What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-28 compared with 2023-02-28 · 715 added, 954 removed, 1401 unchanged (54% of the section changed)

13 unchanged sentences

We have audited the accompanying consolidated balance sheets of AMC Entertainment Holdings, Inc.

(the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

21 unchanged sentences

Asset groups are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows.

The Company estimates the future

undiscounted cash flows to be generated by the asset groups and compares those estimates to the carrying value of the related asset groups.

The Company estimates the future undiscounted cash flows to be generated

by the asset groups and compares those estimates to the carrying value of the related asset groups.

If the carrying value exceeds the future undiscounted cash flows, the asset group may be impaired.

21 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2022 and our report dated February 28, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2023 and our report dated February 28, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

34 unchanged sentences

Depreciation and amortization

Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill

Impairment of long-lived assets

Operating costs and expenses

6 unchanged sentences

Non-cash NCM exhibitor services agreement

Equity in loss (earnings) of non-consolidated entities

Equity in (earnings) loss of non-consolidated entities

Investment expense (income)

5 unchanged sentences

Net loss per share attributable to AMC Entertainment Holdings, Inc.'s common stockholders:

Basic and diluted

Average shares outstanding:

Basic (in thousands)

Diluted (in thousands)

Basic and diluted (in thousands)

See Notes to Consolidated Financial Statements.

5 unchanged sentences

December 31, 2021

Other comprehensive income (loss):

Other comprehensive loss:

Unrealized foreign currency translation adjustments

Realized loss on foreign currency transactions reclassified into investment expense (income), net of tax

Realized loss on foreign currency transactions reclassified into investment income, net of tax

Pension adjustments:

Net gain (loss) arising during the period

Other comprehensive income (loss):

Other comprehensive loss:

Total comprehensive loss

16 unchanged sentences

Intangible assets, net

Deferred tax asset, net

Other long-term assets

19 unchanged sentences

Preferred stock, $ .01 par value per share, 50,000,000 shares authorized;

including Series A Convertible Participating Preferred Stock, 10,000,000 authorized, 7,245,872 issued and outstanding as of December 31, 2022;

5,139,791 issued and outstanding December 31, 2021, represented by AMC Preferred Equity Units, each representing a 1/100th interest in a share of Series A Convertible Participating Preferred Stock, of which 1,000,000,000 is authorized;

724,587,058 issued and outstanding as of December 31, 2022;

including Series A Convertible Participating Preferred Stock, no shares authorized, issued and outstanding as of December 31, 2023;

10,000,000 authorized;

7,245,872 issued and outstanding December 31, 2022, represented by AMC Preferred Equity Units, each representing an interest in a share of Series A Convertible Participating Preferred Stock, of which no shares are authorized, issued and outstanding as of December 31, 2023;

100,000,000 authorized;

72,458,705 issued and outstanding as of December 31, 2022

1 unchanged sentence

260,574,392 shares issued and outstanding as of December 31, 2023;

524,173,073 authorized;

51,683,892 shares issued and outstanding as of December 31, 2022)

13 unchanged sentences

Deferred income taxes

Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill

Impairment of long-lived assets

Gain on dispositions of Baltics

Unrealized loss on investments Hycroft

(Gain) loss on sale of NCM investments

Unrealized loss on investments in Hycroft

Amortization of net premium on corporate borrowings to interest expense

2 unchanged sentences

Non-cash portion of stock-based compensation

Gain on disposition of assets

Loss on derivative asset and derivative liability

Equity in loss from non-consolidated entities, net of distributions

Gain on disposition of Saudi Cinema Company

Equity in (earnings) loss from non-consolidated entities, net of distributions

Landlord contributions

2 unchanged sentences

Net periodic benefit cost (income)

Non-cash shareholder litigation expense

Change in assets and liabilities:

4 unchanged sentences

Capital expenditures

Proceeds from disposition of Baltics, net of cash and transaction costs

Acquisition of theatre assets

Proceeds from disposition of Saudi Cinema Company

Proceeds from disposition of Baltics, net of cash and transaction costs

Proceeds from disposition of long-term assets

3 unchanged sentences

Cash flows from financing activities:

Net proceeds from equity issuances

Proceeds from issuance of First Lien Notes due 2029

Proceeds from issuance of Odeon Term Loan due 2023

Proceeds from issuance of Odeon Term Loan Facility

Proceeds from First Lien Toggle Notes due 2026

Proceeds from issuance of Odeon Senior Secured Notes due 2027

Scheduled principal payments under Term Loan due 2026

Principal payments under First Lien Notes due 2025

Principal payments under First Lien Notes due 2026

Principal payments under First Lien Toggle Notes due 2026

Premium paid to extinguish First Lien Toggle Notes due 2026

Principal payments under Odeon Term Loan Facility

Principal payments under Second Lien Notes due 2026

Proceeds from issuance of First Lien Notes due 2025

Proceeds from issuance of First Lien Notes due 2026

Principal payments under First Lien Notes due 2025

Principal payments under finance lease obligations

Repayments under revolving credit facilities

Premium paid to extinguish First Lien Notes due 2025

Principal payments under First Lien Notes due 2026

Premium paid to extinguish First Lien Notes due 2026

Repurchase of Second Lien Subordinated Debt 2026

Principal payments under Odeon Term Loan due 2023

Premium paid to extinguish Odeon Term Loan due 2023

Proceeds from issuance of Odeon Senior Secured Notes due 2027

Premium paid to extinguish First Lien Toggle Notes due 2026

Premium paid to extinguish Odeon Term Loan Facility

Repurchase of Senior Subordinated Notes due 2026

Repayments under revolving credit facilities

Scheduled principal payments under Term Loan due 2026

Net proceeds from Class A common stock issuance

Net proceeds from Class A common stock issuance to Mudrick

Net proceeds from AMC Preferred Equity Units issuance

Payments related to sale of noncontrolling interest

Principal payments under finance lease obligations

Repurchase of Second Lien Notes due 2026

Repurchase of Senior Subordinated Notes due 2027

Cash used to pay for deferred financing costs

Cash used to pay dividends

Taxes paid for restricted unit withholdings

Cash used to pay dividends

Payments related to sale of noncontrolling interest

Net cash provided by (used in) financing activities

5 unchanged sentences

Cash paid during the period for:

Interest (including amounts capitalized of $ 0.1 million, $ 0.2 and $ 1.1 million, respectively)

Income taxes paid (received), net

2 unchanged sentences

Construction payables at period end

AMC Preferred Equity Units issuance costs payable at year end

Other third-party equity issuance costs payable

Extinguishment of Second Lien Notes due 2026 in exchange for share issuance

Convertible Notes due 2026 conversion, see Note 8-Corporate Borrowings and Finance Lease Liabilities

Mudrick transaction, see Note 8-Corporate Borrowings and Finance Lease Liabilities

DCIP digital projectors transaction, see Note 6-Investments

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Preferred Stock

1 unchanged sentence

Depositary Shares

Class A Voting

Participating

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(In millions, except share and per share data)

Shares (1)(2)

Income (Loss)

Equity (Deficit)

Balance December 31, 2020

Cumulative effect adjustments for the adoption of new accounting principle (ASC 842)

Other comprehensive income

Baltics noncontrolling capital contribution

Dividends declared:

Class A common stock, $ 0.015 /share, net of forfeitures and reversal of dividend accrual for nonvested PSUs

Class B common stock, $ 0.015 /share

AMC preferred equity units, $ 0.015 /share

Class A common stock issuance

Exchange Offer Class A common stock issuance

Class A common stock issuance commitment and exchange shares

Derivative asset valuation allowance adjustment

Reclassification of derivative liability and derivative asset for Conversion Price Reset of Convertible Notes due 2026

Taxes paid for restricted unit withholdings

Stock-based compensation

Balance December 31, 2020

Other comprehensive loss

2 unchanged sentences

Class A common stock, accrued dividend equivalent adjustment

Class A common stock issuance

( 7,465,250 )

Share issuances

Class A common stock issuance to Mudrick

1 unchanged sentence

Wanda forfeit and cancellation of Class B shares

( 5,666,000 )

Taxes paid for restricted unit withholdings

2 unchanged sentences

Other comprehensive loss

AMC Preferred Equity Units issuance

Share issuances

Taxes paid for restricted unit withholdings

1 unchanged sentence

Balance December 31, 2022

Other comprehensive loss

Share issuances

Antara Forward Purchase Agreement (3)

AMC Preferred Equity Unit conversion

( 9,954,065 )

( 99,540,642 )

Settlement Payment

Debt for equity exchange

Taxes paid for restricted unit withholdings

Stock-based compensation (4)

Balance December 31, 2023

—————————————————

(1) Share counts have been retroactively adjusted to reflect the effect of the stock split.

(2) Share counts have been retroactively adjusted to reflect the effect of the reverse stock split.

(3) Includes $ 75.1 million of cash proceeds and $ 118.6 million carrying value of the debt exchanged for AMC Preferred Equity Units

(4) Includes 8,555 Common Stock shares and 15,370 AMC Preferred Equity Units awarded to the Board of Directors, 226,791 vested Common Stock RSUs and PSUs, and 254,074 AMC Preferred Equity Units RSUs and PSUs.

See Notes to Consolidated Financial Statements

6 unchanged sentences

and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe.

Temporarily Suspended or Limited Operations.

During the first quarter of 2020, the Company temporarily suspended theatre operations in its U.S.

markets and International markets in compliance with local, state, and federal governmental restrictions and recommendations on social gatherings to prevent the spread of COVID-19 and as a precaution to help ensure the health and safety of the Company’s guests and theatre staff.

As of March 17, 2020, all of the Company’s U.S.

and International theatre operations were temporarily suspended.

The Company resumed limited operations in the International markets in early June 2020 and limited operations in the U.S.

markets in late August 2020.

A COVID-19 resurgence during the fourth quarter of 2020 resulted in additional local, state, and federal governmental restrictions and many previously reopened theatres in International markets temporarily suspended operations again.

The following table summarizes theatre operations for the Company in 2021:

September 30,

Theatre Operations:

Percentage of theatres operated - Domestic

Percentage of theatres operated - International

Percentage of theatres operated - Consolidated

During the year ended December 31, 2022, the Company operated essentially 100 % of all its U.S.

and International theatres.

As of December 31, 2022 and 2021, there were no restrictions on operations in any of the U.S.

or International theatres.

As of December 31, 2022, the Company has cash and cash equivalents of approximately $ 631.5 million and $ 211.2 million unused borrowing capacity, net of letters of credit, under the $ 225.0 million Senior Secured Revolving Credit Facility.

In response to the COVID-19 pandemic, the Company adjusted certain elements of its business strategy and took significant steps to preserve cash.

The Company is continuing to take significant measures to further strengthen its financial position and enhance its operations, by eliminating non-essential costs, including reductions to its variable costs and elements of its fixed cost structure, introducing new initiatives, and optimizing its theatrical footprint.

Additionally, the Company enhanced liquidity through debt refinancing that extended maturities, purchases of debt below par value, and equity sales.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities, Note 9 — Stockholders’ Equity, and Note 16—Subsequent Events for further information.

The table below summarizes net decrease in cash and cash equivalents and restricted cash by quarter for the year ended December 31, 2022:

Three Months Ended

September 30,

(In millions)

Cash flows from operating activities:

Net cash used in operating activities

Cash flows from investing activities:

Net cash used in investing activities

Cash flows from financing activities:

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Net decrease in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

Cash and cash equivalents and restricted cash at end of period

The Company’s net cash provided by (used in) operating activities improved by $ 341.5 million during the three months ended March 31, 2022 compared to the three months ended December 31, 2021, $ 218.4 million during the three months ended June 30, 2022 compared to the three months ended March 31, 2022, deteriorated by $( 147.0 ) million during the three months ended September 30, 2022 compared to the three months ended June 30, 2022, and improved by $ 190.3 million during the three months ended December 31, 2022 compared to September 30, 2022.

The improvement is primarily attributable to working capital changes, partially offset by an increased net loss during the three months ended December 31, 2022.

The Company has also continued to repay rent amounts that were deferred during the pandemic, which increases its cash outflows from operating activities.

See Note 3 — Leases for a summary of the estimated future repayment terms for the remaining $ 157.2 million of rentals that were deferred during the COVID-19 pandemic.

The Company’s net cash provided by (used in )investing activities included:

● $ 34.8 million of capital expenditures and $ 27.9 million of investments in non-consolidated entities, partially offset by proceeds from the disposition of long-term assets of $ 7.2 million during the three months ended March 31, 2022;

● $ 40.4 million of capital expenditures, $ 17.8 million for the acquisition of theatres, partially offset by proceeds of $ 11.4 million from the sale of securities in conjunction with the liquidation of a non-qualified deferred compensation plan during the three months ended June 30, 2022;

● $ 54.5 million of capital expenditures, partially offset by proceeds from disposition of long-term assets $ 3.6 million during the three months ended September 30, 2022;

● $ 72.3 million of capital expenditures, partially offset by $ 0.5 million of proceeds from disposition of long-term assets and $ 1.5 million of proceeds from the sale of NCM shares during the three months ended December 31, 2022.

The Company’s net cash provided by (used in) financing activities included:

● $ 955.7 million of principal and premium payments, $ 52.2 million of taxes paid for restricted unit withholdings, and $ 17.7 million of cash used to pay for deferred financing costs, partially offset by proceeds from the Company’s debt issuances of $ 950.0 million during the three months ended March 31, 2022;

● $ 57.9 million of principal and premium payments, $ 1.8 million of cash used to pay for deferred financing costs and $ 0.7 million of AMC Preferred Equity Unit issuance during the three months ended June 30, 2022;

● $ 7.4 million principal payments and $ 0.5 million of cash used to pay deferred financing costs, partially offset by $ 8.5 million of net proceeds from AMC Preferred Equity Units issuance during the three months ended September 30, 2022;

● $ 529.5 million of principal and premium payments and $ 6.9 million of cash used to pay for deferred financing costs, partially offset by proceeds from the Company’s debt issuance of $ 368.0 million and $ 212.6 million of net proceeds from AMC Preferred Equity Units issuance during the three months ended December 31, 2022.

The table below summarizes net increase (decrease) in cash equivalents and restricted cash by quarter for the year ended December 31, 2021:

Three Months Ended

September 30,

(In millions)

Cash flows from operating activities:

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Net increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash at beginning of period

Cash and cash equivalents and restricted cash at end of period

The Company’s net cash used in operating activities improved by $ 79.1 million during the three months ended June 30, 2021 compared to the three months ended March 31, 2021, $ 119.9 million during the three months ended September 30, 2021 compared to the three months ended June 30, 2021, and $ 160.4 million during the three months ended December 31, 2021 compared to the three months ended September 30, 2021.

This is primarily attributable to continued increases in attendance and industry box office revenues during the year ended December 31, 2021.

The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations, satisfy its obligations, including cash outflows to repay rent amounts that were deferred during the COVID-19 pandemic and planned capital expenditures, and comply with minimum liquidity and financial covenant requirements under its debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility for at least the next twelve months.

In order to achieve net positive operating cash flows and long-term profitability, the Company believes that operating revenues and attendance levels will need to increase significantly from 2021 and 2022 levels to levels in line with pre-COVID-19 operating revenues.

The Company believes the anticipated volume of titles available for theatrical release, and the anticipated broad appeal of many of those titles will support increased operating revenues and attendance levels.

The Company believes that recent operating revenues attendance levels are positive signs of continued demand for the moviegoing experience.

Total revenues for the years ended December 31, 2022, 2021, and 2020 were $ 3.9 billion, $ 2.5 billion, and $ 1.2 billion, respectively, compared to $ 5.5 billion for the year ended December 31, 2019.

For the years ended December 31, 2022, 2021, and 2020 attendance was 201.0 million patrons, 128.5 million patrons, and 75.2 million patrons, respectively, compared to 356.4 million patrons for the year ended December 31, 2019.

Moreover, it is difficult to predict future operating revenues and attendance levels and there remain significant risks that may negatively impact operating revenues and attendance, including movie studios release schedules, the production and theatrical release of fewer films compared to levels before the onset of the COVID-19 pandemic, and direct to streaming or other changing movie studio practices.

The Company entered the Ninth Amendment pursuant to which the requisite revolving lenders party thereto agreed to extend the fixed date for the termination of the suspension period for the financial covenant (the secured leverage ratio) applicable to the Senior Secured Revolving Credit Facility from March 31, 2021 to March 31, 2022, which was further extended by the Eleventh Amendment and the Twelfth Amendment from March 31, 2022 to March 31, 2023, and then from March 31, 2023 to March 31, 2024, respectively, in each case, as described, and on the terms and conditions specified, therein.

As of December 31, 2022, the Company was subject to a minimum liquidity requirement of $ 100 million as a condition to the Extended Covenant Suspension Period (as defined in Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof).

The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024;

since the financial covenant applicable to the Senior Secured Revolving Credit Facility is tested as of the last day of any fiscal quarter for which financial statements have been (or were required to have been) delivered, the financial covenant has been effectively suspended through maturity of the Senior Secured Revolving Credit Facility.

The 11.25 % Odeon Term Loan Facility due 2023 (“Odeon Term Loan Facility”) was to mature on August 19, 2023, during the third fiscal quarter of the Company’s next calendar year.

On October 20, 2022, the Company completely repaid the Odeon Term Loan Facility using existing cash and $ 363.0 million net proceeds from the issuance of Odeon Notes due 2027.

The Company may, at any time and from time to time, seek to retire or purchase debt through cash purchases and/or exchanges for equity (including AMC Preferred Equity Units) or debt, in open-market purchases, privately negotiated transactions or otherwise.

Stock Split and Reverse Stock Split.

On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Class A common stock (“Common Stock”) outstanding at the close of business August 15, 2022, the record date.

The dividend was paid at the close of business August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date.

Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.

On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock.

As a result of the reverse stock split, each share of Series A Convertible Participating Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity Unit became equivalent to one -tenth (1/10th) of a share of Common Stock.

The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding.

The Company concluded that this change in conversion ratio is analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an effect on the number of AMC Preferred Equity Units outstanding.

Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split.

References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.

The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve months.

The Company is subject to a minimum liquidity requirement of $ 100.0 million as a condition to the financial covenant suspension period under the Credit Agreement.

The Company believes it will comply with the minimum liquidity requirement through the current maturity date of the Senior Secured Revolving Credit Facility on April 22, 2024.

The Company currently does not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon maturity, although it may seek to replace it in the future.

The Company’s cash burn rates are not sustainable long-term.

In order to achieve sustainable net positive operating cash flows and long-term profitability, the Company believes that operating revenues will need to increase to levels in line with pre-COVID-19 operating revenues.

North America box office grosses were down approximately 21 % for the year ended December 31, 2023, compared to the year ended December 31, 2019.

Until such time as the Company is able to achieve positive operating cash flow, it is difficult to estimate the Company’s liquidity requirements, future cash burn rates, future operating revenues, and attendance levels.

Depending on the Company’s assumptions regarding the timing and ability to achieve levels of operating revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to estimate the Company’s liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels, and success of individual titles.

Additionally, the effects of labor stoppages, including but not limited to the Writers Guild of America strike and the Screen Actors Guild-American Federation of Television and Radio Artists strike that occurred during 2023 cannot be reasonably estimated and are expected to have a negative impact in 2024 on the future

film slate for exhibition, the Company’s future liquidity and cash burn rates.

Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet its obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.

The Company may, at any time and from time to time, seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.

Such repurchases or exchanges, if any, will be upon such terms and at such prices as it may determine, and will depend on prevailing market conditions, its liquidity requirements, contractual restrictions and other factors.

The amounts involved may be material and to the extent equity is used, dilutive.

On December 22, 2022, the Company entered into the Forward Purchase Agreement with Antara pursuant to which the Company agreed to (i) sell to Antara 10,659,511 AMC Preferred Equity Units for an aggregate purchase price of $ 75.1 million and (ii) simultaneously purchase from Antara $ 100.0 million aggregate principal amount of the Company’s 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity Units.

On February 7, 2023, the Company issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for $ 75.1 million in cash and $ 100.0 million aggregate principal amount of the Company’s 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026.

The Company recorded $ 193.7 million to stockholders’ deficit as a result of the transaction.

The Company paid $ 1.4 million of accrued interest in cash upon exchange of the notes.

See Note 9—Stockholders’ Deficit for more information.

The below table summarizes the cash debt repurchase transactions that occurred during the year ended December 31, 2023, including related party transactions with Antara, which became a related party on February 7, 2023.

These transactions were executed at terms equivalent to an arms-length transaction.

See Note 8—Corporate Borrowings and Finance Lease Liabilities for more information.

Aggregate Principal

Reacquisition

Accrued Interest

(In millions)

Extinguishment

Related party transactions:

Second Lien Notes due 2026

5.875 % Senior Subordinated Notes due 2026

Total related party transactions

Non-related party transactions:

Second Lien Notes due 2026

Total non-related party transactions

Total debt repurchases

During the year ended December 31, 2022, the Company repurchased $ 118.3 million aggregate principal of the Second Lien Notes due 2026 for $ 68.3 million and recorded a gain on extinguishment of $ 75.0 million in other expense (income).

2 unchanged sentences

See Note 8—Corporate Borrowings and Finance Lease Liabilities for more information.

The Company received rent concessions provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic.

These concessions primarily consisted of rent abatements and the deferral of rent payments.

As a result, deferred lease amounts were approximately $ 157.2 million as of December 31, 2022.

Including repayments of deferred lease amounts, the Company’s cash expenditures for rent increased significantly during the year ended December 31, 2022 compared to the year ended December 31, 2021.

See Note 3 — Leases for a summary of the estimated future repayment terms for the deferred lease amounts due to COVID-19 and also a summary of the estimated future repayment terms for the minimum operating lease and finance lease amounts.

It is very difficult to estimate the Company’s liquidity requirements, future cash burn rates, future operating revenues, and attendance levels.

Depending on the Company’s assumptions regarding the timing and ability to achieve significantly increased levels of operating revenue, the estimates of amounts of required liquidity vary significantly.

In order to achieve net positive operating cash flows and long-term profitability, the Company believes that operating revenues will need to increase significantly to levels in line with pre-COVID-19 operating revenues.

The Company’s current cash burn rates are not sustainable.

Further, the Company cannot accurately predict what future changes may occur to the supply or release date of movie titles available for theatrical exhibition once moviegoers are prepared to return in large numbers.

Nor can the Company know with certainty the impact on consumer movie-going behavior of studios who release movies to theatrical exhibition and their streaming platforms on the same date, or the potential attendance impact of other studio decisions to accelerate in-home availability of their theatrical movies.

Studio negotiations regarding evolving theatrical release models and film licensing terms are ongoing.

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to estimate our liquidity requirements and future cash burn rates will be correct, and our ability to be predictive is uncertain due to limited ability to predict studio film release dates and success of individual titles.

Further, there can be no assurances that the Company will be successful in generating the additional liquidity necessary to meet the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.

If the Company is unable to maintain or renegotiate our minimum liquidity covenant requirements, it could have a significant adverse effect on the Company’s business, financial condition and operating results.

AMC Preferred Equity Units.

On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit (an “AMC Preferred Equity Unit”) for each share of Class A common stock outstanding at the close of business August 15, 2022, the record date.

The dividend was paid at the close of business August 19, 2022 to investors who held Class A common shares as of August 22, 2022, the ex-dividend date.

Each AMC Preferred Equity Unit is a depositary share and represents an interest in one one-hundredth (1/100th) of a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit agreement.

The Company has 50,000,000 Preferred Stock shares authorized, 10,000,000 of which have currently been allocated and 7,245,872 have been issued under the depositary agreement as Series A Convertible Participating Preferred Stock, leaving 40,000,000 unallocated Preferred Stock shares.

Each AMC Preferred Equity Unit is designed to have the same economic and voting rights as a share of Class A common stock.

Trading of the AMC Preferred Equity Units on the NYSE began on August 22, 2022 under the ticker symbol “APE”.

Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.

Accordingly, all references made to share, per share or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the special stock dividend as a stock split.

See Note 9–Stockholders’ Equity and Note 15–Loss Per Share.

The below table summarizes various debt for equity exchange transactions that occurred during the year ended December 31, 2023.

See Note 8—Corporate Borrowings and Finance Lease Liabilities, Note 9—Stockholders’ Deficit, and Note 16—Subsequent Events for more information.

Aggregate Principal

Accrued Interest

(In millions, except for share data)

Extinguishment

Second Lien Notes due 2026

During the year ended December 31, 2023, the Company raised gross proceeds of approximately $ 790.0 million and paid fees to sales agents and incurred third-party issuance costs of approximately $ 19.8 million and $ 9.9 million, respectively, through its at-the-market offering of approximately 88.0 million shares of its Common Stock and 7.1 million of its AMC Preferred Equity Units.

