon Term Loan Facility was terminated.
AMC Secured Notes Indenture and Muvico 1.5L Notes Indenture
The information set forth in Item 8.01 of this Current Report on Form 8-K under the headings “Settlement of Tender Offer for AMC Secured Notes; Satisfaction and Discharge of the AMC Secured Notes Indenture” and “Redemption of Muvico 1.5L Notes; Satisfaction and Discharge of the Muvico 1.5L Notes Indenture” is incorporated by reference into this Item 1.02.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K under the headings “New First Lien Notes Indenture” and “New Term Loan Facilities” is incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On the Closing Date, the Company issued a press release announcing that it had completed the Transactions. 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 will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as will be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
Settlement of Tender Offer for AMC Secured Notes; Satisfaction and Discharge of the AMC Secured Notes Indenture
On the Closing Date, the Company settled its previously announced cash tender offer (the “Tender Offer”) for any and all of the Company’s outstanding 7.500% Senior Secured Notes due 2029 (the “AMC Secured Notes”). $355,515,000 aggregate principal amount of AMC Secured Notes were validly tendered and accepted for purchase in the Tender Offer.
The Company also satisfied and discharged the indenture governing the AMC Secured Notes (the “AMC Secured Notes Indenture”) by irrevocably depositing with CSC Delaware Trust Company (as successor to U.S. Bank Trust Company, National Association), the trustee under the AMC Secured Notes Indenture, non-callable U.S. government securities sufficient to pay the redemption price of the remaining aggregate principal amount of AMC Secured Notes not tendered in the Tender Offer. Such remaining AMC Secured Notes will be redeemed on or about February 15, 2027 at a redemption price of 100.000% of the principal amount thereof plus accrued and unpaid interest to the redemption date.
5
Redemption of Muvico 1.5L Notes; Satisfaction and Discharge of the Muvico 1.5L Notes Indenture
On the Closing Date, the Company redeemed in full all $903.4 million aggregate principal amount of Muvico’s Senior Secured Notes due 2029 (the “Muvico 1.5L Notes”) at a redemption price equal to 100.000% of the principal amount thereof plus a make-whole premium of $144.3 million plus accrued and unpaid interest thereon to the redemption date, and the indenture governing the Muvico 1.5L Notes was satisfied and discharged.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 4.1 | 8.875% First Lien Notes due 2031 Indenture, by and among AMC Entertainment Holdings, Inc., the guarantors party thereto from time to time and GLAS Trust Company LLC, as trustee and collateral agent, dated as of October 5, 2026. | |
| 4.2 | Form of 8.875% First Lien Note due 2031 (included as Appendix I to Exhibit A to Exhibit 4.1 hereto). | |
| 4.3 | Amended and Restated Credit Agreement, by and among AMC Entertainment Holdings, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent, dated as of October 5, 2026. | |
| 4.4 | Second Lien Credit Agreement, by and among AMC Entertainment Holdings, Inc., the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and collateral agent, dated as of October 5, 2026. | |
| 4.5 | Joinder No. 6 to the First Lien Intercreditor Agreement, dated as of April 24, 2020, among, inter alios, AMC Entertainment Holdings, Inc., the other Grantors party thereto, the collateral agent for the Credit Agreement Secured Parties, the Controlling Collateral Agent, the collateral agent for the holders of the 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 issued by Muvico, LLC, and each Additional Agent party thereto, dated as of October 5, 2026. | |
| 4.6 | AMC First Lien/Second Lien Intercreditor Agreement, among AMC Entertainment Holdings, Inc., the other Grantors party thereto, the Senior Credit Agreement Agent, the Senior 1L Notes Agent, the Exchangeable Notes Agent, the Junior Credit Agreement Agent and each Additional Junior Agent party thereto, dated as of October 5, 2026. | |
| 4.7 | Second Amended and Restated Centertainment First Lien/Second Lien Intercreditor Agreement, among Muvico, LLC, Centertainment Development, LLC, AMC Entertainment Holdings, Inc., the other Centertainment Group Grantors party thereto, the Senior Credit Agreement Agent, the Senior 1L Notes Agent, the Intermediate Credit Agreement Agent, the Exchangeable Notes Agent, and each Additional Senior Agent and each Additional Junior Agent party thereto, dated as of October 5, 2026. | |
| 4.8 | Centertainment/Odeon First Lien Intercreditor Agreement, among Muvico, LLC, Centertainment Development, LLC, AMC Entertainment Holdings, Inc., the other Grantors party thereto, the collateral agent for the Credit Agreement Secured Parties, the collateral agent for the Initial Additional First Lien Secured Parties and each Additional Agent party thereto, dated as of October 5, 2026. | |
| 4.9 | Centertainment/Odeon First Lien/Intermediate Lien Intercreditor Agreement, among Muvico, LLC, Centertainment Development, LLC, AMC Entertainment Holdings, Inc., the other Grantors party thereto, the Senior Credit Agreement Agent, the Senior 1L Notes Agent, the Junior Credit Agreement Agent and each Additional Junior Agent party thereto, dated as of October 5, 2026. | |
| 99.1 | Press Release, dated October 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
6
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: October 6, 2026 | By: | /s/ Edwin F. Gladbach |
| Name: Edwin F. Gladbach | ||
| Title: Senior Vice President, General Counsel and Secretary | ||
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Exhibit 99.1
 |
INVESTOR RELATIONS:
MEDIA CONTACT: |
FOR IMMEDIATE RELEASE
AMC
ENTERTAINMENT HOLDINGS, INC. ANNOUNCES RESULTS OF TENDER OFFER,
THE CLOSING OF FIRST LIEN NOTES OFFERING AND NEW TERM LOAN FACILITIES
TOTALING A $3.97 BILLION REFINANCING OF EXISTING DEBT
Debt Maturities Extended to 2031 and 2033
LEAWOOD, KANSAS – October 5, 2026: AMC Entertainment Holdings, Inc. (NYSE: AMC) (the “Company” or “AMC”) announced today that it has successfully completed its previously announced refinancing of $3.97 billion of its existing debt, including the offering of $2,000 million aggregate principal amount of first lien notes due 2031 (the “Notes”) in a private offering (the “Offering”), borrowing of a new $850 million first lien term loan facility (the “New 1L Term Loan Facility”) and a new second lien term loan facility provided by Deutsche Bank Special Situations Group 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 Notes and New Term Loan Facilities are 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, have been and will be used to (i) fund the previously announced tender offer (the “Tender Offer”) of the Company’s outstanding 7.500% Senior Secured Notes due 2029 (the “AMC Secured Notes”) which settled concurrently with the Offering, (ii) fund the redemption (the “Redemption”) on or about February 15, 2027 of any AMC Secured Notes that were not tendered or accepted for purchase in the Tender Offer, (iii) fund the previously announced redemption in full of Muvico’s $903.4 million aggregate principal amount of Senior Secured Notes due 2029, (iv) repay in full the Company’s existing term loan facility, (v) 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) pay related fees, costs, premiums and expenses in connection with such transactions.
