3 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions, except share and per share amounts)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Food and beverage
11 unchanged sentences
Operating income (loss)
−Removed: Other expense (income), net
−Removed: Other expense (income)
+Added: Other expense, net
Interest expense:
2 unchanged sentences
Non-cash NCM exhibitor services agreement
−Removed: Investment expense (income)
−Removed: Total other expense (income), net
+Added: Investment income
+Added: Total other expense, net
Earnings (loss) before income taxes
−Removed: Income tax provision
+Added: Income tax provision (benefit)
Net earnings (loss)
7 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Net earnings (loss)
4 unchanged sentences
Other comprehensive income (loss)
−Removed: Total comprehensive loss
+Added: Total comprehensive income (loss)
See Notes to Condensed Consolidated Financial Statements.
2 unchanged sentences
(In millions, except share data)
−Removed: June 30, 2024
+Added: September 30, 2024
December 31, 2023
8 unchanged sentences
Intangible assets, net
+Added: Deferred tax asset, net
Other long-term assets
19 unchanged sentences
Preferred stock, $ .01 par value per share, 50,000,000 shares authorized;
−Removed: no shares issued and outstanding as of June 30, 2024, and December 31, 2023
+Added: no shares issued and outstanding as of September 30, 2024, and December 31, 2023
Class A common stock ($ .01 par value, 550,000,000 shares authorized;
−Removed: 361,354,955 shares issued and outstanding as of June 30, 2024;
+Added: 364,935,746 shares issued and outstanding as of September 30, 2024;
550,000,000 authorized;
8 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Cash flows from operating activities:
2 unchanged sentences
Gain on extinguishment of debt
+Added: Gain on derivative liability
Deferred income taxes
4 unchanged sentences
Gain on disposition of Saudi Cinema Company
−Removed: Equity in (earnings) loss from non-consolidated entities, net of distributions
+Added: Equity in (earnings) from non-consolidated entities, net of distributions
Landlord contributions
−Removed: Other non-cash rent benefit
Deferred rent
7 unchanged sentences
Capital expenditures
+Added: Acquisition of theatre assets
Proceeds from disposition of Saudi Cinema Company
3 unchanged sentences
Repurchase of Senior Subordinated Notes due 2025
+Added: Repurchase of Senior Subordinated Notes due 2026
Repurchase of Second Lien Notes due 2026
−Removed: Scheduled principal payments under Term Loan due 2026
+Added: Scheduled principal payments under Term Loan borrowings
+Added: Principal payments under Term Loan due 2026
+Added: Proceeds from issuance of Term Loan due 2029
Net proceeds from equity issuances
1 unchanged sentence
Cash used to pay for deferred financing costs
+Added: Debt extinguishment costs
Taxes paid for restricted unit withholdings
1 unchanged sentence
Effect of exchange rate changes on cash and cash equivalents and restricted cash
−Removed: Net decrease in cash and cash equivalents and restricted cash
+Added: Net increase (decrease) in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of period
2 unchanged sentences
Cash paid during the period for:
−Removed: Income taxes paid, net
+Added: Income taxes (received) paid, net
Schedule of non-cash activities:
3 unchanged sentences
Extinguishment of Second Lien Notes due 2026 in exchange for share issuance (1)
+Added: Extinguishment of the 2025 Notes in exchange for share issuance (1)
+Added: Extinguishment of the 2026 Notes in exchange for share issuance (1)
+Added: Extinguishment of Second Lien Notes due 2026 in exchange for Term Loans due 2029 (1)
+Added: Extinguishment of principal amount of the Second Lien Notes in exchange for Term Loan due 2029 (1)
+Added: Extinguishment of principal amount of the Second Lien Notes in exchange for Exchangeable Notes due 2030 (1)
+Added: (1) See Note 1—Basis of Presentation and Note 6—Corporate Borrowings and Finance Lease Liabilities for further information on debt extinguishments and the Refinancing Transactions.
See Notes to Condensed Consolidated Financial Statements.