The Company paid $ 12.6 million of other third-party issuance costs during

the year ended December 31, 2023.

See Note 9—Stockholders’ Deficit for further information regarding the at-the-market offerings.

During the year ended December 31, 2022, the Company sold 20.8 million AMC Preferred Equity Units.

The Company generated approximately $ 228.8 million in gross proceeds from sales under one “at-the-market” offering program, paid fees to the sales agents and incurred third-party issuance costs of approximately $ 5.7 million and $ 5.5 million, respectively.

During the year ended December 31, 2021, the Company sold 24.2 million shares of the Company’s Common Stock and 24.2 million AMC Preferred Equity Units.

The Company generated $ 1,611.8 million in aggregate gross proceeds from sales under various “at-the-market” offering programs, paid fees to the sales agents of approximately $ 40.3 million and paid other fees of $ 0.8 million.

Temporarily Suspended or Limited Operations.

For approximately the first six months of the year ended December 31, 2021, the Company had suspended or limited operations in our International markets segment due to the COVID-19 pandemic.

As of June 30, 2021, substantially all of our International markets theatres had resumed operations.

Use of Estimates.

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Majority-owned subsidiaries that the Company has control of are consolidated in the Company’s consolidated subsidiaries;

consequently, a portion of its stockholders’ equity, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests.

The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S.

consequently, a portion of its stockholders’ deficit, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests.

The Company manages its business under two reportable segments for its theatrical exhibition operations:

markets and International markets.

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Majority-owned subsidiaries that the Company has control of are consolidated in the Company’s consolidated financial statements;

consequently, a portion of its stockholders’ equity, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests.

On August 28, 2020, the Company entered into an agreement to sell its equity interest in Forum Cinemas OU, which consists of nine theatres located in the Baltic region (Latvia, Lithuania and Estonia) and is included in the Company’s International markets reportable segment, for total consideration of approximately € 77.25 million, including cash of approximately € 64.35 million or $ 76.6 million prior to any transaction costs.

This transaction was undertaken by the Company to further increase its liquidity and strengthen its balance sheet at a transaction multiple that demonstrates that market participants ascribe positive value to the business.

consequently, a portion of its stockholders’ deficit, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests.

On August 28, 2020, the Company entered into an agreement to sell its equity interest in Forum Cinemas OU, which consists of nine theatres located in the Baltic region (Latvia, Lithuania and Estonia) and that were included in the Company’s International markets reportable segment, for total consideration of approximately € 77.25 million, including cash of approximately € 64.35 million or $ 76.6 million prior to any transaction costs.

This transaction was undertaken by the Company to further increase its liquidity and strengthen its balance sheet.

The completion of the sale took place in several steps, as noted below, and was contingent upon clearance from each regulatory competition council in each country.

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Pursuant to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement than the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the agreement.

See Note 6 — Investments for further information regarding the common unit adjustment (“CUA”) and the fair value measurement of the non-cash consideration.

The interest expense was calculated using discount rates that ranged from 6.5 % to 18.25 %, which are the rates at which the Company believes it could borrow in separate financing transactions.

Customer Engagement Programs.

AMC Stubs ® is a customer loyalty program in the U.S.

See Note 2 — Revenue Recognition and Note 6 — Investments for further information regarding the common unit adjustment (“CUA”) and the fair value measurement of the non-cash consideration.

Customer Loyalty Programs.

AMC Stubs ® (“Stubs”) is a customer loyalty program in the U.S.

markets which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services.

It features both a paid tier called AMC Stubs Premiere TM for a flat annual membership fee and a non-paid tier called AMC

Stubs ® Insider TM .

It features both a paid tier called AMC Stubs Premiere TM (“Premiere”) for a flat annual membership fee and a non-paid tier called AMC Stubs ® Insider TM (“Insider”).

Both programs reward loyal guests for their patronage of AMC Theatres.

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A portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recognized as the rights are redeemed or expire.

AMC Stubs ® A-List is the Company’s monthly subscription-based tier of the AMC Stubs ® loyalty program.

This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to already seen movies from $ 19.95 and $ 24.95 per month depending upon geographic market.

AMC Stubs ® A-List (“A-List”) is the Company’s monthly subscription-based tier of the Stubs loyalty program.

This program offers guests admission to movies at AMC up to three times per week including multiple movies per day and repeat visits to movies from $ 19.95 and $ 24.95 per month depending upon geographic market.

Revenue is recognized ratably over the enrollment period.

The Company suspended the recognition of deferred revenues related to certain loyalty programs, gift cards, and exchange tickets during the period in which its operations were temporarily suspended.

As the Company re-opened theatres, A-List members had the option to reactivate their subscription, which restarted the monthly charge for the program.

Starting in July of 2021, all A-List monthly subscriptions were automatically reactivated and the Company has resumed a more normal recognition pattern for deferred revenues related to certain loyalty programs, gift cards and exchange tickets.

Advertising Costs.

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Cash and Cash Equivalents.

All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents.

All investments purchased with an original maturity of three months or less are classified as cash equivalents.

At December 31, 2023, cash and cash equivalents for the U.S.

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Restricted cash is cash held in the Company's bank accounts in International markets as a guarantee for certain landlords.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statements of Cash Flows.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statements of Cash Flows.

(In millions)

December 31, 2023

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Restricted cash

Total cash, cash equivalents and restricted cash in the statement of cash flows

Derivative Asset and Liability.

Prior to September 14, 2020, the Company remeasured the derivative asset related to its contingent call option to acquire shares of its Class B common stock at no additional cost and the derivative liability related to the conversion feature in its Convertible Notes due 2026 at fair value each reporting period until the conversion price reset on September 14, 2020, with changes in fair value recorded in the consolidated statements of operations in other expense (income).

The Company obtained independent third-party valuation studies to assist in determining fair value.

The Company’s valuation studies used a Monte Carlo simulation approach and were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy.

The Company’s Common Stock price at the end of each reporting period as well as the remaining amount of time until expiration for the contingent call option and conversion feature were key inputs for the estimation of fair value that were expected to change each reporting period.

The Company recorded other expense (income) related to derivative asset fair value adjustments of $ 0 million, $ 0 million and $ 19.6 million, during the years

ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively, and other expense (income) related to derivative liability fair value adjustments of $ 0 million, $ 0 million, and $ 89.4 million, during the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities and Note 9 — Stockholders’ Equity for further discussions.

Total cash and cash equivalents and restricted cash in the statement of cash flows

Intangible Assets.

Intangible assets were recorded at fair value for intangible assets resulting from the acquisition of Holdings by Wanda on August 30, 2012 and other theatre acquisitions.

Intangible assets are comprised of amounts assigned to management contracts, which are being amortized on a straight-line basis over the estimated remaining useful lives of the assets, and trademark and trade names.

Intangible assets are comprised of management contracts, a trademark, and trade names.

Amortizable intangible assets are being amortized on a straight-line basis over the estimated remaining useful lives of the assets.

The Company evaluates definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable.

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The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test.

During the year ended December 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $ 14.4 million in the U.S.

markets and indefinite-lived intangible assets of $ 15.2 million in the International markets.

There were no intangible asset impairment charges incurred during the years ended December 31, 2022 and December 31, 2021.

There were no intangible asset impairment charges incurred during the years ended December 31, 2023, December 31, 2022, and December 31, 2021.

The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its consolidated balance sheets.

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a 14.6 % interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a satellite distribution network for feature films and other digital cinema content;

a 10.0 % interest in Saudi Cinema Company, LLC (“SCC”);

a 50 % ownership interest in three U.S.

a 50 % ownership interest in four U.S.

motion picture theatres and approximately 50 % ownership interest in 61 theatres in Europe.

Indebtedness held by equity method investees is non-recourse to the Company.

In 2020, the Company early adopted the amendments in S-X Rule 1-02(w) related to significant subsidiary tests of nonconsolidated entities.

The Company’s recorded goodwill was $ 2,358.7 million and $ 2,342.0 million as of December 31, 2023 and December 31, 2022, respectively.

Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings by Wanda on August 30, 2012 and subsequent theatre business acquisitions.

The Company evaluates goodwill recorded at the Company’s two reporting units (Domestic Theatres and International Theatres).

Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings on August 30, 2012 and subsequent theatre business acquisitions.

The Company evaluates goodwill at its two reporting units (Domestic Theatres and International Theatres).

Also, the Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter and any time an event occurs or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount.

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If an impairment analysis is needed, the Company performs a quantitative impairment test for goodwill, which involves estimating the fair value of the reporting unit and comparing that value to its carrying value.

If the estimated fair value of the reporting unit is less than its carrying value, the

difference is recorded as goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit.

If the estimated fair value of the reporting unit is less than its carrying value, the difference is recorded as goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit.

Qualitative impairment tests .

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The Company concluded that there were no triggering events that had occurred between the annual assessment date and December 31, 2023.

Step 1 quantitative goodwill impairment tests performed during 2020.

In accordance with ASC 350-20-35-30, the Company performed an assessment to determine whether there were any events or changes in circumstances that would warrant an interim ASC 350 impairment analysis.

A decline in the Common Stock price and prices of the Company’s corporate borrowings and the resulting impact on market capitalization are two of several factors considered when making this evaluation.

In performing the Step 1 quantitative goodwill impairment test, the Company used an enterprise value approach to measure fair value of the reporting units.

Based on sustained declines during the first quarter of 2020 in the Company’s enterprise market capitalization and the temporary suspension of operations at all the Company’s theatres on or before March 17, 2020 due to the COVID-19 pandemic, the Company performed a Step 1 quantitative goodwill impairment test of the Domestic and International reporting units as of March 31, 2020.

The enterprise fair values of the Domestic Theatres and International Theatres reporting units were less than their carrying values and goodwill impairment charges of $ 1,124.9 million and $ 619.4 million, respectively, were recorded as of March 31, 2020 for the Company’s Domestic Theatres and International Theatres reporting units.

Due to the suspension of operations during the second and third quarters of 2020 and the further delay or cancellation of film releases, the Company performed a Step 1 quantitative impairment test of the Domestic and International reporting units as of September 30, 2020.

See Note 12 — Fair Value Measurements for a discussion of the valuation methodology.

The enterprise fair value of the Domestic Theatres and International Theatres reporting units was less than their carrying values and goodwill impairment charges of $ 151.2 million and $ 5.6 million, respectively, were recorded as of September 30, 2020 for the Company’s Domestic Theatres and International Theatres reporting units.

Due to the further delay or cancellation of film releases and the further suspension of operations in the International markets, the Company performed a Step 1 quantitative impairment test of the Domestic and International reporting units as of December 31, 2020.

See Note 12 — Fair Value Measurements for a discussion of the valuation methodology.

The enterprise fair value of the Domestic Theatres reporting unit was greater than its carrying value and the enterprise fair value of the International Theatre reporting unit was less than its carrying value.

As a result, goodwill impairment charge of $ 405.3 million was recorded as of December 31, 2020 for the Company’s International Theatres reporting unit.

There is considerable management judgment with respect to cash flow estimates and discount rates to be used in determining fair value, which fall under Level 3 within the fair value measurement hierarchy.

Given the nature of the Company’s business and its recent history, future impairments are possible based upon business conditions, movie release dates, and attendance levels.

Other Long-term Assets.

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Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet.

The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts.

The change in book overdrafts is reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts.

The amount of these checks included in accounts payable as of December 31, 2023 and December 31, 2022 was $ 3.0 million and $ 2.2 million, respectively.

The Company leases theatres and equipment under operating and finance leases.

The majority of the Company’s operations are conducted in premises occupied under lease agreements with initial base terms ranging generally from 12 to 15 years , with certain leases containing options to extend the leases for up to an additional 20 years .

Many of the leases contain options to extend the leases for additional periods.

The Company typically does not believe that the exercise of the renewal options is reasonably assured at the inception of the lease agreements and, therefore, considers the initial base term as the lease term.

Lease terms vary but generally, the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues.

The Company often receives contributions from landlords for renovations at existing locations.

The Company often receives contributions from landlords for

renovations at existing locations.

The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement.

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The minimum lease payments include base rent and other fixed payments, including fixed maintenance costs.

The Company’s leases have remaining lease terms of approximately 1 year to 25 years , which may include the option to extend the lease when it is reasonably certain the Company will exercise that option.

The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term.

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There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy, see Note 12 — Fair Value Measurements.

The following table summarizes the Company’s assets that were impaired:

The following table summarizes the Company’s impairments for the years ended December 31, 2023, December 31, 2022, and December 31, 2021:

(In millions)

Impairment of long-lived assets

Impairment of definite-lived intangible assets

Impairment of indefinite-lived intangible assets

Impairment of goodwill (1)

Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill

Impairment of equity method investments recorded in equity in (earnings) loss of non-consolidated entities

Impairment of other assets recorded in investment expense (income)

Total impairment loss

(1) See Note 5—Goodwill and Intangible Assets for information regarding goodwill impairment.

During the year ended December 31, 2023, the Company recorded non-cash impairment of long-lived assets of $ 49.2 million on 68 theatres in the U.S.

markets with 817 screens (in Alabama, Arkansas, Arizona, California, Connecticut, District of Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kentucky, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, North Carolina, North Dakota, New York, Ohio, Oklahoma, Oregon, Pennsylvania, Tennessee, Texas, Utah, West Virginia, and Wisconsin) and $ 59.7 million on 53 theatres in the International markets with 456 screens (in Germany, Italy, Spain, Sweden, and the UK), which were related to property, net and operating lease right-of-use assets, net.

markets with 738 screens (in Alabama, Colorado, District of Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, North Carolina, New York, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, West Virginia) and $ 57.7 million on 57 theatres in the International markets with 488 screens (in Germany, Ireland, Italy, Portugal, Spain, Sweden, and UK), which were related to property, net and operating lease right-of-use assets, net.

In addition, during the year ended December 31, 2023, the Company recorded impairment losses of $ 1.0 million within

investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method in the U.S.

During the year ended December 31, 2022, the Company recorded non-cash impairment of long-lived assets of $ 73.4 million on 68 theatres in the U.S.

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During the year ended December 31, 2021, the Company recorded non-cash impairment of long-lived assets of $ 61.3 million on 77 theatres in the U.S.

markets with 1,139 screens and $ 25.4 million on 37 theatres with 340 screens, which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $ 14.4 million in the U.S.

For indefinite-lived intangible asset, the Company recorded impairment charges related to the Odeon trade name of $ 12.5 million and Nordic trade names of $ 2.7 million during the year ended December 31, 2020.

During the year ended December 31, 2020, the Company recorded impairment losses in the International markets related to equity method investments of $ 8.6 million in equity in (earnings) loss of non-consolidated entities.

In addition, during the year ended December 31, 2020, the Company recorded impairment losses of $ 15.9 million within investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method in the U.S.

markets with 805 screens and $ 15.9 million on 14 theatres in the International markets with 118 screens, which were related to property, net and operating lease right-of-use assets, net.

Foreign Currency Translation.

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and frozen defined benefit pension plans in the U.K.

The Company also sponsors a postretirement deferred compensation plan, which was terminated on May 3, 2021 and liquidated during 2022, and also various defined contribution plans.

The following table sets forth the plans’ benefit obligations and plan assets and the accrued liability for benefit costs included in the consolidated balance sheets:

The Company also sponsored a postretirement deferred compensation plan, which was liquidated during 2022, and also various defined contribution plans.

The following table sets forth the plans’ benefit obligations and plan assets included in the consolidated balance sheets:

Pension Benefits

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Aggregated fair value of plan assets at end of period

Net (liability) asset for benefit cost - funded status

Net (liability) asset - funded status

(1) At December 31, 2023 and December 31, 2022, U.S.

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Rate of compensation increase

The offset to the pension liability is recorded in equity as a component of accumulated other comprehensive (income) loss.

The offset to the pension liability is recorded in stockholders’ deficit as a component of accumulated other comprehensive (income) loss.

For further information, see Note 14—Accumulated Other Comprehensive Income (Loss) for pension amounts and activity recorded in accumulated other comprehensive income.

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The non-operating component of net periodic benefit costs is recorded in other expense (income) in the consolidated statements of operations.

During the year ended December 31, 2020, before the Sweden pension benefit plan was frozen, the service cost component of net periodic benefit cost was recorded in general and administrative other.

The following table provides the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter:

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As of December 31, 2023, for the International investment portfolio, 4 % consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 28 % included mutual funds and collective trust funds valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy) and 68 % were valued using the net asset value per share (or its equivalent) as a practical expedient.

Under the defined contribution plan, the Company sponsors a voluntary 401(k) savings plan covering certain U.S.

employees age 21 or older and who are not covered by a collective bargaining agreement.

Under the Company’s 401(k) Savings Plan, except during the 2020 furlough period, the Company matched 100 % of each eligible employee’s elective contributions up to 3 % and 50 % of contributions up to 5 % of the employee’s eligible compensation.

During 2023, there was a ruling in the United Kingdom related to the validity of certain amendments to benefits in contracted-out salary-related defined benefit pension plans.

The ruling is subject to an ongoing appeal.

The ruling may potentially be applicable to certain defined benefit pension plans the Company has in the United Kingdom.

While the Company does not believe the impact of this ruling will have a material impact on our projected benefit obligation, it will continue to monitor the appeals process.

As of December 31, 2023, no specific adjustments for this matter have been included in estimating the projected benefit obligation and related net periodic benefit cost of the applicable plans.

The Company sponsors various defined contribution plans which include company match features in the U.S.

and Internationally.

The expense related to defined contribution plans for the years ended December 31, 2023, December 31, 2022, and December 31, 2021, was $ 9.8 million, $ 9.0 million, and $ 8.4 million, respectively.

Income and Operating Taxes.

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Grants related to the construction of long-lived assets are treated as reductions to the cost of the associated assets.

During the year ended December 31, 2022 the Company recognized government assistance in other income of $ 25.8 million, primarily related to grants in Italy and Germany.

During the year ended December 31, 2023, the Company recognized government assistance in other income of $ 4.8 million, primarily related to grants in the International markets.

During the year ended December 31, 2022, the Company recognized government assistance in other income of $ 25.8 million, primarily related to grants in the International markets.

The general requirements of the grants were that the grantees must have lost income due to the COVID-19 pandemic.

In Germany, the grants can potentially be subject to a final audit, however the Company believes the risk of claw-back is remote and therefore have recognized the entire award received.

Additionally, the Company recognized $ 1.9 million of government assistance as reduction to property, net during the twelve months ended December 31, 2022.

The assistance relates to the construction of capital assets related to the innovation, modernization, and digitalization of the theatrical exhibition industry.

The Company concluded all grant criteria had been met and therefore have recognized the entire award.

Additionally, the Company recognized $ 3.2 million and $ 1.9 million of government assistance as reduction to property, net during the years ended December 31, 2023, and December 31, 2022, respectively.

The assistance relates to the construction of capital assets related to the innovation, modernization, and digitalization of the theatrical exhibition industry in certain countries in the International markets.

During the year ended December 31, 2023, the Company was awarded $ 10.0 million of tax credits in our International markets that have been or will be utilized to offset employer payroll tax or value-added tax liabilities.

The tax credits by the government to support entities in the film exhibition industry.

The Company has recorded these credits as reductions to rent expense and operating expense as those expenses were the basis for the tax credits awarded.

Other Expense (Income):

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(In millions)

Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes

Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement

Credit losses (income) related to contingent lease guarantees

Governmental assistance due to COVID-19 - International markets

Governmental assistance due to COVID-19 - U.S.

Credit income related to contingent lease guarantees

Governmental assistance - International markets

Governmental assistance - U.S.

Foreign currency transaction gains

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Gain on extinguishment - Senior Subordinated Notes due 2026

Loss on debt extinguishment - Odeon Term Loan Facility

Gain on extinguishment - Senior Subordinated Notes due 2027

Loss on extinguishment - Odeon Term Loan Facility

Financing fees related to modification of debt

Derivative stockholder settlement

Shareholder litigation

Business interruption insurance recoveries

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Accounting Pronouncements Recently Adopted

Government Assistance.

In November 2021, the FASB issued Accounting Standards Update (“ASU”) No.

2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance (“ASU 2021-10”).

The amendments in ASU 2021-10 require annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies.

On January 1, 2022, the Company adopted ASU 2021-10.

See Note 1 for further information regarding government assistance.

Reference Rate Reform.

In March 2020, the FASB issued guidance providing optional expedients to account for the effects of reference rate reform to contracts, hedging relationships, and other transactions affected by the transition from the use of London Interbank Offered Rate (LIBOR) to an alternative reference rate.

The Company elected to apply the optional expedients under ASC 848 to modifications of contracts that previously referenced LIBOR.

The optional expedients eliminate the need to remeasure the contracts or reassess any accounting determinations.

See Note 8—Corporate Borrowings and Finance Lease Obligations for further discussion on the election of the optional expedients allowed under ASC 848.

Accounting Pronouncements Issued Not Yet Adopted

Segment Reporting .

In November 2023, the FASB issued ASC 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The amendments in ASU 2023-07 require annual and interim disclosures about significant segment expenses.

ASU 2023-07 is effective for the Company for the year ended December 31, 2024, and every interim period thereafter.

Income Tax Disclosures .

In December 2023, the FASB issued ASC 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2023-09”).

The amendments in ASU 2023-09 require entities to disclose on an annual basis (1) specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold.

The amendments would also require that entities disclose various information about income taxes paid and (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and (2) foreign and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

ASU 2023-09 is effective for the Company for the year ended December 31, 2025.

NOTE 2—REVENUE RECOGNITION

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Current liabilities

Deferred revenue related to contracts with customers

Deferred revenues related to contracts with customers

Miscellaneous deferred income

Deferred revenue and income

Deferred revenues and income

The significant changes in contract liabilities with customers included in deferred revenues and income are as follows:

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Balance December 31, 2023

(1) Includes movie tickets, food and beverage, gift cards, exchange tickets, and AMC Stubs ® and other loyalty membership fees.

(2) Amount of rewards accumulated, net of expirations, that are attributed to AMC Stubs ® and other loyalty programs.

(3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, AMC Stubs ® loyalty programs and other loyalty programs.

(4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, AMC Stubs ® loyalty membership fees and other loyalty programs.

(1) Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and other loyalty membership fees.

(2) Amount of rewards accumulated, net of expirations, that are attributed to loyalty programs.

(3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, and loyalty programs.

(4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, subscription membership fees, and loyalty programs membership fees.

The significant changes to contract liabilities included in the ESA in the consolidated balance sheets, are as follows:

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Balance December 31, 2021

Negative Common Unit Adjustment–reduction of common units (1)

Common Unit Adjustment-additions of common units

Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

Balance December 31, 2022

Common Unit Adjustment–additions of common units

Reclassification of portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

Reclassification, net of adjustments, for portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied

Balance December 31, 2023

(1) Represents the carrying amount of the NCM common units that were previously received under the annual Common Unit Adjustment.

The deferred revenues are being amortized to other theatre revenues over the

remainder of the 30 -year term of the ESA ending in February 2037.

(1) Represents the carrying amount of the NCM common units that were previously received under the annual CUA and subsequent adjustments related to the NCM Bankruptcy, as discussed in greater detail below.

The deferred revenues are being amortized to other theatre revenues over the remainder of the 30 -year term of the ESA ending in February 2037.

NCM Bankruptcy.

On April 11, 2023, NCM filed a petition under Chapter 11 of the U.S.

Bankruptcy Code in the Southern District of Texas.

NCM is the in-theatre advertising provider for the majority of the Company’s theatres in the United States.

Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the “Plan”), NCM has assumed its agreements with the Company.

As part of the Plan, on August 7, 2023, NCM issued 16,581,829 common units (“NCM Common Units”) that were owed to the Company as part of the annual common unit adjustment.

But under the terms of the Plan and restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy of the Plan.

The Company has filed appeals with the United States District Court for the Southern District of Texas, objecting to, among other things, certain terms of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not granted to the Company and appeal of the court’s order to approve cancellation of the NCM Common Unit issuance.

The Company does not expect the NCM bankruptcy to have a material impact on the Company.

Transaction Price Allocated to the Remaining Performance Obligations.

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The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months .

The AMC Stubs Premiere TM annual membership fee is recognized ratably over the one-year membership period.

The Premiere annual membership fee is recognized ratably over the one-year membership period.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

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The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement.

Equipment leases primarily consist of food and beverage equipment.

The Company received rent concessions provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic.

Equipment leases primarily consist of sight and sound and food and beverage equipment.

The Company received rent concessions from lessors that aided in mitigating the economic effects of COVID-19 during the pandemic.

