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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):
January 29, 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
January 29, 2026, AMC Entertainment Holdings, Inc. (the “Company” or “AMC”) and Muvico, LLC, a wholly owned subsidiary
of the Company (“Muvico”), entered into a letter agreement (the “Letter Agreement”) with certain holders of Muvico’s
Senior Secured Notes due 2029 (the “2029 Notes,” and such holders, the “2029 Noteholders”), pursuant to which
the Company, Muvico and the 2029 Noteholders agreed to amend the indenture governing the 2029 Notes (the “2029 Notes Indenture”).
The amendments (the “Indenture Amendments”) will, among other things, provide the Company with the flexibility to refinance its outstanding term loan credit agreement and the 12.75% Senior Secured Notes due 2027 issued by Odeon Finco PLC, a wholly-owned
direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect subsidiary of the Company, with new debt that may
be secured and guaranteed by the Company, OCGL and Muvico and their respective subsidiaries.
Pursuant
to the Letter Agreement, the parties agreed to cooperate (including cooperating with the trustee and the notes collateral agent) in good
faith to memorialize and effectuate the Indenture Amendments as soon as reasonably practicable, and in any event, no later than
February 23, 2026. In consideration for the 2029 Noteholders’ agreement to the Indenture Amendments, AMC will pay the 2029 Noteholders
a maximum fee of up to 17,806,866 shares (the “Consent Fee”), subject to a reduction depending on the trading price of the
AMC common stock for a period following the date of the Letter Agreement.
The foregoing summary of the Letter Agreement
does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, attached hereto as Exhibit 10.1
and incorporated herein by reference.
| Item 2.02 | Results of Operations and Financial Condition. |
On January 29, 2026, the Company issued a press
release announcing select preliminary estimated financial results for the three months and full year ended December 31, 2025. A copy of
the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 2.02 of this
Current Report on Form 8-K, including Exhibit 99.1, is being furnished, and, as a result, such information shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The issuance of AMC common stock in payment of
the Consent Fee will be exempt under Section 4(a)(2) of the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description of Exhibit |
| 10.1 |
|
Letter Agreement, by and among Muvico, the Company and the 2029 Noteholders, dated as of January 29, 2026. |
| 99.1 |
|
Press Release, dated as of January 29, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws, including
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In many cases, these forward-looking statements may
be identified by the use of words such as “will,” “may,” “could,” “would,” “should,”
“believes,” “expects,” “anticipates,” “estimates,” “intends,” “indicates,”
“projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,”
“seeks,” and variations of these words and similar expressions. Examples of forward-looking statements include statements
the Company makes regarding entering into definitive documentation with respect to the Indenture Amendments, the payment of the Consent
Fee, 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 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.
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: January 29, 2026 |
By: |
/s/
Edwin F. Gladbach |
| |
|
Name: Edwin F. Gladbach |
| |
|
Title: Senior Vice President, General Counsel and Secretary |