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: June 30, 2024
+Added: September 30, 2024
NOTE 1—BASIS OF PRESENTATION
9 unchanged sentences
In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations.
−Removed: Due to the seasonal nature of the Company’s business, results for the six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024.
+Added: Due to the seasonal nature of the Company’s business, results for the nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
−Removed: Reverse Stock Split .
−Removed: On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Class A common stock (“Common Stock”) for every ten shares of Common Stock.
−Removed: 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.
−Removed: The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding.
−Removed: 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.
−Removed: Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying condensed consolidated financial statements and applicable disclosures for periods prior to August 24, 2023, have been retroactively adjusted to reflect the reverse stock split.
−Removed: References made to AMC Preferred Equity Units have also been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.
−Removed: On August 25, 2023, all of the Company’s outstanding AMC Preferred Equity Units converted into shares of Common Stock.
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.
−Removed: As of April 19, 2024, and in anticipation of the maturity of the Senior Secured Revolving Credit Facility, the Company voluntarily terminated the commitments under the Senior Secured Revolving Credit Facility in full and paid off any remaining obligations with respect to the Senior Secured Revolving Credit Facility.
−Removed: The financial covenants and related covenant suspension conditions are no longer in effect pursuant to the terms of the Credit Agreement.
−Removed: The termination of the Senior Secured Revolving Credit Facility does not otherwise affect the senior secured term loan facility under the Credit Agreement.
−Removed: The Company currently does not expect to replace the Senior Secured Revolving Credit Facility.
−Removed: The Company has entered into a new letter of credit facility in order to continue to provide letters of
−Removed: credit in the ordinary course of business following the termination of the Senior Secured Revolving Credit Facility.
The Company’s cash burn rates are not sustainable long-term.
−Removed: In order to achieve sustainable net positive operating cash flows and long-term profitability, the Company believes that revenues will need to increase to levels at least in line with pre-COVID-19 revenues.
−Removed: North American box office grosses were down approximately 36 % for the six months ended June 30, 2024, compared to the six months ended June 30, 2019.
−Removed: Until such time as the Company is able to achieve sustainable net positive operating cash flow, it is difficult to estimate the Company’s future cash burn rates and liquidity requirements.
+Added: In order to achieve sustainable net positive cash flows provided by operating activities and long-term profitability, the Company believes that revenues will need to increase to levels at least in line with pre-COVID-19 revenues.
+Added: North American box office grosses were down approximately 25 % for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2019.
+Added: Until such time as the Company is able to achieve sustainable net positive cash flows provided by operating activities, it is difficult to estimate the Company’s future cash burn rates and liquidity requirements.
Depending on the Company’s assumptions regarding the timing and ability to achieve increased levels of revenue, the estimates of amounts of required liquidity vary significantly.
There can be no assurance that the 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.
−Removed: 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 had a negative impact in 2024 on the film slate for exhibition, the Company’s liquidity and cash burn rates.
+Added: Additionally, the effects of labor stoppages that occurred during 2023 had a negative impact in 2024 on the film slate for exhibition, the Company’s 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 the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.
1 unchanged sentence
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.
−Removed: The amounts involved may be material and to the extent equity is used, dilutive.
−Removed: See Note 13—Subsequent Events for more information about various debt refinancing transactions that occurred subsequent to June 30, 2024.
−Removed: The below table summarizes the various debt for equity exchange transactions that occurred during the six months ended June 30, 2024.
−Removed: The transactions were treated as early extinguishment of the debt.
−Removed: 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.
−Removed: See Note 6—Corporate Borrowings and Finance Lease Liabilities and Note 7—Stockholders’ Deficit.
−Removed: Aggregate Principal
−Removed: Accrued Interest
−Removed: (In millions, except for share data)
−Removed: Extinguishment
−Removed: Second Lien Notes due 2026
−Removed: During the six months ended June 30, 2024, the Company raised gross proceeds of $ 250.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $ 6.3 million and $ 0.6 million, respectively, through its at-the-market offering of approximately 72.5 million shares of Common Stock.