These concessions primarily consisted of rent abatements and the deferral of rent payments.

As a result, deferred lease amounts were approximately $ 56.3 million as of December 31, 2023.

In instances where there were no substantive changes to the lease terms, i.e., modifications that resulted in total payments of the modified lease being substantially the same or less than the total payments of the existing lease, the Company elected the relief as provided by the FASB staff related to the accounting for certain lease concessions.

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The deferred payment amounts have been recorded in the Company’s lease liabilities to reflect the change in the timing of payments.

The deferred payment amounts included in current maturities of operating lease liabilities and long-term operating lease liabilities are reflected in the consolidated statements of cash flows as part of the change in accrued expenses and other liabilities.

Those leases that did not meet the criteria for treatment under the FASB relief were evaluated as lease modifications.

The deferred payment amounts included in accounts payable for contractual rent amounts due and not paid are reflected in accounts payable on the consolidated balance sheets and in the consolidated statements of cash flows as part of the change in accounts payable.

The deferred payment amounts for contractual rent amounts due and not paid are included in accounts payable in the consolidated balance sheets and in change in accounts payable in the consolidated statements of cash flows.

In addition, the Company included deferred lease payments in operating lease right-of-use assets as a result of lease remeasurements.

A summary of deferred payment amounts related to rent obligations for which payments were deferred to 2023 and future years are provided below:

A summary of deferred payment amounts related to rent obligations for which payments were deferred to future periods is provided below:

(In millions)

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Total deferred lease amounts

(1) During the year ended December 31, 2022, the decrease in fixed operating lease deferred amounts includes $ 144.6 million of decreases in the deferred balances as of December 31, 2021 related to payments and abatements.

(1) During the year ended December 31, 2023, the decrease in fixed operating lease deferred amounts includes $ 14.3 million of rent payments that are included in change in accounts payable and $ 82.8 million included in deferred rent and other non-cash rent in the consolidated statements of cash flows.

The following table reflects the lease costs for the years indicated below:

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Operating Lease

Financing Lease

Finance Lease

(In millions)

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Lease Payments

Twelve months ended December 31, 2023

(2) The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and not paid related to operating and finance leases, as shown below:

Total deferred lease amounts recorded in accounts payable

(2) The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and not paid related to operating leases, as shown below:

Operating Lease

Financing Lease

(In millions)

Total deferred lease amounts

As of December 31, 2022, the Company had signed additional operating lease agreements for three theatres that have not yet commenced of approximately $ 78.9 million, which are expected to commence between 2023 and 2024, and carry lease terms of approximately 10 to 20 years .

As of December 31, 2023, the Company had signed additional operating lease agreements for two theatres that have not yet commenced of approximately $ 62.0 million, which are expected to commence in 2024 or thereafter, and carry lease terms of approximately 15 to 20 years .

The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility.

During the year ended December 31, 2023, the Company received a $ 13.0 million buyout incentive from a landlord which provided the landlord the right to terminate the lease of one theatre.

The incentive was treated as a reduction to rent expense in the Company’s consolidated statement of operations.

NOTE 4— PROPERTY

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Currency translation adjustment

Baltics disposition-Estonia (1)

Baltics disposition-Lithuania (1)

Balance December 31, 2022

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Balance December 31, 2023

(1) See Note 1 — The Company and Significant Accounting Policies for further information regarding the Baltic theatre sale.

Detail of other intangible assets is presented below:

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Amortizable Intangible Assets:

Management contracts and franchise rights

Management contracts

Starplex trade name

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Recorded amortization

Estimated annual amortization for the next five calendar years for intangible assets is projected below:

(In millions)

Projected annual amortization

NOTE 6—INVESTMENTS

Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50 % voting control, and are recorded in the consolidated balance sheets in other long-term assets.

Investments in non-consolidated affiliates as of December 31, 2022, include interests in DCDC of 14.6 %, AC JV, owner of Fathom Events, of 32.0 %, SV Holdco, owner of Screenvision, of 18.3 %, DCM of 50.0 %, and SCC of 10.0 %.

The Company also has partnership interests in three U.S.

On December 30, 2022, the Company entered into an agreement to sell its 10.0 % investment in Saudi Cinema Company, LLC for SAR 112.5 million ($ 30.0 million), and on January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company received the proceeds on January 25, 2023.

The Company recorded a gain on the sale of $ 15.5 million in investment income during the year ended December 31, 2023.

Investments in non-consolidated affiliates as of December 31, 2023, include interests in DCDC of 14.6 %, AC JV, owner of Fathom Events, of 32.0 %, SV Holdco, owner of Screenvision, of 18.4 %, and DCM of 50.0 %.

The Company also has partnership interests in four U.S.

motion picture theatres and approximately 50.0 % interest in 61 theatres in Europe.

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Investment in Hycroft

On March 14, 2022, the Company purchased 23.4 million units of Hycroft Mining Holding Corporation (NASDAQ:

HYMC) (“Hycroft”) for $ 27.9 million, with each unit consisting of one common share of Hycroft and one common share purchase warrant.

On March 14, 2022, the Company purchased 2.3 million units of Hycroft for $ 27.9 million, with each unit consisting of one common share of Hycroft and one common share purchase warrant.

The units were priced at $ 11.93 per unit.

Each warrant is exercisable for one common share of Hycroft at a price of $ 10.68 per share over a 5-year term through March 2027.

The preceding amounts have been adjusted for the one-for-ten reverse stock split Hycroft effectuated on November 15, 2023.

Hycroft filed a resale registration statement to register the common shares and warrant shares for the sale under Securities Act on April 14, 2022 which became effective on June 2, 2022.

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Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment income.

During the year ended December 31, 2022, the Company recorded unrealized losses related to the investment in Hycroft of $ 6.3 million in investment expense (income), respectively.

The Company believes the fair value option to be the most appropriate election for this equity method investment as the Company is not entering the mining business.

During the years ended December 31, 2023 and December 31, 2022, the Company recorded unrealized losses related to the investment in Hycroft of $ 12.6 million and $ 6.3 million, respectively, in investment expense (income), respectively.

NCM Transactions

Pursuant to the Company’s Common Unit Adjustment Agreement, from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula (“Common Unit Adjustment” or “CUA”), primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member.

Pursuant to the Company’s Common Unit Adjustment Agreement, from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula, primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member.

The CUA is computed annually, except that an earlier CUA will occur for a Founding Member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent CUA, will cause a change of 2 % or more in the total annual attendance of all of the Founding Members.

In the event that a CUA is determined to be a negative number, the Founding Member shall cause, at its election, either (a) the transfer and surrender to NCM of a number of common units equal to all or part of such Founding Member’s CUA or (b) pay to NCM an amount equal to such Founding Member’s CUA calculated in accordance with the CUA Agreement.

In March 2020, the NCM CUA resulted in a positive adjustment of 1,390,566 common units for the Company.

The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at fair value of $ 4.8 million, based upon a price per share of National CineMedia, Inc.

(“NCM, Inc.”) of $ 3.46 on March 12, 2020.

In March 2021, the NCM CUA resulted in a negative adjustment of 3,012,738 common units for the Company, and therefore, the Company paid NCM cash of $ 9.2 million and recorded the amount as a reduction to deferred revenues for the ESA.

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In March 2022, the NCM CUA resulted in a positive adjustment of 5,954,646 common units for the Company.

The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at a fair value of $ 15.0 million, based upon a price per share of NCM, Inc.

of $ 2.52 on March 30, 2022.

During the year ended December 31, 2022, the Company sold its shares of NCM, Inc.

for $ 1.5 million and recorded a realized loss in investment expense of $ 13.5 million.

The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at a fair value of $ 15.0 million, based upon a price per share of NCM of $ 2.52 on March 30, 2022.

During the year ended December 31, 2022, the Company sold its shares of NCM for $ 1.5 million and recorded a realized loss in investment expense of $ 13.5 million.

See Note 1 — The Company and Significant Accounting Policies and Note 2 — Revenue Recognition for further information regarding CUA and ESA.

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The distribution reduced the Company’s recorded investment below $ 0 and therefore the Company recorded equity in earnings of $ 4.0 million to increase its investment to $ 0 as the Company has not guaranteed any of the liabilities of DCIP.

During the year ended December 31, 2020, the Company received distributions from DCIP of digital projectors it had been leasing with an estimated fair value of $ 125.2 million, which the Company recorded as a reduction to its investment in DCIP.

DCIP ceased operations

during the year ended December 31, 2022.

The Company received a liquidation distribution of $ 3.4 million from DCIP, which the Company recorded as equity in earnings.

The Company will record any future liquidation distributions to equity in earnings.

During the year ended December 31, 2022, DCIP ceased operations and the Company received a liquidation distribution of $ 3.4 million which the Company recorded as equity in earnings.

AC JV Transactions

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Summary Financial Information

Investments in non-consolidated affiliates accounted for under the equity method as of December 31, 2022, include interests in Hycroft, SV Holdco, DCM, AC JV, DCDC, SCC, 57 theatres in Europe, three U.S.

Investments in non-consolidated affiliates accounted for under the equity method as of December 31, 2023, include interests in Hycroft, SV Holdco, DCM, AC JV, DCDC, 61 theatres in Europe, four U.S.

motion picture theatres, and other immaterial investments.

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Total liabilities

Stockholders’ equity

Liabilities and stockholders’ equity

Stockholders’ (deficit) equity

Liabilities and stockholders’ (deficit) equity

The Company’s recorded investment

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Due to AC JV for Fathom Events programming

Due from Screenvision for on-screen advertising revenue

Due from Nordic JVs

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Other revenues

DCDC content delivery services

Operating expense

DCIP equipment rental expense

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Casualty claims and premiums

Contingent lease liabilities

Contingencies

(1) The equity method investment in Hycroft and related warrants are measured at fair value.

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First Lien Secured Debt:

Senior Secured Credit Facility-Term Loan due 2026 ( 7.274 % as of December 31, 2022)

10.75 % in Year 1, 11.25 % thereafter Cash/PIK Odeon Term Loan Facility due 2023 (£ 147.6 million and € 312.2 million par value as of December 31, 2021)

Senior Secured Credit Facility-Term Loan due 2026 ( 8.474 % as of December 31, 2023 and 7.274 % as of December 31, 2022)

12.75 % Odeon Senior Secured Notes due 2027

7.5 % First Lien Notes due 2029

10.5 % First Lien Notes due 2025

10.5 % First Lien Notes due 2026

15 %/ 17 % Cash/PIK Toggle First Lien Secured Notes due 2026

Second Lien Secured Debt:

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Total carrying value of corporate borrowings and finance lease liabilities

Current maturities corporate borrowings

Current maturities finance lease obligations

Current maturities of corporate borrowings

Current maturities of finance lease liabilities

Total noncurrent carrying value of corporate borrowings and finance lease liabilities

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10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026

15 %/ 17 % Cash/PIK Toggle First Lien Secured Notes due 2026

10.5 % First Lien Notes due 2026

10.5 % First Lien Notes due 2025

Senior Secured Credit Facility-Term Loan due 2026

10.75 % in Year 1, 11.25 % thereafter Cash/PIK Odeon Term Loan Facility due 2023

12.75 % Odeon Senior Secured Notes due 2027

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(In millions)

Odeon Secured Debt

Odeon Senior Secured Notes due 2027.

On October 20, 2022, Odeon Finco PLC, a direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect subsidiary of the Company issued $ 400.0 million aggregate principal amount of its 12.75 % Odeon Senior Secured Notes due 2027 (“Odeon Notes due 2027”), at an issue price of 92.00 %.

The Odeon Notes due 2027 bear a cash interest rate of 12.75 % per annum and will be payable semi-annually in arrears on May 1 and November 1, beginning on May 1, 2023.

The Odeon Notes due 2027 are guaranteed on a senior secured basis by certain subsidiaries of Odeon and by Holdings on a standalone and unsecured basis.

The Odeon Notes due 2027 contain covenants that limit Odeon and certain subsidiaries’ ability to, among other things:

(i) incur additional indebtedness of 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 affiliates;

(vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;

and (vii) impair the security interest in the collateral.

These covenants are subject to a number of important limitations and exceptions.

The Company used the $ 363.0 million net proceeds from the Odeon Notes due 2027 and $ 146.7 million of existing cash to fund the repayment in full of the £ 147.6 million and € 312.2 million ($ 167.7 million and $ 308.9 million, respectively using October 20, 2022 exchange rates) aggregate principal amounts of the Odeon Term Loan Facility and to pay related accrued interest, fees, costs, premiums and expenses.

The Company recorded a loss on debt extinguishment related to this transaction of $ 36.5 million in other expense during the year ended December 31, 2022.

Prior to November 1, 2024, up to 35 % of the original aggregate principal amount of the Odeon Notes due 2027 may be redeemed at a price of 112.75 % of the principal thereof with the net proceeds of one or more certain equity offerings provided that the redemption occurs with the 120 days after the closing of such equity offerings.

On or after November 1, 2024, the Odeon Notes due 2027 will be redeemable, in whole or in part, at redemption prices equal to (i) 106.375 % for the twelve-month period beginning on November 1, 2024;

(ii) 103.188 % for the twelve-month period beginning on November 1, 2025 and (iii) 100.000 % at any time thereafter, plus accrued and unpaid interest, if any.

If the Company or its restricted subsidiaries sell assets under certain circumstances, the Company will be required to use the net proceeds to repay the Odeon Notes due 2027 or any additional First Lien Obligations at a price no less than 100 % of the issue price of the Odeon Notes due 2027, plus accrued and unpaid interest, if any.

Upon a Change of Control (as defined in the indenture governing the Odeon Notes due 2027), the Company must offer to purchase the Odeon Notes due 2027 at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest, if any.

On December 14, 2022, the Odeon Notes due 2027 were admitted to the official list of The International Stock Exchange (“TISE”).

The Odeon Notes due 2027 will automatically delist from TISE on the business day following the maturity date of November 1, 2027, unless adequate notice is given together with supporting documents setting out any changes to the date of maturity or confirmation that the Odeon Notes due 2027 have not been fully repaid.

Odeon Term Loan Facility.

On February 15, 2021, Odeon Cinemas Group Limited (“OCGL”), a wholly-owned subsidiary of the Company, entered into a new £ 140.0 million and € 296.0 million term loan facility (the “Odeon Term Loan due 2023”) agreement (the “Odeon Term Loan Facility”), by and among Odeon, the subsidiaries of Odeon party thereto, the lenders and other loan parties thereto and Lucid Agency Services Limited as agent and Lucid Trustee Services Limited as security agent.

Approximately £ 89.7 million and € 12.8 million of the net proceeds from the Odeon Term Loan Facility were used to repay in full Odeon’s obligations (including principal, interest, fees and cash collateralized letters of credit) under its then-existing revolving credit facility and the remaining net proceeds will be used for general corporate purposes.

The Company recorded deferred financing costs of $ 1.0 million in other expense during the year ended December 31, 2021.

Borrowings under the Odeon Term Loan Facility bear interest at a rate equal to 10.75 % per annum during the first year and 11.25 % thereafter and each interest period is 3 months , or such other period agreed between the Company and the Agent.

The interest is capitalized on the last day of each interest period and added to the outstanding principal amount, however, Odeon has the option to elect to pay interest in cash.

For the first interest period ending May 2021 and the second interest period ending August 2021, Odeon elected to pay in PIK interest.

Odeon paid cash interest with respect to the third interest period ending November 2021.

The principal amount of new funding is prior to deducting discounts of $ 19.4 million and deferred financing costs of $ 16.5 million related to the Odeon Term Loan Facility.

The discount and deferred financing costs will be amortized to interest expense over the term using the effective interest method.

On October 20, 2022, the Company completely repaid the Odeon Term Loan Facility using existing cash and $ 363.0 million net proceeds from the issuance of the Odeon Notes due 2027.

First Lien Toggle Notes Due 2026

On January 15, 2021, the Company issued $ 100.0 million aggregate principal amount of its 15 %/ 17 % Cash/PIK Toggle First Lien Secured Notes due 2026 (the “First Lien Toggle Notes due 2026”) as contemplated by the previously disclosed commitment letter with Mudrick Capital Management, LP (“Mudrick”), dated as of December 10, 2020.

The First Lien Toggle Notes due 2026 were issued pursuant to an indenture dated as of January 15, 2021 among the Company, the guarantors named therein and the U.S.

bank National Association, as trustee and collateral agent.

On September 30, 2021, the Company exercised an option to repurchase $ 35.0 million of its First Lien Toggle Notes due 2026.

The total cost to exercise this repurchase option was $ 40.3 million, including principal, redemption price and accrued and unpaid interest.

As a result of this debt reduction, the Company’s annual cash interest cost were reduced by $ 5.25 million.

During the year ended December 31, 2021, the Company recorded loss on debt extinguishment of $ 14.4 million in other expense.

The First Lien Toggle Notes due 2026 bear cash interest at a rate of 15 % per annum payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2021.

Interest for the first three interest periods after the issue date may, at the Company’s option, be paid in PIK interest at a rate of 17 % per annum, and thereafter interest shall be payable solely in cash.

For the first interest period ended July 15, 2021, the Company elected to pay in PIK interest.

The First Lien Toggle Notes due 2026 will mature on April 24, 2026.

The indenture provides that the First Lien Toggle Notes due 2026 are general senior secured obligations of the Company and are secured on a pari passu basis with the Senior Secured Credit Facilities, the First Lien Notes due 2026, and the First Lien Notes due 2025.

On December 14, 2020, Mudrick received a total of 21,978,022 shares of the Company’s common stock (“Common Stock”);

of which 8,241,758 shares (“Commitment Shares”) relates to consideration received for a commitment fee and 13,736,264 shares (“Exchange Shares”) as consideration received for the second lien exchange.

Mudrick exchanged $ 100 million aggregate principal amount of the Second Lien Notes due 2026 that were held by Mudrick for the Exchange Shares (the “Second Lien Exchange”) and waived its claim to PIK interest of $ 4.5 million principal amount.

The fair value of 21,978,022 shares of the Company’s Common Stock was $ 70.1 million based on the market closing price of $ 3.19 per share on December 14, 2020.

On December 14, 2020, the common shares issued were recorded by the Company in stockholders’ deficit.

During the year ended December 31, 2021, the Company reclassified the prepaid commitment fee and deferred charges of $ 28.6 million to corporate borrowings from other long-term assets for the Commitment Shares and deferred charges.

The prepaid commitment fee was recorded as a discount and, together with deferred charges, will be amortized to interest expense over the term of the First Lien Toggle Notes due 2026 using the effective interest method.

During the year ended December 31, 2020, the Company recorded a gain on extinguishment of the Second Lien Notes due 2026 of $ 93.6 million based on the fair value of the Exchange Shares of $ 43.8 million and the carrying value of the $ 104.5 million principal amount of the Second Lien Notes exchanged of $ 137.4 million.

The Company filed a shelf registration statement in December 2020, which was declared effective providing for the resale of the Exchange Shares.

Senior Secured Credit Facilities.

The Company is party to that certain Credit Agreement, dated as of April 30, 2013 (as amended by that certain First Amendment to Credit Agreement, dated as of December 11, 2015, that certain Second Amendment to Credit Agreement, dated as of November 8, 2016, that certain Third Amendment to Credit Agreement, dated as of May 9, 2017, that certain Fourth Amendment to Credit Agreement, dated as of June 13, 2017, that certain Fifth Amendment to Credit Agreement, dated as of August 14, 2018, that certain Sixth Amendment to Credit Agreement, dated as of April 22, 2019, that certain Seventh Amendment to Credit Agreement, dated as of April 23, 2020, that certain Eighth Amendment to Credit Agreement, dated as of July 31, 2020, that certain Ninth Amendment to Credit Agreement, dated as of March 8, 2021, that certain Tenth Amendment to Credit Agreement, also dated as of March 8, 2021, that certain Eleventh Amendment to Credit Agreement, dated as of December 20, 2021 (the “Eleventh Amendment”), that certain Twelfth Amendment to Credit Agreement, dated as of January 25, 2023 (the “Twelfth Amendment”), and that certain Thirteenth Amendment to Credit Agreement, dated as of June 23, 2023 (the “Thirteenth Amendment”) the “Credit Agreement”), with the issuing banks and lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (as successor to Citicorp North America, Inc., the “Administrative Agent”), pursuant to which the lenders have agreed to provide the Senior Secured Term Loans (as defined below) and the Senior Secured Revolving Credit Facility (as defined below).

The Senior Secured Credit Facilities (as defined below) are provided by a syndicate of banks and other financial institutions.

On June 23, 2023, the Company and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the Thirteenth Amendment, pursuant to which LIBOR, the benchmark rate upon which certain loans, commitments and/or other extensions of credit under the Credit Agreement incur interest, fees or other amounts, was replaced with Term SOFR, a benchmark rate reported by the CME Group Benchmark Administration Limited that is based on the secured overnight financing rate.

Term SOFR under the Credit Agreement is subject to a credit spread adjustment equal to 0.11448 % per annum, 0.26161 % per annum, and 0.42826 % per annum for interest periods of one-month, three-months, or six-months or longer, respectively.

The Thirteenth Amendment became effective at 5:00 p.m.

(New York time) on June 30, 2023.

The Company elected to apply the optional expedients allowed under ASC 848 regarding the discontinuation of LIBOR and reference rate reform.

Pursuant to ASC 848, the Thirteenth Amendment was determined to be an insubstantial modification.

On March 8, 2021, the Company entered into the Ninth Amendment to Credit Agreement (the “Ninth Amendment”), with the requisite revolving lenders party thereto and the Administrative Agent, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement (the “Covenant Suspension Period”) from a period ending March 31, 2021, to a period ending on March 31, 2022, which was extended by the Eleventh Amendment to a period ending on March 31, 2023, which was further extended by the Twelfth Amendment to a period ending on March 31, 2024 (the Covenant Suspension Period as so extended, the “Extended Covenant Suspension Period”).

During the Extended Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, (i) make certain restricted payments, (ii) subject to certain exceptions, incur any indebtedness for borrowed money that is pari passu or senior in right of payment or security with the Revolving Loans (as defined in the Credit Agreement) or (iii) make any investment in or otherwise dispose of any assets to any subsidiary of the Company that is not a Loan Party (as defined in the Credit Agreement) to facilitate a new financing incurred by a subsidiary of the Company.

as an ongoing condition to the suspension of the financial covenant, the Company also agreed to (i) a minimum liquidity test of $ 100 million, (ii) an anti-cash hoarding test at any time Revolving Loans are outstanding and (iii) additional reporting obligations.

In addition, on March 8, 2021 the Company entered into the Tenth Amendment to the Credit Agreement (the “Tenth Amendment”), pursuant to which the Company agreed not to consent to certain modifications to the Credit Agreement described in the Tenth Amendment without the consent of the majority of the revolving lenders party to the Tenth Amendment.

The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024 and we currently do not expect to extend such maturity or replace the Senior Secured Revolving Facility upon such maturity.

On July 31, 2020, the Company entered into the Eighth Amendment to Credit Agreement (the “Eighth Amendment”) with Citicorp North America, Inc., as the administrative agent, pursuant to which certain restrictive provisions, including modifications to the covenants limiting indebtedness, liens, investments, asset sales and restricted payments, were added to the Credit Agreement to ensure that the terms and conditions of the First Lien Notes due 2026, the Convertible Notes due 2026 and the Second Lien Notes due 2026 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder.

On April 23, 2020, the Company entered into the Seventh Amendment to Credit Agreement (the “Seventh Amendment”) with the requisite revolving lenders party thereto and Citicorp North America, Inc., as administrative agent, pursuant to which the requisite revolving lenders party thereto agreed to suspend the financial covenant applicable to the Senior Secured Revolving Credit Facility for the period from and after the effective date of the Seventh Amendment to and including the earlier of (a) March 31, 2021 and (b) the day immediately preceding the last day of the Test Period (as defined in the Credit Agreement) during which the Company has delivered a Financial Covenant Election (as defined in the Credit Agreement) to the Administrative Agent (such period, the “Initial Covenant Suspension Period”).

During the Initial Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, make certain restricted payments, and such conditions were further amended by the Ninth Amendment.

As an ongoing condition to the suspension of the financial covenant, the Company agreed to a minimum Liquidity (as defined in the Seventh Amendment) test, which was amended by the Ninth Amendment.

In addition, the Seventh Amendment provides for certain changes to the covenants limiting indebtedness, liens and restricted payments that were intended to match corresponding restrictions under the 10.5 % First Lien Notes due 2025 (the “First Lien Notes due 2025”) and to ensure that the terms and conditions of the First Lien Notes due 2025 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder.

