AMC Entertainment (NYSE: AMC) raises $200M in direct stock sale to redeem notes
Rhea-AI Filing Summary
AMC Entertainment Holdings, Inc. entered into agreements to sell 95,250,000 shares of its Class A common stock in a registered direct offering at $2.10 per share to institutional investors.
The deal is expected to generate gross proceeds of about $200 million and net proceeds of approximately $189 million after placement fees, with closing targeted for June 24, 2026, subject to customary conditions. AMC plans to use the net proceeds primarily to redeem all $125,500,000 of its 6.125% Senior Subordinated Notes due 2027, cover related costs, and for general corporate purposes, which may include other debt repayment, strengthening cash reserves, and theatre investments.
Roth Capital Partners is acting as sole placement agent and will receive a 5.5% cash fee on aggregate gross proceeds. AMC also agreed to a 45‑day restriction after closing on issuing or registering additional equity, subject to certain exceptions.
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Insights
AMC raises equity to retire high-cost debt and bolster liquidity.
AMC is issuing 95,250,000 new common shares at $2.10 in a registered direct offering, for gross proceeds of about $200 million and net proceeds around $189 million. This represents meaningful new equity capital from institutional investors.
The company intends to redeem all $125,500,000 of its 6.125% Senior Subordinated Notes due 2027, pay related fees and premiums, and use the remainder for general corporate purposes, including potential additional debt repayment and theatre investments. This shifts part of the capital structure from debt to equity.
Replacing subordinated notes with equity can reduce interest expense and extend financial flexibility, while increasing share count and diluting existing holders. AMC also agreed not to issue most additional equity or file new registration statements for 45 days after closing, temporarily limiting further equity issuance activity.
8-K Event Classification
Key Figures
Key Terms
registered direct offering financial
shelf registration statement regulatory
Senior Subordinated Notes financial
placement agent financial
prospectus supplement regulatory
forward-looking statements regulatory
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
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 23, 2026, AMC Entertainment Holdings, Inc. (the “Company” or “AMC”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”) for the sale by the Company of 95,250,000 shares (the “Shares”) of its Class A common stock, par value $0.01 per share (“Common Stock”), in a registered direct offering (the “Offering”), at a purchase price of $2.10 per share. The Offering is expected to close on June 24, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions.
In connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) on June 23, 2026 with Roth Capital Partners, LLC (the “Placement Agent”), as the exclusive placement agent in connection with the Offering. As compensation to the Placement Agent, the Company will pay the Placement Agent a cash fee of 5.5% of the aggregate gross proceeds raised in the Offering and will reimburse certain expenses.
The Purchase Agreement contains customary representations and warranties and agreements of the Company and the purchasers and customary indemnification rights and obligations of the parties. The Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for a period of 45 days following the Closing Date, subject to certain exceptions.
The shares of Common Stock described above were offered pursuant to the Registration Statement on Form S-3 (File No. 333-293291), filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 9, 2026 (the “Registration Statement”), including a prospectus included in the Registration Statement, and a prospectus supplement, dated June 23, 2026.
The Company will receive net proceeds of approximately $189 million from the Offering, after deducting the estimated Placement Agent fees and before deducting estimated offering expenses. The Company intends to use the net proceeds from this Offering to redeem all of its $125,500,000 aggregate principal amount of 6.125% Senior Subordinated Notes due 2027, pay related fees, costs, premiums and expenses associated therewith and for general corporate purposes, which may include the repayment of other debt, the strengthening of the Company’s cash reserves and investments to enhance the moviegoing experience at the Company’s theatres.
The representations, warranties and covenants contained in the Purchase Agreement and the Placement Agency Agreement were made solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. Accordingly, such agreements are incorporated herein by reference only to provide investors with information regarding the terms of such agreements, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Commission.
The foregoing summaries of the Purchase Agreement and Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, copies of such documents attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
A copy of the opinion of Weil, Gotshal & Manges LLP relating to the legality of the issuance and sale of the Shares, including the consent included therein, is attached as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On June 23, 2026, the Company issued a press release announcing the pricing of the Offering. 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.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 5.1 | Opinion of Weil, Gotshal & Manges LLP. | |
| 10.1 | Placement Agency Agreement, dated June 23, 2026, between the Company and Roth Capital Partners, LLC. | |
| 10.2 | Securities Purchase Agreement, dated June 23, 2026, between the Company and the purchasers party thereto. | |
| 23.1 | Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1). | |
| 99.1 | Pricing Press Release, dated June 23, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: June 23, 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
CONTACTS: |
FOR IMMEDIATE RELEASE
AMC ENTERTAINMENT HOLDINGS, INC. ANNOUNCES PRICING OF
$200 MILLION REGISTERED DIRECT OFFERING OF COMMON STOCK
LEAWOOD, KANSAS - (June 23, 2026) -- AMC Entertainment Holdings, Inc. (NYSE: AMC) (“AMC” or “the Company”), announced today that it has entered into a definitive agreement with certain institutional investors for the purchase and sale of an aggregate of 95,250,000 shares of AMC common stock. The Offering is expected to result in gross proceeds of approximately $200 million, before deducting agent fees and offering expenses.
AMC intends to use the net proceeds from the Offering to redeem all of its $125,500,000 aggregate principal amount of 6.125% Senior Subordinated Notes due 2027, pay related fees, costs, premiums and expenses associated therewith and for general corporate purposes, which may include the repayment of other debt, the strengthening of AMC’s cash reserves and investments to enhance the moviegoing experience at AMC’s theatres. The Offering is expected to close on June 24, 2026, subject to customary closing conditions.
Roth Capital Partners is acting as the sole placement agent for the Offering.
The shares described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-293291), originally filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2026. The Offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies may be obtained when available, from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by email at rothecm@roth.com, or by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 document. 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 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, the use of proceeds from the Offering, 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; 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.
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