−Removed: The Company paid $ 0.7 million of other third-party issuance costs during the six months ended June 30, 2024.
+Added: amounts involved may be material and to the extent equity is used, dilutive.
+Added: See Note 6—Corporate Borrowings and Finance Lease Liabilities for a summary of debt transactions that occurred during the nine months ended September 30, 2024 and September 30, 2023, respectively.
+Added: See Note 13—Subsequent Events for further information about various debt exchanges that occurred subsequent to September 30, 2024.
+Added: Additionally, the Company has bolstered its liquidity through at-the-market offerings of its Class A Common Stock (“Common Stock”), see Note 7—Stockholders’ Deficit for further information on these offerings.
+Added: As of April 19, 2024, and in anticipation of the maturity of the Senior Secured Revolving Credit Facility, the Company voluntarily terminated the commitments under the Senior Secured Revolving Credit Facility in full and paid off any remaining obligations with respect to the Senior Secured Revolving Credit Facility.
+Added: The financial covenants and related covenant suspension conditions are no longer in effect pursuant to the terms of the Credit Agreement dated as of April 30, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified).
+Added: The Company currently does not expect to replace the Senior Secured Revolving Credit Facility.
+Added: The Company has entered into a new letter of credit facility in order to continue to provide letters of credit in the ordinary course of business following the termination of the Senior Secured Revolving Credit Facility.
Cash and Cash Equivalents.
−Removed: As of June 30, 2024, cash and cash equivalents for the U.S.
+Added: As of September 30, 2024, cash and cash equivalents for the U.S.
markets and International markets were $ 455.6 million and $ 71.8 million respectively, and as of December 31, 2023, cash and cash equivalents were $ 752.3 million and $ 132.0 million, respectively.
3 unchanged sentences
(In millions)
−Removed: June 30, 2024
+Added: September 30, 2024
December 31, 2023
2 unchanged sentences
Total cash and cash equivalents and restricted cash in the statement of cash flows
−Removed: As of June 30, 2024, restricted cash for the U.S.
+Added: As of September 30, 2024, restricted cash for the U.S.
markets and International markets were $ 20.2 million and $ 29.5 million, respectively.
7 unchanged sentences
Other comprehensive income (loss)
−Removed: Balance June 30, 2024
+Added: Balance September 30, 2024
Accumulated Depreciation and Amortization.
−Removed: Accumulated depreciation was $ 3,197.1 million and $ 3,109.8 million as of June 30, 2024, and December 31, 2023, respectively, related to property.
−Removed: Accumulated amortization of intangible assets was $ 7.7 million and $ 7.3 million as of June 30, 2024, and December 31, 2023, respectively.
+Added: Accumulated depreciation was $ 3,268.4 million and $ 3,109.8 million as of September 30, 2024, and December 31, 2023, respectively, related to property.
+Added: Accumulated amortization of intangible assets was $ 7.9 million and $ 7.3 million as of September 30, 2024, and December 31, 2023, respectively.
Other Expense (Income).
1 unchanged sentence
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Foreign currency transaction (gains) losses
1 unchanged sentence
Gain on extinguishment - Senior Subordinated Notes due 2025
−Removed: Gain on extinguishment - Second Lien Notes due 2026
+Added: Gain on extinguishment - Senior Subordinated Notes due 2026
+Added: (Gain) loss on extinguishment - Second Lien Notes due 2026
+Added: Term Loan modification - third party fees
+Added: Derivative liability fair value decrease for embedded conversion feature in the Exchangeable Notes due 2030
Equity in earnings of non-consolidated entities
Derivative stockholder settlement
−Removed: Shareholder litigation and recoveries
+Added: Shareholder litigation expense and (recoveries)
Vendor dispute settlement
Other settlement proceeds
−Removed: Business interruption insurance recoveries
−Removed: Total other expense (income)
+Added: Business interruption expense and insurance (recoveries)
+Added: Total other income
NOTE 2—LEASES
7 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
(In millions)
17 unchanged sentences
Cash flow and supplemental information is presented below:
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
(In millions)
8 unchanged sentences
(1) Includes lease extensions and option exercises.