Pursuant to the terms of the Seventh Amendment, these more restrictive terms will be operative until the repayment, satisfaction, defeasance or other discharge of the obligations under the First Lien Notes due 2025 or an effective amendment of, other consent or waiver with respect to, or covenant defeasance pursuant to the Indenture as result of which the covenants limiting indebtedness, liens and restricted payments thereunder are of no further force or effect.

Certain provisions of the Seventh Amendment are amended by the Ninth Amendment.

On April 22, 2019, the Company entered into the Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with each lender party thereto and Citicorp North America, Inc., as administrative agent.

Pursuant to the Sixth Amendment, the lenders agreed to provide senior secured financing of $ 2,225.0 million in aggregate, consisting of (i) $ 2,000.0 million in aggregate principal amount of senior secured tranche B loans maturing April 22, 2026 (the “Senior Secured Term Loans”) and (ii) a $ 225.0 million senior secured revolving credit facility (which is also available for letters of credit and for swingline borrowings on same-day notice) maturing April 22, 2024 (the “Senior Secured Revolving Credit Facility” and, together with the Senior Secured Term Loan Loans, the “Senior Secured Credit Facilities”).

All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future wholly-owned material U.S.

restricted subsidiaries.

All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including:

● a pledge of 100 % of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S.

subsidiary of a U.S.

subsidiary, will not include more than 65 % of the voting stock of such non-U.S.

subsidiary), subject to certain exceptions;

● a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions.

The Credit Agreement will require the Company to prepay outstanding term loans, subject to certain exceptions, with:

● 50 % (which percentage will be reduced to 0 % if the Company attains a certain secured net leverage ratio) of the Company’s annual excess cash flow;

● 100 % of the net cash proceeds of certain non-ordinary course asset sales by the Company and its restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100 % of such proceeds, subject to certain qualifications;

● 100 % of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than certain debt permitted under the Credit Agreement.

The foregoing mandatory prepayments will be used to reduce the installments of principal payments on the Senior Secured Term Loan.

The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, except for customary “breakage” costs with respect to SOFR loans under the Senior Secured Credit Facilities.

The Senior Secured Term Loans bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50 % per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent from time to time and (c) 1.00 % per annum plus Adjusted Term SOFR (as defined below) for a 1-month tenor or (2) Term SOFR plus a credit spread adjustment of 0.11448 % per annum, 0.26161 % per annum, and 0.42826 % per annum for interest periods of one-month, three months, or six-months or longer, respectively (“Adjusted Term SOFR”) plus (x) in the case of the Senior Secured Term Loans, 2.0 % for base rate loans or 3.0 % for SOFR loans or (y) in the case of the Senior Secured Revolving Credit Facility, an applicable margin based on the Secured Leverage Ratio (as defined in the Credit Agreement).

The rate in effect for the outstanding Senior Secured Term Loan due 2026 was 8.47 % per annum at December 31, 2023, and 7.27 % per annum at December 31, 2022.

The Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers and acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default.

The availability of certain baskets and the ability to enter into certain transactions will also be subject to compliance with certain financial ratios.

In addition, the Senior Secured Revolving Credit Facility includes a financial covenant that requires, in certain circumstances, compliance with a certain secured leverage ratio.

As of December 31, 2023, the Company was in a covenant suspension period under the Senior Secured Revolving Credit Facility as described above.

First Lien Notes Due 2029.

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The First Lien Notes due 2029 bear cash interest at a rate of 7.5 % per annum payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2022.

The First Lien Notes due 2029 have not been registered under the Securities Act of 1933, as amended, and will mature on February 15, 2029.

The First Lien Notes due 2029 have not been registered under the Securities Act, as amended, and will mature on February 15, 2029.

The Company may redeem some or all of the First Lien Notes due 2029 at any time on or after February 15, 2025, at the redemption prices equal to (i) 103.750 % for the twelve-month period beginning on February 15, 2025;

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The indentures governing the First Lien Notes due 2029 also provides for events of default, which, if any occur, would permit or require the principal, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately.

Senior Subordinated Debt Exchange Offers

On July 31, 2020, the Company consummated its previously announced private offers to exchange (the “Exchange Offers”) any and all of its outstanding 6.375 % Senior Subordinated Notes due 2024, 5.75 % Senior Subordinated Notes due 2025, 5.875 % Senior Subordinated Notes due 2026 and 6.125 % Senior Subordinated Notes due 2027 (together the “Existing Subordinated Notes”) for newly issued Second Lien Notes due 2026.

The aggregate principal amounts of the Existing Subordinated Notes set forth in the table below were validly tendered and subsequently accepted.

Such accepted Existing Subordinated Notes were retired and cancelled.

(In thousands)

Total Aggregate Principal Amount Validly Tendered

Percentage of Outstanding Existing Subordinated Notes Validly Tendered

6.375 % Senior Subordinated Notes due 2024 ( £ 496,014 par value)

5.75 % Senior Subordinated Notes due 2025

5.875 % Senior Subordinated Notes due 2026

6.125 % Senior Subordinated Notes due 2027

The Exchange Offers reduced the principal amounts of the Company’s debt by approximately $ 555 million, which represented approximately 23.9 % of the principal amount of the Existing Subordinated Notes.

The Company raised $ 300 million in additional cash from the issuance of the new First Lien Notes due 2026, prior to deducting $ 36 million related to discounts and deferred financing costs paid to the lenders.

Additionally, certain holders of the Existing Subordinated Notes that agreed to backstop the rights offering for $ 200 million of the First Lien Notes due 2026 received five million common shares, or 4.6 % of AMC’s outstanding shares as of July 31, 2020, worth $ 20.2 million at the market closing price on July 31, 2020.

The closing of the Exchange Offers also allowed the Company to extend maturities on approximately $ 1.7 billion of debt to 2026, most of which was maturing in 2024 and 2025 previously.

Interest due for 12 to 18 months after issuance on the Second Lien Notes due 2026 is expected to be paid all or in part on an in-kind basis, thereby generating a further near-term cash savings for the Company of between approximately $ 120 million and $ 180 million.

The Company realized $ 1.2 billion of cancellation of debt income (“CODI”) for tax purposes in connection with its debt restructuring.

As a result of such CODI, $ 1.2 billion of its net operating losses were eliminated as a result of tax attribute reductions, see Note 10 — Income Taxes for further information.

In connection with the Exchange Offers, the Company also received consents from eligible holders of the Existing Subordinated Notes to amend the indentures governing the Existing Subordinated Notes to among other things, (i) release the existing subsidiary guarantees of the Existing Subordinated Notes, (ii) eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default contained in the indentures governing the Existing Subordinated Notes, and (iii) make other conforming changes to internally conform to certain proposed amendments.

The Company performed an assessment on a lender-by-lender basis to identify certain lenders that met the criteria for a troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings by Debtors (“ASC 470-60”) as the Company was experiencing financial difficulties and the lenders granted a concession.

The portion of the loans that did not meet the assessment of TDR under ASC 470-60 were treated as modifications.

The Company accounted for the exchange of approximately $ 1,782.5 million principal amount of its Existing Senior Subordinated Notes for approximately $ 1,289.1 million principal amount of the Second Lien Notes due 2026 as TDR.

The Company accounted for the exchange of the remaining approximately $ 235.0 million principal amount of its Existing Senior Subordinated Notes for approximately $ 173.2 million principal amount of the Second Lien Notes due 2026 as a

modification of debt as the lenders did not grant a concession and the difference between the present value of the old and new cash flows was less than 10 %.

The TDR and modification did not result in a gain recognition and the Company established new effective interest rates based on the carrying value of the Existing Subordinated Notes and recorded the new fees paid to third parties of approximately $ 39.3 million in other expense, during the year ended December 31, 2020.

Odeon Senior Secured Notes due 2027.

On October 20, 2022, Odeon Finco PLC, a direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect subsidiary of Holdings issued $ 400.0 million aggregate principal amount of its 12.75 % Odeon Senior Secured Notes due 2027 (“Odeon Notes due 2027”), at an issue price of 92.00 %.

The Odeon Notes due 2027 bear a cash interest rate of 12.75 % per annum and will be payable semi-annually in arrears on May 1 and November 1, beginning on May 1, 2023.

The Odeon Notes due 2027 are guaranteed on a senior secured basis by certain subsidiaries of Odeon and by Holdings on a standalone and unsecured basis.

The Odeon Notes due 2027 contain covenants that limit Odeon and certain subsidiaries’ ability to, among other things:

(i) incur additional indebtedness of 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 affiliates;

(vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;

and (vii) impair the security interest in the collateral.

These covenants are subject to several important limitations and exceptions.

The Company recorded a loss on debt extinguishment related to this transaction of $ 36.5 million in other expense during the year ended December 31, 2022.

On or after November 1, 2024, the Odeon Notes due 2027 will be redeemable, in whole or in part, at redemption prices equal to (i) 106.375 % for the twelve-month period beginning on November 1, 2024;

(ii) 103.188 % for the twelve-month period beginning on November 1, 2025, and (iii) 100.000 % at any time thereafter, plus accrued and unpaid interest, if any.

On December 14, 2022, the Odeon Notes due 2027 were admitted to the official list of The International Stock Exchange (“TISE”).

Second Lien Notes due 2026.

In connection with the Second Lien Exchange on December 14, 2020, Mudrick exchanged $ 104.5 million aggregate principal amount of the Company’s Second Lien Notes due 2026 held by Mudrick for 13,736,264 shares of the Company’s Common Stock, see “First Lien Toggle Notes Due 2026” above for further information.

In connection with the Exchange Offers on July 31, 2020, the Company issued $ 1,462.3 million aggregate principal amount of the new Second Lien Notes due 2026 in exchange for the Existing Subordinated Notes.

2 unchanged sentences

The premium will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method.

In connection with the Exchange Offers and the First Lien Notes due 2026, the Company issued five million shares of Common Stock to certain holders of subordinated notes as consideration for their commitment to backstop the issuance of $ 200 million of the First Lien Notes due 2026.

In connection with the Exchange Offers and the First Lien Notes due 2026, the Company issued shares of Common Stock to certain holders of subordinated notes as consideration for their commitment to backstop the issuance of $ 200 million of the First Lien Notes due 2026.

Pursuant to the Backstop Commitment Agreement dated July 10, 2020, certain of the actual or beneficial holders of Existing Subordinated Notes agreed to purchase 100 % of the First Lien Notes due 2026 that were not subscribed for in connection with the $ 200 million rights offering to holders of the Existing Subordinated Notes participating in the Exchange Offers.

Those providing a backstop commitment pursuant to the Backstop Commitment Agreement received their pro-rata share of five million shares of the Common Stock, or 4.6 % of AMC’s outstanding shares as of July 31, 2020, worth $ 20.2 million at the market closing price on July 31, 2020.

The equity issuance was recorded by the Company in stockholders’ deficit with an offset in corporate borrowings as a discount.

Those providing a backstop commitment pursuant to the Backstop Commitment Agreement received shares of Common Stock worth $ 20.2 million.

The share issuance was recorded by the Company in stockholders’ deficit with an offset in corporate borrowings as a discount.

The discount will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method.

As part of the registration rights agreement related to the issuance of the Common Stock, the Company filed a shelf registration statement in August 2020 providing for the resale of the shares of Common Stock issued as consideration for the backstop commitment described above.

The Second Lien Notes due 2026 bear cash interest at a rate of 10 % per annum payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2020.

3 unchanged sentences

For all interest periods after the first three interest periods, interest will be payable solely in cash at a rate of 10 % per annum.

The Second Lien Notes due 2026 are redeemable at the Company’s option prior to June 15, 2023, at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium.

On or after June 15, 2023, the Second Lien Notes due 2026 will be redeemable, in whole or in part, at a redemption price equal to (i) 106.0 % for the twelve-month period beginning on June 15, 2023;

The Second Lien Notes due 2026 were redeemable at the Company’s option prior to June 15, 2023, at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium.

On or after June 15, 2023, the Second Lien Notes due 2026 are redeemable, in whole or in part, at a redemption price equal to (i) 106.0 % for the twelve-month period beginning on June 15, 2023;

(ii) 103.0 % for the twelve-month period beginning on June 15, 2024 and (iii) 100.0 % at any time thereafter, plus accrued and unpaid interest.

1 unchanged sentence

Upon a Change of Control (as defined in the indenture governing the Second Lien Notes due 2026), the Company must offer to purchase the Second Lien Notes due 2026 at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest.

The Second Lien Notes due 2026 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and will mature on June 15, 2026.

The Second Lien Notes due 2026 are fully and unconditionally guaranteed on a joint and several basis by each of the Company’s subsidiaries that currently guarantee its obligations under the Company’s Senior Secured Credit

The Second Lien Notes due 2026 have not been registered under the Securities Act, as amended and will mature on June 15, 2026.

The Second Lien Notes due 2026 are secured on a second-priority basis by substantially all of the tangible and intangible assets owned by the Company and the guarantor subsidiaries that secure obligations under the Senior Secured Credit Facilities (“Collateral”).

10 unchanged sentences

The Second Lien Notes due 2026 Indenture also contains certain affirmative covenants and events of default.

The Company recorded $ 193.7 million to stockholders’ deficit as a result of the transaction.

The Company paid $ 1.4 million of accrued interest in cash upon exchange of the notes.

See Note 9—Stockholders’ Deficit for more information.

Additionally, during the year ended December 31, 2023, the Company repurchased from Antara, a related party at the time of the transactions, an additional $ 75.9 million aggregate principal amounts of the Second Lien Notes due 2026 for $ 48.5 million and recorded a gain on extinguishment of $ 40.9 million in other expense (income).

Accrued interest of $ 1.1 million was paid in connection with the related party repurchases.

During the year ended December 31, 2023, the Company repurchased from unrelated parties $ 139.7 million aggregate principal amounts of the Second Lien Notes due 2026 for $ 91.4 million and recorded a gain on extinguishment of $ 71.3 million in other expense (income).

Accrued interest of $ 4.5 million was paid in connection with the repurchases.

During the year ended December 31, 2023, the Company exchanged $ 105.3 million aggregate principal and $ 1.2 million accrued interest of the Second Lien Notes due 2026 for 14,186,651 shares of Common Stock.

The Company treated these exchanges as extinguishments and recorded $ 28.3 million of gains on extinguishment in other income.

During the year ended December 31, 2022, the Company repurchased $ 118.3 million aggregate principal amounts of the Second Lien Notes due 2026 for $ 68.3 million and recorded a gain on extinguishment of $ 75.0 million in other expense (income).

Accrued interest of $ 4.5 million was paid in connection with the repurchases.

First Lien Notes due 2026.

In connection with the Exchange Offers, certain holders of the Existing Subordinated Notes purchased 10.5 % First Lien Notes due 2026 in an aggregate principal amount of $ 200 million.

The 10.5 % First Lien Notes due 2026 issued to certain holders of the Existing Subordinated Notes were issued pursuant to an indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent.

Separately, upon the closing of its private debt exchange, Silver Lake Alpine, L.P.

and Silver Lake Alpine (Offshore Master), L.P., each affiliates of Silver Lake Group, L.L.C.

(“Silver Lake”), purchased from the Company $ 100 million principal amount of First Lien Notes due 2026.

The 10.5 % First Lien Notes due 2026 issued to affiliates of Silver Lake were issued pursuant to an indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and U.S.

Bank National Association, as trustee and collateral agent.

The terms of the 10.5 % First Lien Notes due 2026 issued to the holders of the Existing Subordinated Notes and the 10.5 % First Lien Notes due 2026 issued to Silver Lake are substantially identical.

The $ 300 million principal amount of new funding is prior to deducting discounts of $ 30.0 million and deferred financing costs paid to lenders of $ 6.0 million related to the First Lien Notes due 2026.

The discount and deferred financing costs will be amortized to interest expense over the term using the effective interest method.

Silver Lake has sold the previously held $ 100 million aggregate principal amount of the First Lien Notes due 2026 previously held.

The First Lien Notes due 2026 bear interest at a rate of 10.5 % per annum, payable semi-annually on June 15 and December 15, beginning on December 15, 2020.

The First Lien Notes due 2026 are redeemable at the Company’s option prior to June 15, 2022, at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium.

On or after June 15, 2022, the First Lien Notes due 2026 will be redeemable, in whole or in part, at redemption prices equal to (i) 105.250 % for the twelve-month period beginning on June 15, 2022;

(ii) 102.625 % for the twelve-month period beginning on June 15, 2023 and (iii) 100.000 % at any time thereafter, plus accrued and unpaid interest, if any.

In addition, at any time on or prior to June 15, 2022, the Company may, subject to certain limitations specified in the First Lien Notes due 2026 Indenture, on one or more occasions, redeem up to 35 % of the aggregate principal amount of the First Lien Notes due 2026 at a redemption price equal to 110.500 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, with the net cash proceeds of certain equity offerings.

If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be required to use the net proceeds to redeem the First Lien Notes due 2026 at a price equal to 100 % of the issue price of the First Lien Notes due 2026, plus accrued and unpaid interest, if any.

Upon a Change of Control (as defined in the indentures governing the First Lien Notes due 2026), the Company must offer to purchase the First Lien Notes due 2026 at a purchase price equal to 101 % of the principal amount, plus accrued and unpaid interest, if any.

The First Lien Notes due 2026 have not been registered under the Securities Act and will mature on April 24, 2026.

The First Lien Notes due 2026 are fully and unconditionally guaranteed on a joint and several basis by each of the Company’s subsidiaries that currently guarantee its obligations under the Company’s Senior Secured Credit Facilities.

The First Lien Notes due 2026 are secured by a first-priority lien on the Collateral.

The indentures governing the First Lien Notes due 2026 contain covenants that restrict the ability of the Company to:

incur additional debt or issue certain preferred shares;

pay dividends on or make other distributions in

respect of its capital stock or make other restricted payments;

make certain investments;

or transfer certain assets;

create liens on certain assets to secure debt;

consolidate, merge, sell or otherwise dispose of all or substantially all of its assets;

enter into certain transactions with its affiliates;

and allow to exist certain restrictions on the ability of its subsidiaries to pay dividends or make other payments to the Company.

The indentures governing the First Lien Notes due 2026 also contain certain affirmative covenants and events of default.

Senior Secured Credit Facilities.

The Company is party to that certain Credit Agreement, dated as of April 30, 2013 (as amended by that certain First Amendment to Credit Agreement, dated as of December 11, 2015, that certain Second Amendment to Credit Agreement, dated as of November 8, 2016, that certain Third Amendment to Credit Agreement, dated as of May 9, 2017, that certain Fourth Amendment to Credit Agreement, dated as of June 13, 2017, that certain Fifth Amendment to Credit Agreement, dated as of August 14, 2018, that certain Sixth Amendment to Credit Agreement, dated as of April 22, 2019, that certain Seventh Amendment to Credit Agreement, dated as of April 23, 2020, that certain Eighth Amendment to Credit Agreement, dated as of July 31, 2020, that certain Ninth Amendment to Credit Agreement, dated as of March 8, 2021, that certain Tenth Amendment to Credit Agreement, also dated as of March 8, 2021, that certain Eleventh Amendment to Credit Agreement, dated as of December 20, 2021 (the “Eleventh Amendment”), and that certain Twelfth Amendment to Credit Agreement, dated as of January 25, 2023 (the “Twelfth Amendment”), the “Credit Agreement”), with the issuing banks and lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (as successor to Citicorp North America, Inc., the “Administrative Agent”), pursuant to which the lenders have agreed to provide the Senior Secured Term Loan (as defined below) and the Senior Secured Revolving Credit Facility (as defined below).

The Senior Secured Credit Facilities (as defined below) are provided by a syndicate of banks and other financial institutions.

On March 8, 2021, the Company entered into the Ninth Amendment to Credit Agreement (the “Ninth Amendment”), with the requisite revolving lenders party thereto and the Administrative Agent, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Agreement under the Credit Agreement (the “Covenant Suspension Period”) from a period ending March 31, 2021, to a period ending on March 31, 2022, which was extended by the Eleventh Amendment to a period ending on March 31, 2023, which was further extended by the Twelfth Amendment to a period ending on March 31, 2024 (the Covenant Suspension Period as so extended, the “Extended Covenant Suspension Period”).

In addition, as an ongoing condition to the suspension of the financial covenant, the Company also agreed to (i) a minimum liquidity test of $ 100 million, (ii) an anti-cash hoarding test at any time Revolving Loans are outstanding and (iii) additional reporting obligations.

The Company accounted for this transaction as a modification of debt.

During the Initial Covenant Suspension Period, the Company will not, and will not permit any of its restricted

subsidiaries to, make certain restricted payments, and such conditions were further amended by the Ninth Amendment.

As an ongoing condition to the suspension of the financial covenant, the Company agreed to a minimum Liquidity (as defined in the Seventh Amendment) test, which was amended by the Ninth Amendment.

In addition, the Seventh Amendment provides for certain changes to the covenants limiting indebtedness, liens and restricted payments that are intended to match corresponding restrictions under the 10.5 % first lien notes due 2025 (the “First Lien Notes due 2025”) and to ensure that the terms and conditions of the First Lien Notes due 2025 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder.

Certain provisions of the Seventh Amendment are amended by the Ninth Amendment.

All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future wholly-owned material U.S.

restricted subsidiaries.

subsidiary of a U.S.

subsidiary, will not include more than 65 % of the voting stock of such non-U.S.

subsidiary), subject to certain exceptions;

● a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions.

The Credit Agreement will require the Company to prepay outstanding term loans, subject to certain exceptions, with:

● 50 % (which percentage will be reduced to 0 % if the Company attains a certain secured net leverage ratio) of the Company’s annual excess cash flow;

● 100 % of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than certain debt permitted under the Credit Agreement.

The foregoing mandatory prepayments will be used to reduce the installments of principal payments on the Senior Secured Term Loan.

The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, except for customary “breakage” costs with respect to LIBOR loans under the Senior Secured Credit Facilities.

dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00 % or (2) an applicable margin plus LIBOR determined by reference to the costs of funds for U.S.

dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs.

under the Senior Secured Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50 % per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent from time to time and (c) LIBOR determined by reference to the cost of funds for U.S.

dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00 % or (2) LIBOR determined by reference to the costs of funds for U.S.

dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs.

As of December 31, 2022, the applicable margins for borrowings under the Senior Secured Term Loan and the Senior Secured Revolving Credit Facility were 7.27 % and 6.77 % , respectively.

The availability of certain baskets and the ability to enter into certain transactions will also be subject to compliance with certain financial ratios.

In addition, the Senior Secured Revolving Credit Facility includes a financial covenant that requires, in certain circumstances, compliance with a certain secured leverage ratio.

As of December 31, 2022, the Company was in a covenant suspension period under the Senior Secured Revolving Credit Facility as described above.

Convertible Notes due 2026.

Concurrently with the Exchange Offers, to obtain the consent of the holders of the 2.95 % Convertible Notes due 2024 (the “Convertible Notes due 2024”) to the transactions contemplated by the Exchange Offers, the Company restructured $ 600 million of Convertible Notes due 2024 issued in 2018 to Silver Lake and others pursuant to which the maturity of the Convertible Notes due 2024 was extended to May 1, 2026 (the “Convertible Notes due 2026”) (the “Convertible Notes” means the Convertible Notes due 2024 before July 31, 2020 and the Convertible Notes due 2026 after July 31, 2020), a first-priority lien on the Collateral was granted to secure indebtedness thereunder and certain covenants were modified.

The Convertible Notes due 2026 were issued pursuant to an amended and restated indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and U.S.

Bank National Association, as trustee and collateral agent.

The Company accounted for this transaction as a modification of debt as the lenders did not grant a concession and the difference between the present value of the old and new cash flows was less than 10 %.

The modification did not result in the recognition of any gain or loss and the Company established new effective interest rates based on the carrying value of the Convertible Notes due 2024.

Third party costs related to the transaction were expensed as incurred and amounts paid to lenders were capitalized and amortized through maturity of the debt.

The Convertible Notes due 2026 are convertible at the option of the holders thereof on the same terms as the Convertible Notes due 2024.

Upon maturity, the $ 600.0 million principal amount of the Convertible Notes due 2026 will be payable in cash.

The Company will pay interest in cash on the Convertible Notes due 2026 at 2.95 % per annum, semi-annually in arrears on September 15 th and March 15 th , commencing on September 15, 2020.

On January 27, 2021, affiliates of Silver Lake and certain co-investors (collectively, the “Noteholders”) elected to convert (the “Conversion”) all $ 600.0 million principal amount of the Company’s Convertible Notes due 2026 into shares of the Company’s Common Stock at a conversion price of $ 6.76 per share.

The non-cash Conversion settled on January 29, 2021, and resulted in the issuance of 44,422,860 shares of the Company’s Common Stock and 44,422,860 of the Company’s AMC Preferred Equity Units to the Noteholders.