Commenting on the closing of the Offering and the New Term Loan Facilities, AMC Chairman and CEO Adam Aron said, “This transaction marks for all to plainly see a significant milestone for AMC. With this now-completed comprehensive refinancing of approximately 97% of our debt, we have materially extended almost all our debt maturities until October of 2031 and October of 2033, simplified our capital structure and reduced our cost of capital. AMC is now well positioned to thrive, as we welcome millions and millions of guests each and every week to our theatres throughout the world.”
Aron continued, “The bold and creative capital markets actions we have implemented in recent years, paired with a resurgent box office and our impressive operating performance, have resulted in a substantial reduction in financial leverage and a stronger balance sheet. Recent corporate or instrument credit ratings upgrades, by all three major credit rating agencies, clearly reflect AMC's considerable progress on this score.”
Aron highlighted, “It is so immensely satisfying to us how deftly AMC has navigated these uncharted waters of the past six-plus years. Since 2020, AMC has paid down a total of nearly $2 billion of our long-term debt and COVID-related lease deferrals and has extended the maturity of what is in our view a manageable remaining debt-load of approximately $4 billion to 2031 and 2033. This is nothing less than a triumph for AMC.”
Aron added, “We extend sincere thanks to all of our lenders, most notably Deutsche Bank Special Situations Group for their participation in this ambitious transaction. Our investment banking partners, particularly including Wells Fargo Securities, Deutsche Bank Securities, Citigroup and Goldman Sachs & Co. LLC, and our advisors, including Moelis & Company LLC and Weil, Gotshal & Manges LLP who have for years now brilliantly showcased their unique skills. Additionally, their confidence, support, and commitment to AMC have been crucial to the demonstrable progress that AMC has made in the tumultuous times of the past several years.”
Aron added, “This all has taken place against the backdrop of an increasingly robust box office, including an all-time record third quarter North American box office. Looking ahead, we are highly optimistic as well about our prospects for the remainder of this year. An exciting film slate awaits us, especially including the December releases of DUNE: PART THREE and AVENGERS: DOOMSDAY, promising to close 2026 on a high note and carry that 2026 momentum into 2027.”
Aron concluded, “A growing box office, a more efficient balance sheet, combined with disciplined execution on our part, position AMC to capitalize on the significant operating leverage inherent in our business. With continued box office growth and successful execution of our strategy, we firmly expect AMC to considerably expand EBITDA, improve free cash flow and deliver meaningful long-term value for our stakeholders.”
The Notes and related guarantees were 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.
Tender Offer Results
$355,515,000 aggregate principal amount of the AMC Secured Notes, representing approximately 98.8% of the $359,964,500 aggregate principal amount of AMC Secured Notes outstanding, were validly tendered and not validly withdrawn in the Tender Offer. The Company accepted for purchase all AMC Secured Notes validly tendered and not validly withdrawn and settled the Tender Offer on October 5, 2026.
This press release does not constitute a notice of redemption of the AMC Secured Notes. Information concerning the terms and conditions of the redemption of AMC Secured Notes not tendered or accepted for purchase in the Tender Offer will be described in the notice of full redemption to be distributed to holders of the AMC Secured Notes by the trustee under the indenture governing the AMC Secured Notes.
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 expected use of proceeds therefrom, including 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.
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Filing Exhibits & Attachments
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- EX-4.1 EXHIBIT 4.1 1.2 MB
- EX-4.3 EXHIBIT 4.3 1.2 MB
- EX-4.4 EXHIBIT 4.4 1.3 MB
- EX-4.5 EXHIBIT 4.5 39.2 KB
- EX-4.6 EXHIBIT 4.6 300.7 KB
- EX-4.7 EXHIBIT 4.7 323.6 KB
- EX-4.8 EXHIBIT 4.8 228.4 KB
- EX-4.9 EXHIBIT 4.9 321.3 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB