[8-K] AMC ENTERTAINMENT HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Carnival Corporation & plc (NYSE: CCL) filed an 8-K on 7 July 2025 under Item 7.01 (Regulation FD) to disclose a significant capital-markets transaction.

The company priced a private offering of US$3.0 billion aggregate principal amount of 5.750% senior unsecured notes due 2032. Concurrently, it issued a conditional notice of redemption for US$2.4 billion of its outstanding 5.750% senior unsecured notes due 2027. The redemption is scheduled for 17 July 2025 at 100% of principal plus a make-whole premium and accrued interest, and is expressly conditioned on the closing of the new notes offering.

The filing clarifies that neither the 8-K nor the accompanying press release (Exhibit 99.1) constitutes the formal redemption notice for the 2027 notes; the information is being furnished, not filed, under the Exchange Act. Exhibit 104 contains the Inline XBRL cover-page data.

• New issuance: US$3.0 bn, 5.750% coupon, maturity 2032.
• Redemption target: US$2.4 bn, 5.750% coupon, maturity 2027; redemption date 17 Jul 2025.
• Condition precedent: Completion of the 2032 notes offering.

The transaction, if completed, will extend the company’s debt maturity profile by five years while marginally increasing total principal outstanding by US$0.6 bn.

Positive

• Five-year maturity extension from 2027 to 2032 reduces near-term refinancing risk.
• Maintained 5.750% coupon on new debt despite longer tenor, indicating market acceptance of credit risk.

Negative

• Net principal increase of US$0.6 bn (US$3.0 bn issued vs. US$2.4 bn redeemed) raises overall leverage.
• Make-whole premium and accrued interest on the 2027 notes create an immediate cash outflow.

Insights

Fixed-Income Analyst

TL;DR: CCL swaps 2027 debt for longer-dated 2032 notes; modestly positive for maturity profile.

Assessment: The US$3 bn 5.750% 2032 issuance refinances US$2.4 bn of equally priced 2027 notes. The key benefit is a five-year extension of the maturity wall, reducing refinancing pressure in the medium term. Coupon parity suggests the company secured terms without paying a higher rate, notable given current market conditions. The net US$0.6 bn principal uptick and make-whole premium add to leverage and cash outflow, but the scale is limited relative to Carnival’s capital structure. Overall, the action signals proactive liability management rather than distress.

Portfolio Manager

TL;DR: Debt refinance improves tenor, limited impact on cost; neutral-to-positive for credit outlook.

The conditional redemption locks in the 2027 repayment only after the 2032 deal funds, mitigating execution risk. Holding the coupon at 5.750% for a longer term implies market confidence in Carnival’s credit trajectory post-pandemic recovery. While leverage inches higher, the extended horizon aids liquidity planning. From an equity perspective, the transaction is unlikely to materially alter near-term earnings but supports balance-sheet flexibility, warranting a mildly constructive view.

false 0001411579 0001411579 2025-07-07 2025-07-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 7, 2025

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 8.01 Other Events.

On July 7, 2025, AMC Entertainment Holdings, Inc. (the “Company”) delivered notices of conditional full redemption (the “Notices”) to holders of the Company’s outstanding 5.875% Senior Subordinated Notes due 2026 (the “Subordinated Notes”) and 10%/12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes” and, together with the Subordinated Notes, the “Notes”) to redeem the Notes in full, in each case, at a redemption price of 100% of the principal amount of the Notes outstanding, plus accrued and unpaid interest to the applicable redemption date (the “Redemptions”). The Redemptions are each conditioned upon the consummation of the previously announced private offering of Senior Secured Notes due 2029, which shall result in aggregate gross proceeds to the Company of at least $223 million.

This Current Report on Form 8-K does not constitute a notice of redemption of the Notes. Information concerning the terms and conditions of the Redemptions is described in the Notices distributed to holders of the Notes by the respective trustees under the indentures governing the Notes.

2

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: July 7, 2025	By:	/s/ Sean D. Goodman
		Name: Sean D. Goodman
		Title: Executive Vice President, International Operations, Chief Financial Officer and Treasurer

FAQ

What did Carnival (CCL) announce on 7 July 2025?

It priced a private offering of US$3.0 bn 5.750% senior unsecured notes due 2032 and issued a conditional notice to redeem US$2.4 bn 5.750% notes due 2027.

What is the coupon and maturity of the new notes offering?

The new notes carry a 5.750% coupon and mature in 2032.

Which existing notes will be redeemed and when?

Carnival plans to redeem its US$2.4 bn 5.750% senior unsecured notes due 2027 on 17 July 2025.

Is the redemption of the 2027 notes guaranteed?

No. The redemption is conditional on the successful closing of the new 2032 notes offering.

What redemption price will Carnival pay for the 2027 notes?

The company will pay 100% of principal plus a make-whole premium and accrued interest up to, but excluding, the redemption date.

Does the 8-K filing constitute the formal notice of redemption?

No. The filing states that neither the 8-K nor the press release serves as the official redemption notice.