The Company recorded approximately $ 71.0 million of non-cash interest expense during the year ended December 31, 2021 for unamortized discount and deferred charges at the date of conversion following the guidance in ASC 815-15-40-1.

The non-cash Conversion reduced the Company’s first-lien indebtedness by $ 600.0 million.

Pursuant to the Stock Repurchase and Cancellation Agreement with Dalian Wanda Group Co., Ltd.

(“Wanda”) dated as of September 14, 2018, 5,666,000 shares of the Company’s Class B common stock and 5,666,000 AMC Preferred Equity Units held by Wanda were forfeited and cancelled in connection with the Conversion.

The carrying value of the Convertible Notes is as follows:

Carrying Value

Reclassification

Carrying Value

to Additional

(In millions)

December 31, 2019

Paid-in Capital

December 31, 2020

January 29, 2021

Principal balance

Deferred financing costs

Derivative liability

Carrying value

On April 24, 2020, the Company entered into a supplemental indenture (the “Supplemental Indenture”) to the Convertible Notes due 2024 indenture, dated as of September 14, 2018.

The Supplemental Indenture amended the debt covenant under the Convertible Notes due 2024 Indenture to permit the Company to issue the First Lien Notes due 2025, among other changes.

On September 14, 2018, the Company issued $ 600.0 million aggregate principal amount of its 2.95 % Senior Unsecured Convertible Notes due 2024 to Silver Lake and others.

The Convertible Notes due 2024 would have matured on September 15, 2024, subject to earlier conversion by the holders thereof, repurchase by the Company at the option of the holders or redemption by the Company upon the occurrence of certain contingencies, as discussed below.

On September 14, 2018, the Company bifurcated the conversion feature from the principal balance of the Convertible Notes due 2024 as a derivative liability because (1) a conversion feature was not clearly and closely related to the debt instrument and the reset of the conversion price caused the conversion feature to not be considered indexed to the Company’s equity, (2) the conversion feature standing alone met the definition of a derivative, and (3) the Convertible Notes due 2024 were not remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statements of operations.

The initial derivative liability of $ 90.4 million is offset by a discount to the principal balance and was amortized to interest expense resulting in an effective rate of 5.98 % over the extended term of the Convertible Notes due 2024.

The Company also recorded deferred financing costs of approximately $ 13.6 million related to the issuance of the Convertible Notes due 2024 and will amortize those costs to interest expense under the effective interest method over the extended term of the Convertible Notes due 2024.

The Company recorded interest expense for the year ended December 31, 2020 $ 31.8 million.

The derivative liability was remeasured at fair value each reporting period, a Level 3 fair value estimate, until the conversion price reset on September 14, 2020, with changes in fair value recorded in the consolidated statements of operations as other expense or income.

On September 14, 2020, the conversion price reset from $ 9.48 per share to $ 6.76 per share pursuant to the terms of the Indenture for the Convertible Notes due 2024 and the derivative liability as of September 14, 2020 was reclassified to permanent equity as the conversion feature is indexed to the Company’s equity.

For the years ended December 31, 2020 and December 31, 2019, the Company recorded in other expense (income) of $ 89.4 million and $( 23.5 ) million, respectively, related to the derivative liability fair value adjustments for embedded conversion feature in the Convertible Notes due 2024.

Pursuant to the Stock Repurchase and Cancellation Agreement between the Company and Wanda, the conversion feature of the Convertible Notes due 2024 would result in 5,666,000 shares of the Company’s Class B common stock and 5,666,000 AMC Preferred Equity Units held by Wanda being subject to forfeiture and retirement by the Company at no additional cost.

This cancellation agreement was a contingent call option for the forfeiture shares, which was a freestanding derivative measured at fair value on a recurring basis, which was a Level 3 estimate of fair value.

The initial derivative asset of $ 10.7 million was offset by a credit to stockholders’ equity related to the Class B common stock purchase and cancellation.

The forfeiture shares feature was not clearly and closely related to the Convertible Notes due 2024 host and it was bifurcated and accounted for as a derivative asset measured at fair value through earnings each reporting period until the conversion feature reset on September 14, 2020, with changes in fair value recorded in the consolidated statements of operations as other expense or income.

For the year ended December 31, 2020, this resulted in other expense (income) of $ 19.6 million related to the derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement.

On September 14, 2020, the conversion price reset from $ 9.48 per share to $ 6.76 per share pursuant to the terms of the Indenture for the Convertible Notes due 2024 and the derivative asset as of September 14, 2020 was reclassified to permanent equity as the number of shares that will be cancelled on conversion of the Convertible Notes due 2024 were known.

The Company recorded an immaterial non-cash correction of $ 26.2 million recorded in other expense during the year ended December

The adjustment related to the Company correcting the valuation methodology applied to the derivative asset related to the cancellation agreement entered into on September 14, 2018, a Level 3 estimate of fair value for a complex instrument developed in consultation with a third party specialist.

First Lien Notes Due 2025

On April 24, 2020, the Company issued $ 500.0 million aggregate principal amount of its 10.5 % First Lien Notes due 2025, in a private offering, pursuant to an indenture, dated as of April 24, 2020 (the “First Lien Notes Indenture”), among the Company, the guarantors named therein and U.S.

Bank National Association, as trustee and collateral agent.

The Company used the net proceeds from the First Lien Notes due 2025 private offering for general corporate purposes, including further increasing the Company’s liquidity.

The First Lien Notes due 2025 were issued with a discount of $ 10.0 million and bear interest at a rate of 10.5 % per annum, payable semi-annually on April 15 and October 15 each year, commencing October 15, 2020.

The First Lien Notes due 2025 will mature on April 15, 2025.

The Company recorded deferred financing costs of approximately $ 8.9 million related to the issuance of the First Lien Notes due 2025 and will amortize those costs to interest expense under the effective interest method over the term of the First Lien Notes due 2025.

The First Lien Notes due 2025 are general senior secured obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior secured basis by all of the Company’s existing and future subsidiaries that guarantee the Company’s other indebtedness, including the Company’s Senior Secured Credit Facilities.

The First Lien Notes due 2025 are secured, on a pari passu basis with the Senior Secured Credit Facilities, on a first-priority basis by substantially all of the tangible and intangible assets owned by the Company and guarantors that secure obligations under the Senior Secured Credit Facilities including pledges of capital stock of certain of the Company’s and the guarantor’s wholly-owned material subsidiaries (but limited to 65 % of the voting stock of any foreign subsidiary), subject to certain thresholds, exceptions and permitted liens.

The Company may redeem some or all of the First Lien Notes due 2025 at any time on or after April 15, 2022, at the redemption prices set forth in the First Lien Notes Indenture.

In addition, the Company may redeem up to 35 % of the aggregate principal amount of the First Lien Notes due 2025 using net proceeds from certain equity offerings on or prior to April 15, 2022 at a redemption price equal to 110.5 % of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption.

The Company may redeem some or all of the First Lien Notes due 2025 at any time prior to April 15, 2022 at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium.

The First Lien Notes Indenture contains covenants that limit the Company’s ability to, among other things:

(i) incur additional indebtedness, including additional senior indebtedness;

(ii) pay dividends on or make other distributions in respect of its capital stock;

(iii) purchase or redeem capital stock or prepay subordinated debt or other junior securities;

(iv) create liens ranking pari passu in right of payment with or subordinated in right of payment to First Lien Notes due 2025;

(v) enter into certain transactions with its affiliates;

and (vi) merge or consolidate with other companies or transfer all or substantially all of its assets.

These covenants are subject to a number of important limitations and exceptions.

The First Lien Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding First Lien Notes due 2025 to be due and payable immediately.

Sterling Notes Due 2024

On November 8, 2016, the Company issued £ 250.0 million aggregate principal amount of its 6.375 % Senior Subordinated Notes due 2024 (the "Sterling Notes due 2024") in a private offering.

Senior Subordinated Debt Exchange Offers

On July 31, 2020, the Company consummated private offers to exchange (the “Exchange Offers”) any and all of its outstanding 6.375 % Senior Subordinated Notes due 2024, 5.75 % Senior Subordinated Notes due 2025, 5.875 % Senior Subordinated Notes due 2026, and 6.125 % Senior Subordinated Notes due 2027 (together the “Existing Subordinated Notes”) for newly issued Second Lien Notes due 2026.

The portion of the loans that did not meet the assessment of TDR under ASC 470-60 were treated as modifications.

modification of debt as the lenders did not grant a concession and the difference between the present value of the old and new cash flows was less than 10 %.

Senior Subordinated Notes Due 2024.

On November 8, 2016, the Company issued £ 250.0 million aggregate principal amount of its 6.375 % Senior Subordinated Notes due 2024 (the "Sterling Notes due 2024") in a private offering.

The Company recorded deferred financing costs of approximately $ 14.1 million related to the issuance of the Sterling Notes due 2024.

The Sterling Notes due 2024 mature on November 15, 2024.

The Company will pay interest on the Sterling Notes due 2024 at 6.375 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

The Company may redeem some or all of the Sterling Notes due 2024 at any time on or after November 15, 2019 at 104.781 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date.

On or prior to November 15, 2019, the Company may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium.

The Company used the net proceeds from the Sterling Notes due 2024 private offering to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition.

The Company pays interest on the Sterling Notes due 2024 at 6.375 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

The Company may redeem some or all of the Sterling Notes due 2024 at 100 % of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date.

On March 17, 2017, the Company issued £ 250.0 million additional aggregate principal amount of its Sterling Notes due 2024 at 106 % plus accrued interest from November 8, 2016 in a private offering.

2 unchanged sentences

The Sterling Notes due 2024 mature on November 15, 2024.

The Company will pay interest on the Sterling Notes due 2024 at 6.375 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

The Company pays interest on the Sterling Notes due 2024 at 6.375 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

Interest on the additional Sterling Notes will accrue from November 8, 2016.

The Company may redeem some or all of the Sterling Notes due 2024 at any time on or after November 15, 2019, at 104.781 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date.

In addition, the Company may redeem up to 35 % of the aggregate principal amount of the Sterling Notes due 2024 using net proceeds from certain equity offerings completed on or prior to November 15, 2019.

On or prior to November 15, 2019, the Company may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium.

The Company used the net proceeds from the additional Sterling Notes to pay a portion of the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition.

The Company may redeem some or all of the Sterling Notes due 2024 at 100 % of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date.

On March 17, 2017, in connection with the issuance of the additional Sterling Notes due 2024, the Company entered into a registration rights agreement.

2 unchanged sentences

All of the original notes were exchanged as of July 12, 2017.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Sterling Notes due 2024 by approximately $ 632.1 million (£ 496,014 par value), or 99.2 % of the then outstanding Sterling Notes due 2024.

Notes Due 2025

On June 5, 2015, the Company issued $ 600.0 million aggregate principal amount of its 5.75 % Senior Subordinated Notes due 2025 (the “Notes due 2025”) in a private offering.

The Company capitalized deferred financing costs of approximately $ 11.4 million, related to the issuance of the Notes due 2025.

The Notes due 2025 mature on June 15, 2025.

The Company will pay interest on the Notes due 2025 at 5.75 % per annum, semi-annually in arrears on June 15th and December 15th, commencing on December 15, 2015.

The Company may redeem some or all of the Notes due 2025 at any time on or after June 15, 2020 at 102.875 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after June 15, 2023, plus accrued and unpaid interest to the redemption date.

Prior to June 15, 2020, the Company may redeem the Notes due 2025 at par plus a make-whole premium.

The Company used the net proceeds from the Notes due 2025 private offering and cash on hand, to pay the consideration for the tender offer for the Notes due 2020, plus any accrued and unpaid interest and related transaction fees and expenses.

On June 5, 2015, in connection with the issuance of the Notes due 2025, the Company entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, the Company filed a registration statement on June 19, 2015 pursuant to the Securities Act of 1933, as amended, relating to an offer to exchange the original Notes due 2025 for exchange Notes due 2025 registered pursuant to an effective registration statement;

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Sterling Notes due 2024 by approximately $ 632.1 million (£ 496.0 million par value), or 99.2 % of the then outstanding Sterling Notes due 2024.

Senior Subordinated Notes Due 2025.

On June 5, 2015, the Company issued $ 600.0 million aggregate principal amount of its 5.75 % Senior Subordinated Notes due 2025 (the “Senior Subordinated Notes due 2025”) in a private offering.

The Company capitalized deferred financing costs of approximately $ 11.4 million, related to the issuance of the Senior Subordinated Notes due 2025.

The Senior Subordinated Notes due 2025 mature on June 15, 2025.

The Company will pay interest on the Senior Subordinated Notes due 2025 at 5.75 % per annum, semi-annually in arrears on June 15th and December 15th, commencing on December 15, 2015.

The Company may redeem some or all of the Senior Subordinated Notes due 2025 at 100 % of the principal amount thereof on or after June 15, 2023, plus accrued and unpaid interest to the redemption date.

On June 5, 2015, in connection with the issuance of the Senior Subordinated Notes due 2025, the Company entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, the Company filed a registration statement on June 19, 2015 pursuant to the Securities Act, as amended, relating to an offer to exchange the original Senior Subordinated Notes due 2025 for exchange Senior Subordinated Notes due 2025 registered pursuant to an effective registration statement;

the registration statement was declared effective on June 29, 2015, and the Company commenced the exchange offer.

The exchange notes have terms substantially identical to the original notes except that the exchange notes do not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer within 210 days after the issue date.

After the exchange offer expired on July 27, 2015, all of the original Notes due 2025 were exchanged.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Notes due 2025 by approximately $ 501.7 million, or 83.61 % of the then outstanding Notes due 2025.

Notes Due 2026

On November 8, 2016, the Company issued $ 595.0 million aggregate principal amount of its 5.875 % Senior Subordinated Notes due 2026 (the "Notes due 2026") in a private offering.

The Company recorded deferred financing costs of approximately $ 27.0 million related to the issuance of the Notes due 2026.

The Notes due 2026 mature on November 15, 2026.

The Company will pay interest on the Notes due 2026 at 5.875 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

The Company may redeem some or all of the Notes due 2026 at any time on or after November 15, 2021, at 102.938 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after November 15, 2024, plus accrued and unpaid interest to the redemption date.

On or prior to November 15, 2021, the Company may redeem the Notes due 2026 at par, including accrued and unpaid interest plus a make-whole premium.

The Company used the net proceeds from the Notes due 2026 private offering to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition.

On November 8, 2016, in connection with the issuance of the Notes due 2026, the Company entered into a registration rights agreement.

After the exchange offer expired on July 27, 2015, all of the original Senior Subordinated Notes due 2025 were exchanged.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of the Senior Subordinated Notes due 2025 by approximately $ 501.7 million, or 83.61 % of the then outstanding Notes due 2025.

Senior Subordinated Notes Due 2026.

On November 8, 2016, the Company issued $ 595.0 million aggregate principal amount of its 5.875 % Senior Subordinated Notes due 2026 (the "Senior Subordinated Notes due 2026") in a private offering.

The Company recorded deferred financing costs of approximately $ 27.0 million related to the issuance of the Senior Subordinated Notes due 2026.

The Senior Subordinated Notes due 2026 mature on November 15, 2026.

The Company pays interest on the Senior Subordinated Notes due 2026 at 5.875 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017.

The Company may redeem some or all of the Senior Subordinated Notes due 2026 at any time on or after November 15, 2021, at 102.938 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after November 15, 2024, plus accrued and unpaid interest to the redemption date.

On November 8, 2016, in connection with the issuance of the Senior Subordinated Notes due 2026, the Company entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, the Company is required to (1) file a registration statement with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date.

1 unchanged sentence

All of the original notes were exchanged as of July 12, 2017.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Notes due 2026 by approximately $ 539.4 million, or 90.65 % of the then outstanding Notes due 2026.

Notes Due 2027

On March 17, 2017, the Company issued $ 475.0 million aggregate principal amount of its 6.125 % Senior Subordinated Notes due 2027 (the "Notes due 2027").

The Company recorded deferred financing costs of approximately $ 19.8 million related to the issuance of the Notes due 2027.

The Notes due 2027 mature on May 15, 2027.

The Company will pay interest on the Notes due 2027 at 6.125 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on November 15, 2017.

The Company may redeem some or all of the Notes due 2027 at any time on or after May 15, 2022 at 103.063 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after May 15, 2025, plus accrued and unpaid interest to the redemption date.

In addition, the Company may redeem up to 35 % of the aggregate principal amount of the Notes due 2027 using net proceeds from certain equity offerings completed on or prior to May 15, 2020, at a redemption price as set forth in the indenture governing the Notes due 2027.

The Company may redeem some or all of the Notes due 2027 at any time prior to May 15, 2022 at a redemption price equal to 100 % of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium.

The Company used the net proceeds from the Notes due 2027 private offering to pay a portion of the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition.

On March 17, 2017, in connection with the issuance of the Notes due 2027, the Company entered into a registration rights agreement.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of the Senior Subordinated Notes due 2026 by approximately $ 539.4 million, or 90.65 % of the then outstanding Notes due 2026.

During the year ended December 31, 2023, the Company repurchased $ 4.1 million aggregate principal amounts of Senior Subordinated Notes due 2026 from a related party, Antara, for $ 1.7 million and recorded a gain on extinguishment of $ 2.3 million in other expense (income).

Accrued interest of $ 0.1 million was paid in connection with the repurchase.

Senior Subordinated Notes Due 2027.

On March 17, 2017, the Company issued $ 475.0 million aggregate principal amount of its 6.125 % Senior Subordinated Notes due 2027 (the "Senior Subordinated Notes due 2027").

The Company recorded deferred financing costs of approximately $ 19.8 million related to the issuance of the Senior Subordinated Notes due 2027.

The Senior Subordinated Notes due 2027 mature on May 15, 2027.

The Company pays interest on the Senior Subordinated Notes due 2027 at 6.125 % per annum, semi-annually in arrears on May 15th and November 15th, commencing on November 15, 2017.

The Company may redeem some or all of the Senior Subordinated Notes due 2027 at any time on or after May 15, 2022 at 103.063 % of the principal amount thereof, declining ratably to 100 % of the principal amount thereof on or after May 15, 2025, plus accrued and unpaid interest to the redemption date.

On March 17, 2017, in connection with the issuance of the Senior Subordinated Notes due 2027, the Company entered into a registration rights agreement.

Subject to the terms of the registration rights agreement, the Company is required to (1) file one or more registration statements with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date.

1 unchanged sentence

All of the original notes were exchanged as of July 12, 2017.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Notes due 2027 by approximately $ 344.3 million, or 72.48 % of the then outstanding Notes due 2027.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of the Senior Subordinated Notes due 2027 by approximately $ 344.3 million, or 72.48 % of the then outstanding principal.

During the year ended December 31, 2022, the Company repurchased $ 5.3 million aggregate principal payments of Senior Subordinated Notes due 2027 for $ 1.6 million and recorded a gain on extinguishment of $ 3.7 million in other expense (income).

First Lien Notes Due 2025.

On April 24, 2020, the Company issued $ 500.0 million aggregate principal amount of its 10.5 % First Lien Notes due 2025, in a private offering, pursuant to an indenture, dated as of April 24, 2020 (the “First Lien Notes due 2025”), among the Company, the guarantors named therein and U.S.

Bank National Association, as trustee and collateral agent.

The First Lien Notes due 2025 were issued with a discount of $ 10.0 million and bore interest at a rate of 10.5 % per annum, payable semi-annually on April 15 and October 15 each year, commencing October 15, 2020.

The First Lien Notes due 2025 were to mature on April 15, 2025.

The Company recorded deferred financing costs of approximately $ 8.9 million related to the issuance of the First Lien Notes due 2025 and amortized those costs to interest expense under the effective interest method over the term of the First Lien Notes due 2025.

First Lien Notes due 2026.

The First Lien Notes due 2026 bore interest at a rate of 10.5 % per annum, payable semi-annually on June 15 and December 15, beginning on December 15, 2020.

The discount and deferred financing costs were amortized to interest expense over the term using the effective interest method.

First Lien Toggle Notes Due 2026.

The First Lien Toggle Notes due 2026 were issued pursuant to an indenture dated as of January 15, 2021 among the Company, the guarantors named therein and the U.S.

bank National Association, as trustee and collateral agent.

On September 30, 2021, the Company exercised an option to repurchase $ 35.0 million of its First Lien Toggle Notes due 2026.

The total cost to exercise this repurchase option was $ 40.3 million, including principal, redemption price and accrued and unpaid interest.

During the year ended December 31, 2021, the Company recorded loss on debt extinguishment of $ 14.4 million in other expense.

The First Lien Toggle Notes due 2026 bore cash interest at a rate of 15 % per annum payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2021.

Interest for the first three interest periods after the issue date could, at the Company’s option, be paid in PIK interest at a rate of 17 % per annum, and thereafter interest was payable solely in cash.

For the first interest period ended July 15, 2021, the Company elected to pay in PIK interest.

During the year ended December 31, 2021, the Company reclassified prepaid commitment fees and deferred charges of $ 28.6 million from other long-term assets to corporate borrowings.

The prepaid commitment fees were recorded as a discount and, together with deferred charges, were amortized to interest expense over the term of the First Lien Toggle Notes due 2026 using the effective interest method.

Convertible Notes due 2026.

Concurrently with the Exchange Offers, to obtain the consent of the holders of the 2.95 % Convertible Notes due 2024 (“Convertible Notes due 2024”), the Company restructured $ 600.0 million of Convertible Notes due 2024 issued in 2018 to Silver Lake Group, L.L.C.

(“Silver Lake”) and others pursuant to which the maturity of the Convertible Notes due 2024 were extended to May 1, 2026 (the “Convertible Notes due 2026”) and a first-priority lien on the collateral securing our Senior Secured Credit Facilities was granted to secured indebtedness thereunder.

The Convertible Notes due 2026 were issued pursuant to an amended and restated indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and U.S.

Bank National Association, as trustee and collateral agent.

The Convertible Notes due 2026 were convertible at the option of the holders thereof.

The Convertible Notes due 2026 bore cash interest at a rate of 2.95 % per annum, semi-annually in arrears on September 15 th and March 15 th , commencing on September 15, 2020.

On January 27, 2021, affiliates of Silver Lake and certain co-investors (collectively, the “Noteholders”) elected to convert (the “Convertible Note Conversion”) all $ 600.0 million principal amount of the Company’s Convertible Notes due 2026 into shares of the Company’s Common Stock at a conversion price of $ 67.60 per share.

The non-cash Convertible Note Conversion settled on January 29, 2021, and resulted in the issuance of 4,442,286 shares of the Company’s Common Stock and 4,442,286 of the Company’s AMC Preferred Equity Units to the Noteholders.

Pursuant to the Stock Repurchase and Cancellation Agreement with Dalian Wanda Group Co., Ltd.

(“Wanda”) dated as of September 14, 2018, 566,600 shares of the Company’s Class B common stock and 566,600 AMC Preferred Equity Units held by Wanda were forfeited and cancelled in connection with the Convertible Note Conversion.

Odeon Term Loan Facility.

On February 15, 2021, OCGL, a wholly-owned subsidiary of the Company, entered into a new £ 140.0 million and € 296.0 million term loan facility agreement (the “Odeon Term Loan Facility”), by and among OCGL, the subsidiaries of OCGL party thereto, the lenders and other loan parties thereto and Lucid Agency Services Limited as agent and Lucid Trustee Services Limited as security agent.

The Company recorded deferred financing costs of $ 1.0 million in other expense during the year ended December 31, 2021.

Borrowings under the Odeon Term Loan Facility bore interest at a rate equal to 10.75 % per annum during the first year and 11.25 % thereafter and each interest period was three months , or such other period agreed between the Company and the Agent.

The interest could be capitalized on the last day of each interest period and added to the outstanding principal amount at OCGL’s election.

For the first interest period ending May 2021 and the second interest period ending August 2021, OCGL elected to pay in PIK interest.

OCGL paid cash interest with respect to the third interest period ending November 2021.

The principal amount of new funding was prior to deducting discounts of $ 19.4 million and deferred financing costs of $ 16.5 million related to the Odeon Term Loan Facility.

The discount and deferred financing costs were amortized to interest expense over the term using the effective interest method.

On October 20, 2022, the Company completely repaid the Odeon Term Loan Facility using existing cash and $ 363.0 million net proceeds from the issuance of the Odeon Notes due 2027.

Financial Covenants

The Company currently estimates that its existing cash and cash equivalents will be sufficient to comply with minimum liquidity and financial covenant requirements under its debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility, currently and through the next twelve months.