−Removed: The following table represents the weighted-average remaining lease term and discount rate as of June 30, 2024:
+Added: The following table represents the weighted-average remaining lease term and discount rate as of September 30, 2024:
Weighted Average
4 unchanged sentences
Finance leases
−Removed: Minimum annual payments and the net present value thereof as of June 30, 2024, are as follows:
+Added: Minimum annual payments and the net present value thereof as of September 30, 2024, are as follows:
Operating Lease
1 unchanged sentence
(In millions)
−Removed: Six months ending December 31, 2024
+Added: Three months ending December 31, 2024
Total lease payments
1 unchanged sentence
Total operating and finance lease liabilities, respectively
−Removed: As of June 30, 2024, the Company had signed additional operating lease agreements for three theatres that have not yet commenced.
−Removed: These leases have terms ranging from 15 to 20 years and total lease payments of approximately $ 68.9 million.
+Added: As of September 30, 2024, the Company had signed additional operating lease agreements for two theatres that have not yet commenced.
+Added: The leases have terms of 10 and 15 years and total lease payments of approximately $ 15.0 million.
The timing of the lease commencement is dependent on the landlord providing the Company with control and access to the related facility.
−Removed: During the six months ended June 30, 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.
+Added: During the nine months ended September 30, 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 condensed consolidated statement of operations.
3 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Major revenue types
5 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Timing of revenue recognition
3 unchanged sentences
(1) Amounts primarily include subscription and advertising revenues.
−Removed: The following tables provide the balances of receivables, net and deferred revenues and income as of June 30, 2024, and December 31, 2023:
+Added: The following tables provide the balances of receivables, net and deferred revenues and income as of September 30, 2024, and December 31, 2023:
(In millions)
−Removed: June 30, 2024
+Added: September 30, 2024
December 31, 2023
4 unchanged sentences
(In millions)
−Removed: June 30, 2024
+Added: September 30, 2024
December 31, 2023
19 unchanged sentences
Foreign currency translation adjustment
−Removed: Balance June 30, 2024
+Added: Balance September 30, 2024
(1) Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and other loyalty membership fees.
8 unchanged sentences
Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied
−Removed: Balance June 30, 2024
+Added: Balance September 30, 2024
(1) Represents the carrying amount of the National CineMedia, LLC (“NCM”) common units that were previously received under the annual Common Unit Adjustment (“CUA”) and subsequent adjustments related to the NCM bankruptcy, as discussed in greater detail below.
6 unchanged sentences
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.
−Removed: But under the terms of the Plan and the restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the efficacy of the Plan.
−Removed: 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.
−Removed: The Company does not expect its bankruptcy to have a material impact on the Company.
+Added: However, under the terms of the Plan and the restructuring of the equity of NCM thereunder, the NCM Common Units were immediately cancelled upon the effective date of the Plan.
+Added: On August 13, 2023, in response to an appeal by the Company regarding certain terms of the Plan, including modification of the terms of the Exhibitor Services Agreement with other parties that were not similarly granted to the Company and appeal of the court’s order to approve cancellation of the NCM Common Unit issuance, the United States District Court for the Southern District of Texas affirmed the rulings of the bankruptcy court, including confirmation of the Plan.
+Added: The Company filed an appeal to these rulings with the United States Court of Appeals for the Fifth Circuit and such appeal remains pending.
+Added: The Company does not expect NCM’s bankruptcy or the appeal to have a material impact on the Company.
Gift Cards and Exchange Tickets.
−Removed: The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income in the condensed consolidated balance sheet as of June 30, 2024 was $ 293.8 million.
+Added: The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income in the condensed consolidated balance sheet as of September 30, 2024 was $ 280.9 million.
This will be recognized as revenues as the gift cards and exchange tickets are redeemed or as the non-redeemed gift card and exchange ticket revenues are recognized in proportion to the pattern of actual redemptions, which is estimated to occur over the next 24 months .