The Company entered the Ninth Amendment pursuant to which the requisite revolving lenders party thereto agreed to extend the fixed date for the termination of the suspension period for the financial covenant (the secured leverage ratio) applicable to the Senior Secured Revolving Credit Facility from March 31, 2021 to March 31, 2022, which was further extended by the Eleventh Amendment from March 31, 2022 to March 31, 2023 and further extended by the Twelfth Amendment from March 31, 2023 to March 31, 2024, in each case, as described, and on the terms and conditions specified, therein.

The Company is currently subject to a minimum liquidity requirement of $ 100 million as a condition to the Extended Covenant Suspension Period.

The current maturity date of the Senior Secured Revolving Credit Facility is April 22, 2024;

As of December 31, 2022, the Company was in a covenant suspension period under the Senior Secured Revolving Credit Facility as described above.

NOTE 9—STOCKHOLDERS’ EQUITY

The Company believes that its existing cash and cash equivalents together with cash generated from operations, will be sufficient to comply with the minimum liquidity requirement under its Senior Secured Revolving Credit Facility through the end of the covenant suspension period.

Pursuant to the Twelfth Amendment to the Credit Agreement, the requisite revolving lenders party thereto agreed to extend the suspension period for the secured leverage ratio financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement through March 31, 2024.

The financial covenant applicable to the Senior Secured Revolving Credit Facility is tested as of the last day of any fiscal quarter for which financial statements have been (or were required to have been) delivered, thus the financial covenant has been effectively suspended through maturity of the Senior Secured Revolving Credit Facility.

As of December 31, 2023, the Company was subject to a minimum liquidity requirement of $ 100 million as a condition to the financial covenant suspension period under the Credit Agreement.

NOTE 9—STOCKHOLDERS’ DEFICIT

Share Rights and Privileges

Holders of Holdings’ Common Stock and AMC Preferred Equity Units are entitled to one vote per each share and holders of AMC Preferred Equity Units are entitled to one vote per unit.

Holders of Common Stock and AMC Preferred Equity Units share ratably (based on the number of shares of Common Stock and/or AMC Preferred Equity Units held) in any dividend declared by its board of directors.

AMC Preferred Equity Units are convertible into shares of Common Stock upon stockholder approval to authorize sufficient additional Common Stock to do so, otherwise the Common Stock and AMC Preferred Equity Units are not convertible into any other shares of Holdings’ capital stock.

Share Issuances

During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company entered into various equity distribution agreement with sales agents to sell shares of the Company’s Common Stock and AMC Preferred Equity Units, from time to time, through “at-the-market” offering programs.

Subject to the terms and conditions of the equity distribution agreements, the sales agents will use reasonable efforts consistent with their normal trading and sales practices, applicable law and regulations, and the rules of the NYSE to sell the Common Stock and AMC Preferred Equity Units from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company.

The Company intends to use the net proceeds, from the sale of Common Stock and AMC Preferred Equity Units pursuant to the equity distribution agreements to repay, refinance, redeem or repurchase the Company’s existing indebtedness (including expenses, accrued interest and premium, if any), capital expenditures and otherwise for general corporate purposes.

On December 22, 2022, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara pursuant to which the Company will (i) sell Antara 106,595,106 APEs for an aggregate purchase price of $ 75.1 million and (ii) simultaneously purchase from Antara $ 100 million aggregate principal amount of the Company's 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 91,026,191 APEs.

Immediately prior to entry into the Forward Purchase Agreement, Antara purchased 60,000,000 APEs (the “Initial APEs”) under the Company’s at-the-market program for $ 34.9 million.

The Forward Purchase Agreement and Initial APEs were determined to be equity investments and the related $ 34.9 million is recorded into Additional Paid-in Capital at December 31, 2022.

During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company paid fees to the sales agents of approximately $ 5.7 million, $ 40.3 million, $ 8.1 million, respectively.

During the year ended December 31, 2021, the Company paid other fees of $ 0.8 million.

The gross proceeds raised from the “at-the-market” sale of Common Stock and AMC Preferred Equity Units during the years ended December 31, 2022, December 31, 2021 and December 31, 2020, are summarized in the table below:

"At-the-market"

Equity Distribution Agreement Dates

Number of Class A common stock shares sold (in millions)

Number of AMC Preferred Equity Units sold (in millions)

Gross Proceeds (in millions)

September 24, 2020

Citigroup Global Markets Inc.

and Goldman Sachs & Co.

October 20, 2020

Citigroup Global Markets Inc.

and Goldman Sachs & Co.

November 10, 2020

Goldman Sachs & Co.

Riley Securities, Inc.

December 11, 2020

Goldman Sachs & Co.

Riley Securities, Inc.

Total year ended December 31, 2020

December 11, 2020

Goldman Sachs & Co.

Riley Securities, Inc.

January 25, 2021

Goldman Sachs & Co.

Riley Securities, Inc.

April 27, 2021

Goldman Sachs & Co.

Riley Securities, Inc.

and Citigroup Global Markets Inc.

Riley Securities, Inc.

and Citigroup Global Markets Inc.

Total year ended December 31, 2021

September 26, 2022

Citigroup Global Markets Inc.

Total year ended December 31, 2022

(1) On December 11, 2020, the Company entered into an equity distribution agreement with Goldman Sachs & Co.

Riley Securities, Inc., as sales agents to sell up to 178.0 million shares of the Company’s Common Stock and 178.0 million AMC Preferred Equity Units, of which approximately 40.93 million shares of Common Stock and 40.93 million shares of AMC Preferred Equity Units were sold and settled during December 2020 and approximately 137.07 million shares of Common Stock and 137.0 million shares of AMC Preferred Equity Units were sold and settled during the year ended December 31, 2021.

(2) Included in the Common Stock shares and AMC Preferred Equity Unit shares sold of 43.0 million each was the reissuance of treasury stock shares of approximately 3.7 million shares.

Upon the sales of treasury stock, the Company reclassified amounts recorded in treasury stock to additional paid-in capital of $ 37.1 million and loss of $ 19.3 million to retained earnings during the year ended December 31, 2021.

Transaction Related to Exchange Offers

Certain backstop purchasers of the First Lien Notes due 2026 that participated in the Exchange Offer received five million common shares and five million AMC Preferred Equity Units.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities for further information.

Transactions with Mudrick

On June 1, 2021, the Company issued to Mudrick 8.5 million shares of the Company’s Common Stock, 8.5 million of AMC Preferred Equity Units and raised gross proceeds of $ 230.5 million and paid fees of approximately $ 0.1 million related to this transaction.

The Company issued the shares in reliance on an exemption from registration provided by section 4(a)(2) of the Securities Act of 1933.

The Company intends to use the proceeds from the share sale primarily for the pursuit of value creating acquisitions of theatre assets and leases, as well as investments to enhance the consumer

appeal of its theatres.

In addition, with these funds, the Company intends to continue exploring deleveraging opportunities.

On December 14, 2020, Mudrick received a total of 21,978,022 shares of the Company’s Common Stock and 21,978,022 of AMC Preferred Equity Units;

of which 16,483,516 shares and units relates to consideration received for a commitment fee and 27,472,528 shares and units as consideration received for (i) the commitment provided with respect to the First Lien Toggle Notes due 2026 and (ii) the Second Lien Exchange.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities for further information.

Holders of the Company’s Common Stock are entitled to one vote per each share.

Holders of Common Stock share ratably (based on the number of shares of Common Stock held) in any dividend declared by its board of directors, subject to any preferential rights of any outstanding preferred stock.

The Common Stock is not convertible into any other shares of the Company’s capital stock.

Class B Common Stock

On January 27, 2021, pursuant to the Stock Repurchase and Cancellation Agreement with Wanda dated as of September 14, 2018, and in connection with the Conversion of the Convertible Notes due 2026 into shares of the Company’s Common Stock by Silver Lake and certain co-investors, 5,666,000 shares of the Company’s Class B common stock and 5,666,000 AMC Preferred Equity Units held by Wanda were forfeited and cancelled.

On January 27, 2021, pursuant to the Stock Repurchase and Cancellation Agreement with Wanda dated as of September 14, 2018, and in connection with the Convertible Note Conversion of the Convertible Notes due 2026 into shares of the Company’s Common Stock by Silver Lake and certain co-investors, 566,600 shares of the Company’s Class B common stock and 566,600 AMC Preferred Equity Units held by Wanda were forfeited and cancelled.

On February 1, 2021, Wanda exercised their right to convert all outstanding Class B common stock of 4,610,379 and 4,610,379 of AMC Preferred Equity Units to Common Stock thereby reducing the number of outstanding Class B common stock to zero, which resulted in the retirement of Class B common stock.

The Third Amended and Restated Certificate of Incorporation of the Corporation provides that Class B common stock may not be reissued by the Company.

Since April 24, 2020, the Company has been prohibited from making dividend payments in accordance with the covenant suspension conditions in its Credit Agreement (for further information see Note 8 — Corporate Borrowings and Finance Lease Liabilities to the Consolidated Financial Statements included in Part II, Item 8 on this Annual Report on Form 10-K).

The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2020:

Declaration Date

Preferred Equity Units

(In millions)

February 26, 2020

March 9, 2020

March 23, 2020

During the year ended December 31, 2020, the Company paid dividends and dividend equivalents of $ 6.5 million and accrued $ 0.4 million for the remaining unpaid dividends at December 31, 2020.

The aggregate dividends paid for Common Stock, AMC Preferred Equity Units, Class B common stock, and dividend equivalents were approximately $ 0.8 million, $ 0.8 million, $ 1.6 million, and $ 3.3 million, respectively.

Related Party Transactions

On September 14, 2018, the Company entered into the Investment Agreement with Silver Lake, relating to the issuance to Silver Lake (or its designated affiliates) of $ 600.0 million principal amount of the Convertible Notes due 2024 and entered into an amended and restated investment agreement with Silver Lake, relating to the issuance of the Convertible Notes due 2026 on August 31, 2020.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities for information regarding the conversion of the $ 600.0 million principal amount of the Company’s Convertible Notes due 2026 into shares of the Company’s Common Stock in January 2021.

As a result of the conversion, Silver Lake was no longer a related party of the Company.

During the year ended December 31, 2022, the Company repurchased $ 15.0 million aggregate principal of the Second Lien Notes due 2026 from Antara, which subsequently became a related party on February 7, 2023, for $ 5.9 million and recorded a gain on extinguishment of $ 12.0 million.

See Note 16—Subsequent Events for more information on transactions with Antara.

Treasury Stock

On February 27, 2020, the Company announced that its Board of Directors authorized a share repurchase program for an aggregate purchase of up to $ 200.0 million shares of Common Stock and up to $ 200.0 million shares of

AMC Preferred Equity Units

As of April 24, 2020, the Company is prohibited from making purchases under its authorized stock repurchase program in accordance with the covenant suspension conditions in its Credit Agreement.

As of December 31, 2022, $ 200.0 million remained available for repurchase under this plan.

A three-year time limit had been set for the completion of this program, expiring February 26, 2023.

Special Dividend

On August 4, 2022 the Company announced that its Board of Directors declared a special dividend for one AMC Preferred Equity Unit for each share of Class A common stock outstanding at the close of business August 15, 2022, the record date.

The dividend was paid at the close of business August 19, 2022 to investors who held Class A common shares as of August 22, 2022, the ex-dividend date.

The Company has 50,000,000 Preferred Stock shares authorized, 10,000,000 of which have currently have been allocated and 7,245,872 have been issued under the depositary agreement as a Series A Convertible Participating Preferred Stock, leaving 40,000,000 unallocated Preferred Stock shares.

Each AMC Preferred Equity Unit is designed to have the same economic and voting rights as a share of Class A common stock.

Trading of the AMC Preferred Equity Units on the NYSE began on August 22, 2022 under the ticker symbol “APE”.

Each AMC Preferred Equity Unit was a depositary share and represented an interest in a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit agreement.

Each AMC Preferred Equity Unit was designed to have the same economic and voting rights as a share Common Stock.

Preferred Stock

The Company has 50,000,000 authorized shares of preferred stock, none of which are issued or outstanding as of December 31, 2023.

As of December 31, 2022, there were 50,000,000 authorized shares of preferred stock, 10,000,000 of which had been allocated to the Series A Convertible Participating Preferred Stock.

Special Meeting of Stockholders

The Company’s board of directors called a special meeting of the Company’s stockholders on March 14, 2023 (the “Special Meeting”).

At the Special Meeting, the Company’s stockholders approved the following proposals:

To approve an amendment to our Third Amended and Restate Certificate of Incorporation (“Certificate of Incorporation”) to increase the total number of authorized shares of Common Stock from 524,173,073 shares of Common Stock to 550,000,000 shares of Common Stock (the “Share Increase”);

To approve an amendment to our Certificate of Incorporation to effectuate a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock, which together with the Share Increase, shall permit the full conversion of all outstanding shares of Series A Preferred Stock into shares of Common Stock (the “Reverse Stock Split” and collectively with the Share Increase, the “Charter Amendments”);

To approve one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Charter Amendments.

Each of the Share Increase and the Reverse Stock Split is cross-conditioned on the approval of the other, such that approval of both proposals was required for each of them to take effect.

Shareholder Litigation

Two putative stockholder class actions were filed in the Delaware Chancery Court that assert a breach of fiduciary duty against certain of the Company’s directors and a claim for breach of 8 Del.

§ 242 against those directors and the Company, arising out of the Company’s creation of AMC Preferred Equity Units, the transactions between the Company and Antara that the Company announced on December 22, 2022 (the “Antara Transactions”), and the Charter Amendments.

This litigation prevented the Company from immediately implementing the Charter Amendments.

On April 2, 2023, the parties entered into a binding settlement term sheet to settle the litigation and allow implementation of the Charter Amendments.

On August 11, 2023, the Delaware Chancery Court approved the settlement and on August 21, 2023, the Delaware Supreme Court confirmed the ruling of the Chancery Court.

Pursuant to the settlement term sheet, record holders of Common Stock at the close of business on August 24, 2023, after giving effect to the Reverse Stock Split, but prior to the conversion of AMC Preferred Equity Units into Common Stock (“Settlement Payment Recipients”), received a payment of one share of Common Stock for every 7.5 shares of Common Stock owned by such Settlement Payment Recipients (the “Settlement Payment”).

On August 28, 2023, the Company made the settlement payment and issued 6,897,018 shares of Common Stock.

See Note 11—Commitments and Contingencies for further information regarding the litigation and settlement.

Charter Amendments and AMC Preferred Equity Unit Conversion

On August 14, 2023, the Company filed an amendment to its Certificate of Incorporation to effectuate the Charter Amendments as of August 24, 2023.

The Charter Amendments permitted the conversion of all of the Company’s outstanding AMC Preferred Equity Units into shares of Common Stock (the “Conversion”).

On August 25, 2023, 99,540,642 shares of Common Stock were issued as part of the Conversion.

On August 25, 2023, AMC Preferred Equity Units ceased trading and were subsequently delisted from the NYSE.

On August 25, 2023, the Company filed a Certificate of Elimination of Series A Convertible Participating Preferred Stock with the Secretary of State of Delaware that eliminated the Series A Convertible Participating Preferred Stock from the Company’s Certificate of Incorporation.

AMC’s Board of Directors approved equitable adjustments to all outstanding awards under the 2013 Equity Incentive Plan subsequent to the effectiveness of the Charter Amendments.

The outstanding awards were proportionally adjusted consistent with the ratio used for the Reverse Stock Split and all awards previously convertible into AMC Preferred Equity Units are now convertible into Common Stock.

Stock Split and Reverse Stock Split

On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of Common Stock outstanding at the close of business on August 15, 2022, the record date.

The dividend was paid at the close of business on August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date.

Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.

Accordingly, all references made to share, per share, or common share amounts in the accompanying consolidated financial statements and applicable disclosures include Class A common stock and AMC Preferred Equity Units and have been retroactively adjusted to reflect the effects of the special stock dividend as a stock split.

On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock.

The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding.

References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.

At-The-Market Share Issuances

During the years ended December 31, 2023, December 31, 2022 and December 31, 2021, the Company entered into various equity distribution agreements with sales agents to sell shares of the Company’s Common Stock and AMC Preferred Equity Units, from time to time, through “at-the-market” offering programs.

Subject to the terms and conditions of the equity distribution agreements, the sales agents used reasonable efforts consistent with their normal trading and sales practices, applicable law and regulations, and the rules of the NYSE to sell the Common Stock and AMC Preferred Equity Units from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company.

The Company has used and intends to use the net proceeds, from the sale of Common Stock and AMC Preferred Equity Units pursuant to the equity distribution agreements to repay, refinance, redeem or repurchase the Company’s existing indebtedness (including expenses, accrued interest and premium, if any), capital expenditures and otherwise for general corporate purposes.

As of December 31, 2023, the Company no longer has shares available for sale pursuant to any equity distribution agreement.

During the year ended December 31, 2023, the Company sold 7.1 million shares of the Company’s AMC Preferred Equity Units.

The Company generated approximately $ 114.5 million in aggregate gross proceeds from sales under various “at-the-market” offering programs and paid fees to the sales agents of approximately $ 2.9 million.

The Company incurred and paid other third-party issuance costs of $ 8.8 million and $ 11.7 million, respectively.

During the year ended December 31, 2023, the Company sold 88.0 million shares of its Common Stock.

The Company generated approximately $ 675.5 million in aggregate gross proceeds from sales under various “at-the-market” offering programs and paid fees to the sales agents and incurred third-party issuance costs of approximately $ 16.9 million and $ 1.1 million, respectively.

The Company paid $ 0.9 million of other third-party issuance costs during the year ended December 31, 2023.

During the year ended December 31, 2022, the Company sold 20.8 million AMC Preferred Equity Units.

During the year ended December 31, 2021, the Company sold 24.2 million shares of the Company’s Common Stock and 24.2 million AMC Preferred Equity Units.

Debt For Equity Exchanges

The below table summarizes various debt for equity exchange transactions, excluding the Antara Transactions, that occurred during the year ended December 31, 2023.

The Company treated these exchanges as extinguishments with the reacquisition price being determined as the fair value of the Common Stock issued, net of the accrued interest extinguished.

See Note 8—Corporate Borrowings and Finance Lease Liabilities and Note 16—Subsequent Events for more information.

Aggregate Principal

Accrued Interest

(In millions, except for share data)

Extinguishment

Second Lien Notes due 2026

Antara Transactions

On December 22, 2022, the Company entered into the Forward Purchase Agreement with Antara pursuant to which the Company agreed to (i) sell Antara 10,659,511 AMC Preferred Equity Units for an aggregate purchase price of $ 75.1 million and (ii) simultaneously purchase from Antara $ 100.0 million aggregate principal amount of the Company's 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity Units.

The Company recorded $ 193.7 million to stockholders’ deficit as a result of the transaction.

The Company paid $ 1.4 million of accrued interest in cash upon exchange of the notes.

Immediately prior to entry into the Forward Purchase Agreement, Antara purchased 6,000,000 AMC Preferred Equity Units (the “Initial APEs”) under the Company’s at-the-market program for $ 34.9 million.

The Forward Purchase Agreement and Initial APEs were determined to be equity and the related $ 34.9 million is recorded into Additional Paid-in Capital at December 31, 2022.

Mudrick Share Issuance

On June 1, 2021, the Company issued to Mudrick 850,000 shares of the Company’s Common Stock and 850,000 AMC Preferred Equity Units for gross proceeds of $ 230.5 million and paid fees of approximately $ 0.1 million related to this transaction.

The Company issued the shares in reliance on an exemption from registration provided by section 4(a)(2) of the Securities Act.

Related Party Transactions

On January 27, 2021, affiliates of Silver Lake and certain co-investors (collectively, the “Noteholders”) elected to convert all $ 600.0 million principal amount of the Company’s Convertible Notes due 2026 into shares of the Company’s Common Stock at a conversion price of $ 67.60 per share.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities for information.

As a result of the conversion, Silver Lake was no longer a related party of the Company.

Stock-Based Compensation

1 unchanged sentence

The 2013 Equity Incentive Plan, as amended (“EIP”), provides for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs), stock awards, and cash performance awards.

The maximum number of equity interests in Holdings available for delivery pursuant to awards granted under the EIP is 15 million shares of Common Stock and 7,306,354 AMC Preferred Equity Units.

At December 31, 2022, the aggregate number of equity interests in Holdings available for grant was 4,293,562 shares and 4,293,562 units, respectively.

The EIP expired on December 17, 2023, and no new equity compensation plan has been put in place.

Awards granted under the EIP will continue to vest over their remaining requisite service periods, the latest of which ends in January 2026.

The following table presents the stock-based compensation expense recorded within general and administrative:

(In millions)

Equity classified awards:

Special awards expense

Board of director stock award expense

2 unchanged sentences

Special performance stock unit expense

Total equity classified awards:

Liability classified awards:

Restricted and performance stock unit expense

Total liability classified awards:

Total stock-based compensation expense

4 unchanged sentences

The 2013 Plan contemplates equitable adjustments for certain transactions such as a stock split.

On August 19, 2022, the Compensation Committee approved an adjustment to the 2013 Equity Incentive Plan to entitle each participant one AMC Preferred Equity Unit and one share of Common Stock for each RSU or PSU that vests.

The Company determined that this modification was a Type 1 (probable-to-probable) modification that did not increase the fair value of the award and therefore did not require additional stock-based compensation expense to be recognized.

References made to share, per share, or common share amounts have been retroactively adjusted to reflect the effects of the stock split.

Special Awards

On February 23, 2023, AMC’s Board of Directors approved special awards in lieu of vesting of the 2022 PSU awards.

The special awards were accounted for as modification to the 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both tranches.

This modification resulted in the immediate additional vesting of 238,959 Common Stock 2022 PSUs and 238,959 AMC Preferred Equity Unit 2022 PSUs.

This was treated as a Type 3 modification (improbable-to-probable) which requires the Company to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Units PSUs of $ 14.9 million and $ 5.3 million, respectively.

During the year ended December 31, 2023, the Company recognized $ 20.2 million of stock compensation expense related to these awards.

Awards Granted in 2023, 2022, and 2021 and Other Activity

AMC’s Board of Directors approved awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan.

During years 2022, 2021, and 2020, the grant date fair value of these awards was based on the closing price of AMC’s stock on the date of grant, which ranged from $ 1.18 to $ 9.84 per share.

A dividend equivalent for restricted stock units and performance stock units equal to the amount paid in respect of one share of Common Stock and one AMC Preferred Equity Unit underlying the unit began to accrue with respect to the unit on the date of grant.

Such accrued dividend equivalents are paid to the holder upon vesting of the units.

Each unit represents the right to receive one share of Common Stock and one AMC Preferred Equity Unit at a future date.

The award agreements generally had the following features:

● Board of Director Stock Award Agreement:

The Company’s Board of Directors approved awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan.

Each RSU or PSU is convertible into one share of Common Stock upon vesting.

Each RSU and PSU held by a participant as of a dividend record date is entitled to a dividend equivalent equal to the amount paid in respect to one share of Common Stock underlying the unit.

Any such accrued dividend equivalents are paid to the holder only upon vesting of the units.

The Company’s Board of Directors also granted awards to certain non-section 16 officers that are expected to be settled in cash.

Upon vesting, participants receiving cash settlement were initially set to receive an amount of cash equal to the closing price of an AMC Preferred Equity Unit multiplied by the number of underlying cash-based RSUs and PSUs awarded.

Following the completion of the Charter Amendments, grantees will now receive an amount of cash equal to the closing price of Common Stock multiplied by the number of underlying cash-based RSUs and PSUs awarded.

These awards have been classified as liabilities and are include within accrued expenses and other liabilities in the consolidated balance sheets.

The vesting requirements and vesting periods are identical to the equity classified awards described below.

The Company recognizes expense related to these awards based on the fair value of the Common Stock shares, giving effect to the portion of services rendered during the requisite services period.

As of December 31, 2023, there were 81,691 nonvested underlying Common Stock RSUs and PSUs (after giving effect to the actual 2023 PSU attainment levels) related to awards granted to certain non-section 16 officers.

There are 52,001 nonvested underlying Common Stock RSUs and PSUs (2023 Tranche Year, after giving effect to the actual 2023 PSU attainment) that are currently classified as liabilities and 29,690 nonvested underlying Common Stock PSUs (2024 & 2025 Tranche Year) which have not been granted for accounting purposes as the performance targets for the 2024 and 2025 PSU Tranche Years have yet to be established.

The awards granted under the 2013 Equity Incentive Plan generally had the following features:

● Board of Director Stock Awards:

The Company granted fully vested shares of Common Stock and AMC Preferred Equity Units to its independent members of AMC’s Board of Directors during the years ended December 31, 2023, Decembers 31, 2022, and December 31, 2021 as follows:

3 unchanged sentences

AMC Preferred Equity Units

● Restricted Stock Unit Award Agreement:

The Company granted RSU awards of 1,394,270 , 5,375,626 , 3,022,594 to certain members of management during the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively.