Loyalty Programs.
−Removed: As of June 30, 2024, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 74.5 million.
+Added: As of September 30, 2024, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 77.4 million.
The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months .
2 unchanged sentences
NOTE 4—GOODWILL
−Removed: The following table summarizes the changes in goodwill by reporting unit for the six months ended June 30, 2024:
+Added: The following table summarizes the changes in goodwill by reporting unit for the nine months ended September 30, 2024:
International
12 unchanged sentences
Currency translation adjustment
−Removed: Balance June 30, 2024
+Added: Balance September 30, 2024
NOTE 5—INVESTMENTS
1 unchanged sentence
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.
−Removed: The Company recorded a gain on the sale of $ 15.5 million in investment income during the six months ended June 30, 2023.
−Removed: Investments in non-consolidated affiliates as of June 30, 2024 include interests in Digital Cinema Distribution Coalition, LLC of 14.6 %, AC JV, LLC (“AC JV”), owner of Fathom Events, of 32.0 %, SV Holdco LLC, owner of Screenvision, of 18.4 %, Digital Cinema Media Ltd.
+Added: The Company recorded a gain on the sale of $ 15.5 million in investment income during the nine months ended September 30, 2023.
+Added: Investments in non-consolidated affiliates as of September 30, 2024 include interests in Digital Cinema Distribution Coalition, LLC of 14.6 %, AC JV, LLC (“AC JV”), owner of Fathom Events, of 32.0 %, SV Holdco LLC, owner of Screenvision, of 18.4 %, Digital Cinema Media Ltd.
(“DCM”) of 50.0 %, Handelsbolaget Svenska Bio Lidingo of 50.0 %, Bergen Kino AS of 49.0 %, Odeon Kino Stavanger/Sandnes AS of 49.0 %, Capa Kinoreklame AS (“Capa”) of 50.0 % and Vasteras Biografer (“Vasteras”) of 50.0 %.
2 unchanged sentences
Indebtedness held by equity method investees is non-recourse to the Company.
−Removed: During the three months ended June 30, 2024 and June 30, 2023, the Company recorded equity in earnings of non-consolidated entities of $( 1.0 ) million and $( 0.8 ) million, respectively.
−Removed: During the six months ended June 30, 2024 and June 30, 2023, the Company recorded equity in earnings of $( 4.7 ) million and $( 2.2 ) million, respectively.
+Added: During the three months ended September 30, 2024 and September 30, 2023, the Company recorded equity in earnings of non-consolidated entities of $ 5.2 million and $ 3.1 million, respectively.
+Added: During the nine months ended September 30, 2024 and September 30, 2023, the Company recorded equity in earnings of $ 9.9 million and $ 5.3 million, respectively.
Related Party Transactions
1 unchanged sentence
(In millions)
−Removed: June 30, 2024
+Added: September 30, 2024
December 31, 2023
7 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
Consolidated Statements of Operations
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
DCM screen advertising revenues
2 unchanged sentences
Operating expense
−Removed: Gross exhibition cost on AC JV Fathom Events programming
+Added: Film rent - AC JV
Film exhibition costs
1 unchanged sentence
Other revenues
+Added: Capa screen advertising revenues
+Added: Other revenues
Investment in Hycroft
4 unchanged sentences
The Company accounts for the common shares of Hycroft under the equity method and has elected the fair value option in accordance with ASC 825-10.
−Removed: The Company accounts for the warrants as derivatives in accordance with ASC 815.
+Added: The Company accounts for the warrants as derivatives in accordance with
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.
−Removed: During the three months ended June 30, 2024 and June 30, 2023, the Company recorded unrealized (gain) loss in investment income of $( 0.7 ) million and $ 5.5 million, respectively.
−Removed: During the six months ended June 30, 2024 and June 30, 2023, the Company recorded unrealized loss in investment income of $ 0.3 million and $ 10.1 million, respectively.