● Restricted Stock Unit Awards:

The Company granted RSU awards of 354,015 , 139,427 , and 537,563 RSU with grant date fair values of $ 12.4 million, $ 13.6 million, and $ 20.7 million to certain members of management during the years ended December 31, 2023, December 31, 2022, and December 31, 2021, respectively.

The Company records stock-based compensation expense on a straight-line recognition method over the requisite vesting period.

1 unchanged sentence

These RSUs will be settled within 30 days of vesting.

● Restricted Stock Unit Award Executive Agreement:

During the year ended December 31, 2019, the Company granted RSU awards of 400,000 to an executive officer (“2019 RSU executive”) of the Company with one-half vesting on the first anniversary of employment on December 2, 2020 and the remaining one-half vesting ratably over a three year period ending on December 2, 2022.

All unvested RSUs shall be forfeited upon termination of services.

These RSUs will be settled within 30 days of vesting.

● Performance Stock Unit Award Agreement:

● Performance Stock Unit Awards:

2023 PSU Awards.

2 unchanged sentences

the Adjusted EBITDA performance target and free cash flow performance target.

The 2022 PSU awards will vest based on achieving 80 % to 120 % of the performance targets, with the corresponding vested unit amount ranging from 50 % to 200 % .

If the performance targets are met at 100%, the 2022 PSU awards will vest at 1,394,270 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA and free cash flow targets.

The 2023 PSU awards will vest if 80 % to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets for each Tranche Year are attained at 100 %, the 2023 PSU awards will vest 327,758 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA or free cash flow targets.

The Compensation Committee establishes the annual performance targets at the beginning of each year.

Therefore, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached per ASC 718, Compensation - Stock Compensation.

The 2022 PSU award grant date fair value for the 2022 Tranche Year award was approximately $ 4.5 million and the 2021 PSU award grant date fair value for the 2022 Tranche Year award of 1,757,080 units was approximately $ 17.3 million, measured using performance targets at 100 %.

The 2020 PSU Award for the 2022 Tranche Year was previously granted in 2020, and was subsequently modified on October 30, 2020 where the grant date fair value was not determined until February 16, 2022 when the performance targets were established.

As a result, the 2020 PSU award grant date for the 2022 Tranche Year award of 859,366 units was approximately $ 8.5 million, measured using performance targets at 100 %.

At December 31, 2022, the 2022 Tranche Year target performance conditions for both the annual Adjusted EBITDA and free cash flow were achieved at 0 % and 79 %, respectively.

The 2023 PSU award grant date fair value for the 2023 Tranche Year award of 109,264 units was approximately $ 4.1 million measured at 100 % attainment of the performance targets.

The 2022 PSU award grant date fair value for the 2023 Tranche Year of 46,179 units was approximately $ 2.0 million measured at 100 % attainment of the performance targets.

The 2021 PSU award grant date fair value for the 2023 Tranche Year of 160,181 units was approximately $ 6.8 million measured at 100 % attainment of the performance targets.

At December 31, 2023, the 2023 Tranche Year performance targets for both the annual Adjusted EBITDA and free cash flow were attained at 86 % and 0 %, respectively.

2022 PSU Awards.

On February 23, 2021, 5,375,626 total PSUs were awarded (“2021 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”).

During 2022, 139,427 total PSUs were awarded (“2022 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three Tranche Years.

The PSUs within each Tranche Year are further divided between two performance targets;

the Adjusted EBITDA performance target and free cash flow performance target.

The 2021 PSU awards will vest based on achieving 80 % to 120 % of the performance targets, with the corresponding vested unit amount ranging from 50 % to 200 % (or 30 % to 200 % for PSU awards granted prior to year 2020).

If the performance targets are met at 100 %, the 2021 PSU awards will vest at 5,375,626 units in the aggregate.

The 2022 PSU awards will vest if 80 % to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets for each Tranche Year are attained at 100%, the 2022 PSU awards will vest at 139,427 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA and free cash flow targets.

2021 PSU Awards.

During 2021, 537,563 total PSUs were awarded (“2021 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three Tranche Years.

The PSUs within each Tranche Year are further divided between two performance targets;

the Adjusted EBITDA performance target and free cash flow performance target.

The 2021 PSU awards will vest if 80 % to 120 % of the performance targets are attained, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.

If the performance targets for each Tranche Year are attained at 100 %,

the 2021 PSU awards will vest at 537,563 units in the aggregate.

No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA and free cash flow targets.

November 3, 2021 modification.

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During the year ended December 31, 2019, PSU awards of 146,034 were granted to certain members of management and executive officers, with three-year cumulative Adjusted EBITDA and diluted earnings per share performance target conditions and service conditions, covering a performance period beginning January 1, 2019 and ending on December 31, 2021, prior to the service condition and performance condition modifications on November 3, 2021 and October 30, 2020, respectively.

2018 PSU Awards:

During the year ended December 31, 2018, PSU awards of 1,307,338 were granted to certain members of management and executive officers with three-year cumulative net profit, Adjusted EBITDA, and diluted earnings per share performance target conditions and service conditions, covering a performance period beginning January 1, 2018 and ending on December 31, 2020, prior to the performance condition modification on October 30, 2020.

October 30, 2020 modification.

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The modification included separating the three-year cumulative performance targets into three separate year performance targets applicable to each tranche year.

Due to the dramatic impact of the COVID-19 pandemic on the Company’s business, the Board of Directors waived attainment of the 2020 tranche year performance targets and established a vesting level for such PSUs at 90 %.

In addition, the service conditions were modified, and vesting is now subject to the participant’s continued employment through the end of the three-year cumulative period.

The Company accounted for the modification in accordance with ASC 718-20, Compensation-Stock Compensation, as an

exchange of the original award, that was not expected to vest, for a new award.

The Company accounted for the modification in accordance with ASC 718-20, Compensation-Stock Compensation, as an exchange of the original award, that was not expected to vest, for a new award.

The Company measured the fair value of the new award on the modification date, October 30, 2020, because the Company determined that achieving performance thresholds were probable for certain tranche awards.

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This award was subsequently cancelled and replaced with the PSU market condition award granted on February 26, 2020.

On February 26, 2020 and March 5, 2020, special performance stock unit awards (“SPSUs”), totaling 7,140,000 units were granted to certain executive officers that will vest based upon achieving target prices for the Company’s Class Common Stock.

The SPSUs are eligible to vest in tranches contingent upon (i) the attainment of certain 20 trading day volume weighted average closing prices and (ii) fulfillment of the three-year service requirement from the date of grant.

The vested SPSUs will be settled within 30 days of vesting.

Any unvested SPSUs remaining after 10 years will be forfeited.

If service is terminated prior to the three year anniversary from the date of grant, unvested SPSUs shall be forfeited.

The target prices and vesting tranches are set forth in the table below:

Target Stock Price

SPSUs Vesting

The Company used the Monte Carlo simulation model to estimate the fair value of the SPSUs.

This model utilizes multiple input variables to estimate the probability that the market conditions will be achieved.

The Company used the following assumptions in determining the fair value of the SPSUs:

Expected stock price volatility

Expected dividend yield

2.02 % and 2.44 %

Risk-free interest rate

1.33 % and 0.92 %

Grant-date stock price

$ 5.93 and $ 4.92

The expected stock price volatility was based on the historical volatility of the Company’s stock for a period equivalent to the derived service period.

The expected dividend yield is based on annual expected dividend payments.

The risk-free interest rate was based on the treasury yield rates as of the date of grant for a period equivalent to the performance measurement period.

The fair value of each SPSU is amortized over the requisite or derived service period, which is up to 6.4 years.

The SPSUs granted on February 26, 2020 and March 5, 2020 have a grant date fair value of approximately $ 12.2 million.

On February 26, 2020 and March 5, 2020, special performance stock unit awards (“SPSUs”), totaling 714,000 units were granted to certain executive officers that vest based upon achieving target prices for the Company’s Class Common Stock.

On October 30, 2020, based upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved a modification to the SPSUs for the awards.

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As a result of the SPSU modification of market conditions, the incremental fair value amount assigned to the grant date fair value was approximately $ 7.3 million in accordance with ASC 718-20, Compensation-Stock Compensation.

In January 2021, the market condition requirement for SPSUs was met as a result of

exceeding the 20-day trailing volume weighted average stock price threshold target for tranche 5 and tranche 6 of $ 4 and $ 8 , respectively.

In January 2021, the market condition requirement for SPSUs was met as a result of exceeding the 20-day trailing volume weighted average stock price threshold target for tranche 5 and

tranche 6 of $ 4 and $ 8 , respectively.

The stock-based compensation costs for SPSUs were recorded on a straight-line basis through October 30, 2021, which was the end of the service requirement period.

The following table represents the nonvested RSU and PSU activity for the years ended December 31, 2023, December 31, 2022 and December 31, 2021:

Shares of RSU

RSUs and PSUs (4)

Beginning balance at January 1, 2021 (1)

( 4,944,750 )

( 2,040,244 )

Cancelled (2)

( 4,271,858 )

Beginning balance at January 1, 2021 (2)

( 1,297,720 )

Nonvested at January 1, 2022

Cancelled (2)

( 1,082,258 )

Nonvested at January 1, 2023

( 5,636,324 )

Granted - Special Award

Vested - Special Award

Forfeited (3)

Cancelled ( 2)

( 4,746,590 )

Cancelled - Special Award (2)

Nonvested at December 31, 2023

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Total Nonvested at December 31, 2023

(1) Represents vested RSUs, PSUs, and SPSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan.

(1) Includes awards modified during 2020 where grant date fair value was not determined until 2021.

(3) The number of PSU shares granted under the Tranche Year 2022 is based on attainment of performance targets at 0 % for the Adjusted EBITDA target and 79 % for the free cash flow target.

(4) See Note 16 —Subsequent Events for information regarding vesting modifications to the 2022 PSUs.

(2) Represents vested RSUs, PSUs, and SPSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan.

(3) The number of PSU shares granted and forfeited under the Tranche Year 2023 is based on attainment of performance targets at 86 % for the Adjusted EBITDA target and 0 % for the free cash flow target.

(4) Includes AMC Preferred Equity Unit RSUs and PSUs that were converted to Common Stock RSUs and PSUs as a result of the Charter Amendments.

NOTE 10—INCOME TAXES

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The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state and foreign jurisdiction basis.

The Company conducts its evaluation by considering all available positive and negative evidence, including historical operating results, forecasts of future profitability, the

duration of statutory carryforward periods, and the outlooks for the U.S.

The Company conducts its evaluation by considering all available positive and negative evidence, including historical operating results, forecasts of future profitability, the duration of statutory carryforward periods, and the outlooks for the U.S.

motion picture and broader economy, among others.

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deferred tax assets as well as international jurisdictions in which it operates, with the exception of Finland.

During the first quarter of 2020, the severe impact of COVID-19 on operations in Germany and Spain caused the Company to conclude the realizability of deferred tax assets held in those jurisdictions does not meet the more likely than not standard.

As such, a charge of $ 33.1 million and $ 40.1 million was recorded for Germany and Spain, respectively.

On July 31, 2020, the Company consummated previously announced private offers to exchange its Existing Subordinated Notes for newly issued Second Lien Notes due 2026.

See Note 8 — Corporate Borrowings and Finance Lease Liabilities for further information.

For US tax purposes the Company was required to recognize CODI on the difference between the face value of debt exchanged and the fair market value of the new debt issued.

The Company recognized $ 1.2 billion of CODI for tax purposes for the year ended December 31, 2020.

IRS §108 provides relief from recognizing CODI as current taxable income to the extent that the tax paying legal entity is insolvent as defined by the US Tax Code.

The Company determined that the level of its insolvency at July 31, 2020 exceeded the indicated amount of CODI resulting from the debt exchange.

To the extent that an entity is insolvent, rather than recognize current taxable income, the entity may reduce its tax attributes including net operating losses, capital losses, tax credits, depreciable assets, investment in subsidiaries and other investments in the amount of the excluded CODI.

The Company determined that $ 1.2 billion of its federal net operating losses would be eliminated as a result of the tax attribute reduction.

The actual effective rate for the year ended December 31, 2023 was ( 0.9 )%.

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and foreign jurisdictions, foreign tax rate differences, and federal and state tax credits, partially offset by permanent differences related to interest, compensation, and other discrete items.

Additionally, the Company recorded an immaterial error correction resulting in a $ 152.5 million net increase in deferred tax assets which were fully reserved with a valuation allowance during the year ended December 31, 2022.

The adjustment related to deferred tax assets associated with the cancellation of debt transactions which occurred during the period ended December 31, 2020.

No tax impact was recorded on the $ 2,306.4 million goodwill impairment charge incurred during the year ended December 31, 2020, as the portion impaired was permanently non-deductible.

At December 31, 2023 and December 31, 2022, the Company has recorded net deferred tax liabilities of $ 32.4 million and of $ 32.1 million, respectively.

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Federal and state credits

Permanent items - goodwill impairment

Permanent items - other

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Valuation allowance-deferred income tax assets

(1) The 2022 valuation allowance primarily relates to the Company’s increase in the current year’s federal, state, international net operating losses and the $ 152.5 million immaterial error correction, for which no benefit has been recognized.

(1) The 2022 valuation allowance primarily relates to the Company’s increase in the current year’s federal, state, international net operating losses.

(2) Primarily relates to amounts resulting from the Company’s changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income.

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Approximately $ 1,391.0 million can be used indefinitely.

The Company’s foreign net operating losses of $ 878.5 million can be used indefinitely except for approximately $ 10.6 million, which will expire in various amounts between years 2023 and 2033.

The Company’s foreign net operating losses of $ 949.0 million can be used indefinitely.

The Company also has state income tax loss carryforwards of $ 2,463.3 million.

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Balance at end of period

The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively.

No interest expense or penalties related to federal uncertain tax positions have been recognized for the years ended December 31, 2022, December 31, 2021, and December 31, 2020.

The Company analyzed and reviewed state uncertain tax positions to determine the necessity of accruing interest and penalties.

For the year ended December 31, 2022, the Company recognized no interest expense or penalties.

For the year ended December 31, 2021, the Company recognized $ 0.6 million of interest expense and $ 0.4 million of penalties.

The Company has no accrued interest and penalties for state uncertain tax positions at December 31, 2022 and December 31, 2021.

The total amount of net unrecognized tax benefits at December 31, 2022 and December 31, 2021 that would impact the effective tax rate, if recognized, would be $ 0.2 million and $ 0.3 million, respectively.

The Company believes that it is reasonably possible that none of its unrecognized tax positions related to state taxes will be recognized by the end of 2023 as a result of settlements or the expiration of statute of limitations.

The Company, or one of its subsidiaries, files income tax returns in the U.S.

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Generally, tax years beginning after December 31, 2003 are still open to examination by various taxing authorities.

Additionally, as discussed above, the Company has NOL

carryforwards for tax years ended December 31, 2003 through December 31, 2022, in the U.S.

Additionally, as discussed above, the Company has NOL carryforwards for tax years ended December 31, 2004 through December 31, 2023, in the U.S.

and various state jurisdictions which have carryforwards of varying lengths of time.

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District Court for the Southern District of New York.

The Actions, which named certain of the Company’s officers and directors and, in the case of the Hawaii Action, the underwriters of the Company’s February 8, 2017 secondary public offering, as defendants, asserted claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to alleged material misstatements and omissions in the registration statement for the secondary public offering and in certain other public disclosures.

The Actions, which named certain of the Company’s officers and directors and, in the case of the Hawaii Action, the underwriters of the Company’s February 8, 2017 secondary public offering, as defendants, asserted claims under Sections 11, 12(a)(2) and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act with respect to alleged material misstatements and omissions in the registration statement for the secondary public offering and in certain other public disclosures.

On May 30, 2018, the court consolidated the Actions.

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District Court for the District of Kansas.

The Gantulga Action, which was filed on behalf of the Company, asserts claims under Section 14(a) of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions.

The Gantulga Action, which was filed on behalf of the Company, asserted claims under Section 14(a) of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions.

On October 12, 2018, the parties filed a joint motion to transfer the action to the U.S.

1 unchanged sentence

When the action was transferred to the Southern District of New York, it was re-captioned Gantulga v.

1:18-cv-10007-

1:18-cv-10007-AJN.

The parties filed a joint stipulation to stay the action, which the court granted on December 17, 2018.

6 unchanged sentences

On April 20, 2020, the plaintiff filed an amended complaint.

The Kenna Action asserts claims under Sections 10(b), 14(a), and 21D of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions and the Gantulga Action.

The Kenna Action asserted claims under Sections 10(b), 14(a), and 21D of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions and the Gantulga Action.

The stay was lifted as of February 9, 2022.

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District Court for the Southern District of New York.

The Manuel Action asserts claims under Sections 10(b), 21D, and 29(b) of the Exchange Act and for breaches of fiduciary duty based on allegations substantially similar to the Actions, the Gantulga Action, and the Kenna Action.

The Manuel Action asserted claims under Sections 10(b), 21D, and 29(b) of the Exchange Act and for breaches of fiduciary duty based on allegations substantially similar to the Actions, the Gantulga Action, and the Kenna Action.

The parties filed a joint stipulation to stay the action, which the court granted on May 18, 2020.

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District Court for the Southern District of New York.

The Dinkevich Action asserts the same claims as the Manuel Action based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, and the Manuel Action.

The Dinkevich Action asserted the same claims as the Manuel Action based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, and the Manuel Action.

The parties filed a joint stipulation to stay the action, which was granted on June 25, 2020.

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District Court for the Southern District of New York against certain of the Company’s current and former officers and directors.

The Lyon Action asserts claims for contribution and indemnification under the Exchange Act and for breaches of fiduciary duty, waste of corporate assets, and unjust enrichment/constructive trust based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, the Manuel Action, and the Dinkevich Action.

The Lyon Action asserted claims for contribution and indemnification under the Exchange Act and for breaches of fiduciary duty, waste of corporate assets, and unjust enrichment/constructive trust based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, the Manuel Action, and the Dinkevich Action.

On January 14, 2022, defendants moved to dismiss the complaint.

On December 31, 2019, the Company received a stockholder litigation demand, requesting that the Board investigate the allegations in the Actions and pursue claims on the Company’s behalf based on those allegations.

On May 5, 2020, the Board determined not to pursue the claims sought in the demand at this time.

On July 15, 2020, the Company received a second stockholder litigation demand requesting substantially the same action as the stockholder demand it received on December 31, 2019.

On September 23, 2020, the Board determined not to pursue the claims sought in the demand at this time.

On March 21, 2023, the court granted defendants’ motion to dismiss.

On June 14, 2023, the parties to the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions signed a stipulation of settlement which, subject to the approval of the court, would resolve those actions.

As consideration for the proposed settlement, the Company agreed to certain corporate governance reforms.

The Company also agreed to the payment of a $ 1.0 million fee and expense award to the plaintiffs’ attorneys to be paid by the Company’s directors’ and officer’s insurance carriers.

Defendants agreed to the settlement solely to eliminate the burden, expense, and uncertainties inherent in further litigation.

Defendants have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damages with respect to the matters alleged in the Gantulga, Kenna, Manuel, Dinkevich, and Lyon Actions.

On June 23, 2023, plaintiffs filed a motion to preliminarily approve the settlement.

On October 6, 2023, the Court preliminarily approved the proposed settlement as being fair, reasonable, and adequate, and scheduled a telephonic hearing for December 18, 2023 at 11:00 a.m.

eastern time, to, among other things, consider whether to approve the proposed settlement.

On December 18, 2023, the court issued an order and final judgement approving the proposed settlement.

On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v.

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2019-0303-JRS (the “Lao Action”), was filed against certain of the Company’s directors, Wanda, two of Wanda’s affiliates, Silver Lake, and one of Silver Lake’s affiliates in the Delaware Court of Chancery.

The Lao Action asserts claims directly, on behalf of a putative class of Company stockholders, and derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September 14, 2018, and the special cash dividend of $ 1.55 per share of Common Stock that was payable on September 28, 2018 to the Company’s stockholders of record as of September 25, 2018.

The Lao Action asserted claims directly, on behalf of a putative class of Company stockholders, and derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September 14, 2018, and the special cash dividend of $ 1.55 per share of Common Stock that was payable on September 28, 2018 to the Company’s stockholders of record as of September 25, 2018.

On July 18, 2019, the Company’s Board of Directors formed a Special Litigation Committee to investigate and evaluate the claims and allegations asserted in the Lao Action and make a determination as to how the Company should proceed with respect to the Lao Action.

On January 8, 2021, the Special Litigation Committee filed a report with the court recommending that the court dismiss all of the claims asserted in the Lao Action, and moved to dismiss all of the claims in the Lao Action.

On June 6, 2022, the parties signed a stipulation of settlement to resolve the Lao Action for $ 17,375,000 (the “Settlement Amount”).

On June 6, 2022, the parties signed a stipulation of settlement to resolve the Lao Action for $ 17.4 million (the “Settlement Amount”).

Defendants agreed to the settlement and the payment of the Settlement Amount solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Lao Action.

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Following the hearing, also on November 30, 2022, the court issued an order and final judgment approving the settlement and dismissing the action.

The order and final judgment included a fee and expense award to Plaintiff’s counsel in the amount of $ 3,450,000 to be paid out of the

Settlement Amount.

The remainder of the Settlement Amount was paid to the Company on January 6, 2023.

See Note 16—Subsequent Events for further information.

The order and final judgment included a fee and expense award to plaintiff’s counsel in the amount of $ 3.4 million to be paid out of the Settlement Amount.

On January 6, 2023, the remainder of the Settlement Amount of $ 14.0 million was paid to the Company.

The Company recorded the settlement as a gain in other income during the year ended December 31, 2023.

On December 27, 2022, the Company received a letter from a purported stockholder, demanding to inspect certain of the Company’s books and records pursuant to 8 Del.

2 unchanged sentences

(ii) the Company’s creation, distribution, and/or sale of AMC Preferred Equity Units (“APEs”);

(iii) the transactions between the Company and Antara Capital, LP that the Company announced on December 22, 2022 (the “Antara Transactions”);

(iv) the special meeting of the holders of the Company’s Common Stock and APEs to be held on March 14, 2023 for the purpose of voting on amendments to the Company’s Certificate of Incorporation that, together and if approved, will enable the APEs to convert into shares of the Company’s Common Stock:

(iii) the Antara Transactions;

(iv) the special meeting of the holders of the Company’s Common Stock and APEs to be held on March 14, 2023 for the purpose of voting on amendments to the Company’s Certificate of Incorporation that, together, would enable the APEs to convert into shares of the Company’s Common Stock:

and (v) the independence of the members of the Board (the “December 27, 2022 Demand”).

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2023-0216-MTZ (Del.

Ch.) (the “ Munoz Action”).

The Allegheny Action asserts a claim for breach of fiduciary duty against certain of the Company’s directors and a claim for breach of 8 Del.

§ 242(b) against those directors and the Company, arising out of the Company’s creation of the APEs, the Antara Transactions, and the Charter Amendment Proposals.

The Munoz Action, which was filed by the stockholders who made the Books and Records Demands, asserts a claim for breach of fiduciary duty against the Company’s current directors and former director Lee Wittlinger, arising out of the same conduct challenged in the Allegheny Action.

The Allegheny Action seeks a declaration that the issuance of the APEs violated 8 Del.

§ 242(b), an order that holders of the Company’s Common Stock be provided with a separate vote from the holders of the APEs on the Charter Amendment Proposals or that the APEs be enjoined from voting on the Charter Amendment Proposals, and an award of money damages.

The Munoz Action seeks to enjoin the APEs from being voted on the Charter Amendment Proposals.

On February 27, 2023, the Delaware Court of Chancery entered a status quo order that (i) will allow the March 14, 2023 vote on the Charter Amendment Proposals to proceed, but precludes the Company from implementing the Charter Amendment Proposals pending a ruling by the court on the plaintiffs’ to-be-filed preliminary injunction motion, and (ii) scheduled a hearing on the plaintiffs’ to-be-filed preliminary injunction motion for April 27, 2023.

Ch.) (the “ Munoz Action”) and which were subsequently consolidated into In re AMC Entertainment Holdings, Inc.

Stockholder Litigation C.A.

2023-0215-MTZ (Del.

Ch.) (the “Shareholder Litigation”).

The Allegheny Action asserted a claim for breach of fiduciary duty against certain of the Company’s directors and a claim for breach of 8 Del.

§ 242 against those directors and the Company, arising out of the Company’s creation of the APEs, the Antara Transactions, and the Charter Amendments.

The Munoz Action, which was filed by the stockholders who made the Books and Records Demands, asserted a claim for breach of fiduciary duty against the Company’s current directors and former director Lee Wittlinger, arising out of the same conduct challenged in the Allegheny Action.

The Allegheny Action sought a declaration that the issuance of the APEs violated 8 Del.

§ 242(b), an order that holders of the Company’s Common Stock be provided with a separate vote from the holders of the APEs on the Charter Amendments or that the APEs be enjoined from voting on the Charter Amendments, and an award of money damages.

The Munoz Action sought to enjoin the APEs from being voted on the Charter Amendments.

On February 27, 2023, the Delaware Court of Chancery entered a status quo order that (i) allowed the March 14, 2023 vote on the Charter Amendments to proceed, but precluded the Company from implementing the Charter Amendments pending a ruling by the court on the plaintiffs’ then-anticipated preliminary injunction motion, and (ii) scheduled a hearing on the plaintiffs’ then-anticipated preliminary injunction motion for April 27, 2023 (the “Status Quo Order”).

On April 2, 2023, the parties entered into a binding settlement term sheet to settle the Shareholder Litigation, which among other things, provided that the parties would jointly request that the Status Quo Order be lifted.

Pursuant to the term sheet, the Company agreed, following and subject to AMC’s completion of the Conversion and Reverse Stock Split, to make a non-cash settlement payment to record holders of Common Stock immediately prior to the Conversion (and after giving effect to the Reverse Stock Split) of one share of Common Stock for every 7.5 shares of Common Stock owned by such record holders.

The Company’s obligation to make the Settlement Payment was contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendment.

The defendants agreed to the settlement and the payment of the Settlement Payment solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Shareholder Litigation.

On April 3, 2023, the plaintiffs filed an unopposed motion to lift the Status Quo Order.

On April 5, 2023, the court denied the motion to lift the Status Quo Order.

On April 27, 2023, the parties jointly filed a Stipulation and Agreement of Compromise, Settlement, and Release (the “Settlement Stipulation”) with the court, which fully memorialized the settlement that the parties agreed to in the term sheet.

On June 29–30, 2023, the court held a settlement hearing to consider whether to approve the settlement as outlined in the Settlement Stipulation.

On July 21, 2023, the court issued an opinion which, citing issues with the scope of the release sought under the proposed settlement, declined to approve the settlement as presented.

On July 22, 2023, the parties filed an addendum to the Settlement Stipulation in an effort to address the issues with the scope of the release raised by the court and requested that the court approve the settlement with the revised release set forth in the addendum.

On July 24, 2023, the court requested additional submissions in relation to the proposed settlement.

The Company provided the additional requested submissions to the court on July 26, 2023.

On August 11, 2023, the court approved the settlement of the Shareholder Litigation and lifted the Status Quo Order.

On August 14, 2023, the Company filed the amendment to its Third Amended and Restated Certificate of Incorporation, effective as of August 24, 2023, which was previously approved by the Company’s stockholders at the special meeting held on March 14, 2023 to implement the Charter Amendments.

The Reverse Stock Split occurred on August 24, 2023, the conversion of APEs into Common Stock occurred on August 25, 2023, and the Settlement Payment was made on August 28, 2023.

On September 15, 2023, the Court entered an order dismissing the Shareholder Litigation in its entirety and with prejudice.

On October 13, 2023, a purported Company stockholder who objected to the settlement of the Shareholder Litigation filed a notice of appeal from the order approving the settlement.

As of January 26, 2024, the appeal was fully briefed before the Delaware Supreme Court.

In connection with the Settlement Payment, the Company recorded a $ 110.1 million charge to other expense during the year ended December 31, 2023.

The charge was based on the estimated fair value of $ 99.3 million for the Settlement Payment and $ 10.8 million of legal fees, net of probable insurance recoveries.

The Company made the Settlement Payment on August 28, 2023, and recorded the disbursement to stockholders’ deficit.

The legal fee liabilities are included in accrued expenses and other liabilities or accounts payable within the condensed consolidated balance sheets.

On August 14, 2023, a putative class action on behalf of APE holders, captioned Simons v.

AMC Entertainment Holdings, Inc.

2023-0835-MTZ (the “Simons Action”), was filed against the Company in the Delaware Court of Chancery.

The Simons Action asserts claims for a declaratory judgment, injunctive relief, and breach of contract, and alleges that the Settlement Payment in the Shareholder Litigation violates the Certificate of Designations that govern the APEs prior to the conversion of the APEs into Common Stock.

On September 12, 2023, the Company filed a motion to dismiss the complaint.

On December 26, 2023, plaintiff filed an amended complaint, which added a claim for breach of the implied covenant of good faith and fair dealing.

On February 16, 2024, the Company filed a motion to dismiss the amended complaint.

On May 4, 2023, the Company filed a lawsuit in the Superior Court of the State of Delaware against seventeen insurers participating in its directors & officers insurance program, seeking recovery for losses incurred in connection with its defense and settlement of the Shareholder Litigation, including the Settlement Payment.

The insurance recovery action is captioned, AMC Entertainment Holdings, Inc.

XL Specialty Insurance Co., et al ., Case No.

N23C-05-045 AML CCLD (Del.

May 4, 2023) (the “Coverage Action”).

In the suit, AMC seeks up to $ 80 million in coverage under its Executive and Corporate Securities Liability Insurance Policies sold by the defendants, which provide coverage for the policy period of January 1, 2022, through January 1, 2023 (the “Policies”) in excess of a $ 10 million deductible.

The primary insurer in the Coverage Action has paid its full $ 5 million limit to reimburse the Company for its payment of the class counsel fee award.

The remainder of the insurers contest whether they owe coverage for the Settlement Payment, claiming it does not constitute a “Loss” under their insurance policies.

AMC may have claims for coverage from additional insurers as well, however, those insurers’ policies contain mandatory arbitration provisions, so they have not been included in the Coverage Action.

On October 6, 2023, an action captioned Mathew, et al.

Citigroup Global Markets, et al.

1:23-cv-12302-FDS (the “Mathew Action”), was filed in the U.S.

District Court for the District of Massachusetts.

The Mathew Action names the Company as a nominal defendant.

On November 16, 2023, plaintiffs filed an amended complaint.

On January 9, 2024, the Company filed a motion to dismiss the amended complaint.

On January 11, 2024, plaintiffs filed a motion for leave to file a second amended complaint.

On January 24, 2024, the Company filed an opposition to plaintiff’s motion for leave to file a second amended complaint.

On December 18, 2023, an action captioned Miller, et al.

AMC Entertainment Holdings, Inc.

2023-1259-LM (Del.

Ch.) (the “Miller Action”), was filed against the Company and two of its officers in the Delaware Court of Chancery.

Plaintiffs in the Miller Action seek to inspect certain of the Company’s books and records pursuant to 8 Del.

§ 220 in order to investigate allegations concerning alleged manipulation of the Company’s Common Stock.

On February 7, 2024, the parties filed a stipulation dismissing the Company’s two officers from the action.

NOTE 12—FAIR VALUE MEASUREMENTS

Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business.

The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information

used to determine the fair values.

The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values.

The fair value classification is based on levels of inputs.

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Other long-term assets:

Investment in Hycroft Mining Holding Corporation warrants

Investment in Hycroft warrants

Marketable equity securities:

Investment in Hycroft Mining Holding Corporation

Total assets at fair value

Investment in Hycroft

Fair Value Measurements at December 31, 2022 Using

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Other long-term assets:

Money market mutual funds

Investments measured at net asset value (1)

Total assets at fair value

(1) The investments relate to non-qualified deferred compensation arrangements on behalf of certain members of management.

The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation.

The plan was terminated on May 3, 2021 and liquidated in 2022.

Investment in Hycroft warrants

Marketable equity securities:

Investment in Hycroft

Valuation Techniques.

The Company’s money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value.

The equity method investment in Hycroft was measured at fair value using Hycroft’s stock price at the date of measurement.

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Other inputs included the term of 3.2 years, exercise price of $ 10.68 and Hycroft’s stock price at the date of measurement.

The preceding exercise price has been adjusted for the one-for-ten reverse stock split Hycroft effectuated on November 15, 2023.

There is considerable management judgment with respect to the inputs used in determining fair value, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy.

7 unchanged sentences

active market

Total Impairment

(In millions)

1 unchanged sentence

Property, net:

Property, net

Operating lease right-of-use assets:

Operating lease right-of-use assets

Other long-term assets:

Cost method investments (1)

(1) Impairment losses for cost method investments are recorded in investment expense (income).

Fair Value Measurements at December 31, 2022 Using

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active market

Total Impairment

(In millions)

1 unchanged sentence

Property, net:

Operating lease right-of-use assets, net

Operating lease right-of-use assets, et

Other long-term assets

Property owned, net

Property, net

Operating lease right-of-use assets:

Operating lease right-of-use assets

Valuation Techniques.

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Quoted market prices and observable market based inputs were used to estimate fair value for Level 2 inputs.

The Level 3 fair value measurement represents the transaction price of the corporate borrowings under estimated market conditions.

The Company valued these notes at principal value less an estimated discount reflecting a market yield to maturity.

5 unchanged sentences

markets and International markets.

The International markets reportable segment has operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, Denmark, and Saudi Arabia.

The International markets reportable segment has operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, and Denmark.

The Company divested of its interest in Estonia, Latvia, and Lithuania operations, see Note 1 — The Company and Significant Accounting Policies for further information on the Baltics theatre sale.

On January 24, 2023 the Company sold its interest in Saudi Arabia, see Note 16 — Subsequent events for additional information.

Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, AMC Stubs ® membership fees and other loyalty programs, ticket sales, gift card income and exchange ticket income.

On January 24, 2023 the Company sold its interest in Saudi Arabia, see Note 6 — Investments for additional information.

Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, loyalty membership fees, ticket sales, gift card income and exchange ticket income.

The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below.

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Depreciation and amortization

Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill (2)

Certain operating expense (income) (3)

Impairment of long-lived assets (2)

Certain operating expense (3)

Equity in (earnings) loss of non-consolidated entities (4)

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During the year ended December 31, 2022, the Company recorded non-cash impairment charges related to its long-lived assets of $ 73.4 million on 68 theatres in the U.S.

markets with 805 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $ 15.9 million on 14 theatres in the International markets with 118 screens which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2020, the Company recorded goodwill non-cash impairment charges of $ 1,276.1 million and $ 1,030.3 million related to the enterprise fair values of the Domestic Theatres and International Theatres reporting units, respectively.

During the year ended December 31, 2020, the Company recorded non-cash impairment of long-lived assets of $ 152.5 million on 101 theatres in the U.S.

markets with 817 screens which were related to property, net and operating lease right-of-use assets, net and $ 59.7 million on 53 theatres in the International markets with 456 screens which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2021, the Company recorded non-cash impairment charges related to its long-lived assets of $ 61.3 million on 77 theatres in the U.S.

The Company recorded non-cash impairment charges related to indefinite-lived intangible assets of $ 12.5 million and $ 2.7 million related to the Odeon and Nordic trade names, respectively, in the International Theatres reporting unit during the year ended December 31, 2020.

The Company also recorded non-cash impairment charges of $ 14.4 million related to its definite-lived intangible assets in the Domestic Theatres reporting unit during the year ended December 31, 2020.

(3) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens, including the related accretion of interest, non-cash deferred digital equipment rent expense, and disposition of assets and other non-operating gains or losses included in operating expenses.

(3) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of screens, including the related accretion of interest, disposition of assets, and other non-operating gains or losses included in operating expenses.

The Company has excluded these items as they are non-cash in nature or are non-operating in nature.

(4) Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings from AC JV of $ 4.9 million during the year ended December 31, 2023.

Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in loss from Saudi Cinema Company, LLC of $ 7.6 million, partially offset by equity in (earnings) from DCIP of $ 3.4 million during the year ended December 31, 2022.

Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings (loss) from DCIP of $ 12.2 million and $( 14.5 ) million, during the year ended December 31, 2021, and December 31, 2020, respectively.

In addition, the Company recorded impairment losses in the International markets during the year ended December 31, 2020 related to equity method investments of $ 8.6 million in equity in (earnings) loss of non-consolidated entities.

Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings (loss) from DCIP of $ 12.2 million, during the year ended December 31, 2021.

(5) Includes U.S.

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Equity in (earnings) loss of non-consolidated entities

Equity in (earnings) loss of non-consolidated entities excluding International theatre joint ventures

Equity in loss of International theatre joint ventures

Income tax provision

Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures

Equity in earnings (loss) of International theatre joint ventures

Income tax expense

Investment expense (income)

4 unchanged sentences

Attributable EBITDA

(7) Other expense (income) during the year ended December 31, 2022, primarily consisted of a loss on debt extinguishment of $ 92.8 million, partially offset by income related to the foreign currency transaction gains of $( 12.3 ) million and contingent lease guarantees of $( 0.2 ) million.

(7) Other expense (income) during the year ended December 31, 2023 primarily consisted of gains on debt extinguishment of $( 142.8 ) million and foreign currency transaction gains of $( 17.8 ) million, partially offset by a non-cash litigation charge of $ 99.3 million.

Other expense (income) for the year ended December 31, 2022 primarily consisted of a loss on debt extinguishment of $ 92.8 million, partially offset by income related to the foreign currency transaction gains of $( 12.3 ) million and contingent lease guarantees of $( 0.2 ) million.

Other expense (income) for the year ended December 31, 2021 primarily consisted of a loss on debt extinguishment of $ 14.4 million and financing fees of $ 1.0 million, partially offset by income related to the foreign currency transaction gains of $( 9.8 ) million and contingent lease guarantees of $( 5.7 ) million.

During the year ended December 31, 2020 included a loss of $ 109.0 million related to the fair value adjustments of the Company’s derivative liability and derivative asset for the Convertible Notes, financing fees related to the Exchange Offer of $ 39.3 million, and credit losses related to contingent lease guarantees of $ 15.0 million, partially offset due to a gain on extinguishment of the Second Lien Notes due 2026 of $( 93.6 ) million.

(8) Reflects amortization of certain intangible assets reclassified from depreciation and amortization to rent expense due to the adoption of ASC 842, Leases and deferred rent benefit related to the impairment of right-of-use operating lease assets.

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Other comprehensive income (loss)

Realized loss on foreign currency transactions reclassified into investment expense (income)

Balance December 31, 2022

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The dividend was paid at the close of business on August 19, 2022 to investors who held shares of Common Stock as of August 22, 2022, the ex-dividend date.

The Company has 50,000,000 Preferred Stock shares authorized, 10,000,000 of which have currently been allocated and 7,245,872 have been issued under depositary agreement as Series A Convertible Participating Preferred Stock, leaving 40,000,000 unallocated Preferred Stock shares.

Each AMC Preferred Equity Unit is designed to have the same economic and voting rights as a share of Class A common stock.

Trading of the AMC Preferred Equity Units on the NYSE began on August 22, 2022 under the ticker symbol “APE”.

Due to the characteristics of the AMC Preferred Equity Units, the special dividend is similar to a stock split pursuant to ASC 505-20-25-4.

Accordingly, all references made to share, per share, or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the special dividend as a stock split.

The dividend was paid at the close of business on August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date.

Due to the characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to ASC 505-20-25-4.

On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock.

The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding.

Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying financial statements and applicable disclosures have been retroactively adjusted to reflect both the effects of the special dividend as a stock split and the subsequent reverse stock split.

References made to AMC Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding.

Diluted loss per share includes the effects of unvested RSUs with a service condition only and unvested contingently issuable RSUs and PSUs that have service and performance conditions, if dilutive.

Diluted loss per share for the year ended December 31, 2020 also includes potential dilutive shares from the conversion feature of the Convertible Notes due 2026, if dilutive.

The following table sets forth the computation of basic and diluted loss per common share:

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December 31, 2021

Net loss for basic loss per share attributable to AMC Entertainment Holdings, Inc.

Net loss for diluted loss per share attributable to AMC Entertainment Holdings, Inc.

Net loss for basic and diluted loss per share

Denominator (shares in thousands):

Weighted average shares for basic loss per common share

Weighted average shares for diluted loss per common share

Basic loss per common share:

Diluted loss per common share:

Vested RSUs, PSUs, and SPSUs have dividend rights identical to the Company’s Common Stock and AMC Preferred Equity Units and are treated as outstanding shares for purposes of computing basic and diluted earnings per share.

For the year ended December 31, 2022, December 31, 2021, and December 31, 2020, unvested RSUs of 2,523,364 , 4,495,250 , and 2,262,666 , respectively, were not included in the computation of diluted earnings (loss) per share because they would be anti-dilutive.

Unvested PSUs and SPSUs are subject to performance and market conditions, respectively, and are included in diluted earnings per share, if dilutive, based on the number of shares, if any, that would be issuable under the terms of the Company’s 2013 Equity Incentive Plan if the end of the reporting period were the end of the contingency period.

Unvested PSUs of 0 , 0 and 1,298,418 for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively, and unvested SPSUs of 1,156,656 at the minimum market condition for the year ended December 31, 2020, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.

On January 29, 2021, the $ 600.0 million principal amount of the Company’s Convertible Notes due 2026 were converted into the Company’s Common Stock at a conversion price of $ 6.76 per share and resulted in the issuance of 44,422,860 shares and 44,422,860 AMC Preferred Equity Units.

For the year ended December 31, 2020, the Company used the if-converted method for calculating any potential dilutive effect of the Convertible Notes that were issued on September 14, 2018.

The Company has not adjusted net loss for the year ended December 31, 2020 to eliminate the interest expense of $ 31.8 million and the loss for the derivative liability related to the Convertible Notes of $ 89.4 million in the computation of diluted loss per share because the effects would be anti-dilutive.

The Company has not included in diluted weighted average shares approximately 71.0 million shares issuable upon conversion for the year ended December 31, 2020 as the effects would be anti-dilutive.

Weighted average shares for basic and diluted loss per common share

Basic and diluted loss per common share:

Vested RSUs, PSUs, and SPSUs have dividend rights identical to the Company’s Common Stock and are treated as outstanding shares for purposes of computing basic and diluted loss per share.

For the year ended December 31, 2023, December 31, 2022, and December 31, 2021, unvested RSUs of 272,469 , 252,336 , and 449,525 , respectively, were not considered in the computation of diluted loss per share because they would be anti-dilutive.

All Tranche Year PSUs which had been granted at December 31, 2023, December 31, 2022, and December 31 2021 were included in basic loss per share for each respective period because the issuance of the related shares were contingent only upon the passage of time.

Therefore, no granted Tranche Year PSUs at December 31, 2023, December 31, 2022, and December 31, 2021 could further dilute basic loss per share.

NOTE 16— SUBSEQUENT EVENTS

Equity Distribution Agreement.

As part of the Equity Distribution Agreement described in Note 9—Stockholders’ Equity, the Company raised gross proceeds of approximately $ 9.6 million through the date of this filing through its at-the-market offering of approximately 6.6 million shares of its AMC Preferred Equity Units and paid fees to the sales agent of approximately $ 0.2 million.

The Company is prohibited from selling more than $ 140.0 million worth of AMC Preferred Equity units until the earlier of the special stockholders meeting described below or April 6, 2023.

Antara is prohibited from purchasing more than 26 million AMC Preferred Equity Units until the earlier of the special stockholders meeting or April 6, 2023.

Stock-Based Compensation.

On February 23, 2023, AMC’s Board of Directors approved a modification to the 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both tranches.

This modification resulted in the immediate additional vesting of 2,389,589 Common Stock 2022 PSUs and 2,389,589 AMC Preferred Equity Unit 2022 PSUs.

This was treated as a Type 3 modification

(improbable-to-probable) which requires the Company to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Unit PSUs of $ 6.23 and $ 2.22 , respectively.

The Company will recognize $ 20.2 million of additional stock compensation expense in its financial statements during the three months ended March 31, 2023.

Other Information of this form 10-K for further information.

Additional Share Issuances Antara.

On February 7, 2023, the Company issued 197,621,297 AMC Preferred Equity Units to Antara in exchange for $ 75.1 million in cash and $ 100.0 million aggregate principal of the Company’s 10 %/ 12 % Cash/PIK Toggle Second Lien Notes due 2026.

The cash proceeds of $ 75.1 million and the carrying value of the notes of $ 118.6 million were recorded in Total stockholders’ deficit.

The Company paid $ 1.4 million of accrued interest in cash upon exchange of the notes.

On February 9, 2023, the Company and Antara agreed to a mutual waiver of the lock-up restrictions in the Forward Purchase Agreement restricting the sale, transfer, or other disposition of the AMC Preferred Equity Units.

In accordance with the mutual waiver, the lock-up restrictions will not apply to (i) sales of AMC Preferred Equity Units by Antara in an amount not to exceed an aggregate of 26 million AMC Preferred Equity Units, and (ii) allow additional sales of AMC Preferred Equity Units by the Company in an amount not to exceed $ 140 million.

The Company also agreed that prior to March 31, 2023, it will not issue or exchange, without Antara’s prior written consent, any Common Stock in return for cancellation of the Company’s outstanding indebtedness.

Senior Secured Credit Facility.

On January 25, 2023, the Company entered into the Twelfth Amendment, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant under its Credit Agreement from a period ending March 31, 2023 to a period ending on March 31, 2024.

Derivative Stockholder Complaint .

On January 6, 2023, the Company received approximately $ 14.0 million in settlement of the Lao Action as described in Note 11—Commitments and Contingencies.

The Company expects to record the settlement as a credit to other income during the three months ended March 31.

Saudi Cinema Company.

On December 30, 2022, the Company entered into an agreement to sell its 10.0 % investment in Saudi Cinema Company, LLC for SAR 112.5 million ($ 30.0 ) million, subject to certain closing conditions.

On January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company received the proceeds on January 25, 2023.

The Company expects to record a gain on the sale of approximately $ 15.5 million in investment income during the three months ended March 31, 2023.

Debt Repurchases.

The below table summarizes the cash debt repurchase transactions during January and February 2023, including related party transactions with Antara, which became a related party on February 7, 2023:

Debt for equity exchange.

During January 2024, the Company executed a debt for equity exchange transaction.

This transaction was treated as early extinguishments of the debt.

In accordance with ASC 470-50-40-3 the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged.

The below table summarizes the debt for equity exchange that occurred during January 2024:

Aggregate Principal

Reacquisition

Accrued Interest

(In millions)

(In millions, except for share data)

Extinguishment

Related party transactions:

Second Lien Notes due 2026

5.875 % Senior Subordinated Notes due 2026

Total related party transactions

Non-related party transactions:

Second Lien Notes due 2026

Total non-related party transactions

Total debt repurchases

Special Meeting of Stockholders.

Subsequent to the fiscal year ended December 31, 2022, the Board called a special meeting of the Company’s stockholders for March 14, 2023 (the “Special Meeting”).

At the Special Meeting, the Company’s stockholders will consider the following proposals:

To approve an amendment to our Third Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to increase the total number of authorized shares of Common Stock from 524,173,073 shares of Common Stock to 550,000,000 shares of Common Stock (the “Share Increase Proposal”);

Increase Proposal, shall permit the full conversion of all outstanding shares of Series A Preferred Stock into shares of Common Stock (the “Reverse Split Proposal” and collectively with the Authorized Share Increase Proposal, the “Charter Amendment Proposals”).

See Note 11—Commitments and Contingencies for further information;

Each of the Share Increase Proposal and the Reverse Split Proposal is cross-conditioned on the approval of the other, such that approval of both proposals is required for each of them to take effect.

If the Charter Amendment Proposals are approved, the number of our outstanding shares of Common Stock as of February 8, 2023, the record date for the Special Meeting, would decrease from 517,580,416 to approximately 51,758,042 shares of Common Stock.

Further, 9,298,497 shares of Series A Preferred Stock (represented by 929,849,612 APEs), as of the record date, will convert into 92,984,970 shares of Common Stock and the Series A Preferred Stock (and APEs) will cease to exist.

Ultimately, based upon the outstanding equity interests as of the record date, approval of the Charter Amendment Proposals will result in a total of approximately 144,743,012 shares of Common Stock outstanding out of 550,000,000 authorized shares.

The amount of Preferred Stock authorized in the Certificate of Incorporation will be unaffected by the Charter Amendment Proposals.

For additional information on the Special Meeting and the proposals under consideration, see the Company’s definitive proxy statement on Schedule 14A filed on February 14, 2023.

Vendor dispute.

On January 26, 2024, the Company executed an agreement to collect $ 37.5 million as resolution of a dispute with a vendor.

The proceeds, net of legal costs, were recorded to other income in the financial statements during the three months ended March 31, 2024.

The relationship with the vendor has been restored and remains in good standing.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data