+Added: During the three months ended September 30, 2024 and September 30, 2023, the Company recorded unrealized loss in investment income of $ 1.4 million and $ 0.7 million, respectively.
+Added: During the nine months ended September 30, 2024 and September 30, 2023, the Company recorded unrealized loss in investment income of $ 1.7 million and $ 10.8 million, respectively.
See Note 9 — Fair Value Measurements for fair value information and the asset value for investments in Hycroft measured under the fair value option as well as the total asset value for other equity method investments.
2 unchanged sentences
(In millions)
−Removed: June 30, 2024
+Added: September 30, 2024
December 31, 2023
−Removed: First Lien Secured Debt:
−Removed: Senior Secured Credit Facility-Term Loan due 2026 ( 8.444 % as of June 30, 2024 and 8.474 % as of December 31, 2023)
+Added: Secured Debt:
+Added: Credit Agreement-Term Loans due 2029 ( 11.919 % as of September 30, 2024)
12.75 % Odeon Senior Secured Notes due 2027
7.5 % First Lien Notes due 2029
−Removed: Second Lien Secured Debt:
−Removed: 10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026
+Added: Senior Secured Credit Facility-Term Loan due 2026 ( 8.474 % as of December 31, 2023)
+Added: 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
Subordinated Debt:
−Removed: 6.375 % Senior Subordinated Notes due 2024 (£ 4.0 million par value as of June 30, 2024)
+Added: 10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Notes due 2026
+Added: 6.375 % Senior Subordinated Notes due 2024 (£ 4.0 million par value as of September 30, 2024)
5.75 % Senior Subordinated Notes due 2025
4 unchanged sentences
Deferred financing costs
−Removed: Net premium (1)
+Added: Net premium (discount) (1)
+Added: Derivative liability - Conversion Option
Total carrying value of corporate borrowings and finance lease liabilities
3 unchanged sentences
(1) The following table provides the net premium (discount) amounts of corporate borrowings:
+Added: September 30,
(In millions)
2 unchanged sentences
12.75 % Odeon Senior Secured Notes due 2027
−Removed: The following table provides the principal payments required and maturities of corporate borrowing as of June 30, 2024:
+Added: Credit Agreement-Term Loans due 2029
+Added: 6.00 %/ 8.00 % Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030
+Added: Net premium (discount)
+Added: The following table provides the principal payments required and maturities of corporate borrowing as of September 30, 2024:
(In millions)
−Removed: Six months ended December 31, 2024
+Added: Three months ended December 31, 2024
Debt Repurchases and Exchanges
−Removed: The below table summarizes the various debt for equity exchange transactions that occurred during the six months ended June 30, 2024.
−Removed: The transactions were treated as early extinguishments of debt.
+Added: The below table summarizes the various cash debt repurchase transactions, debt for equity exchange transactions and cash and debt for equity exchange transactions that occurred during the nine months ended September 30, 2024.
+Added: The debt for equity exchange transactions were treated as early extinguishments of 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.
+Added: The below table does not include the Refinancing Transactions described further below.
Aggregate Principal
+Added: Reacquisition
Accrued Interest
(In millions, except for share data)
+Added: Repurchased/Exchanged
Extinguishment
+Added: Paid/Exchanged
+Added: Cash debt repurchase transactions:
+Added: 5.75 % Senior Subordinated Notes due 2025
Second Lien Notes due 2026
−Removed: The below table summarizes the cash debt repurchase transactions during the six months ended June 30, 2023, including repurchases with a related party:
+Added: Total cash debt repurchase transactions
+Added: Debt for equity exchange transactions:
+Added: Second Lien Notes due 2026
+Added: Total debt for equity exchange transactions
+Added: Cash and debt for equity exchange transactions:
+Added: 5.75 % Senior Subordinated Notes due 2025
+Added: 5.875 % Senior Subordinated Notes due 2026
+Added: Second Lien Notes due 2026
+Added: Total cash and debt for equity exchange transactions
+Added: Total debt repurchases and exchanges
+Added: The total carrying value of the debt extinguished in the above transactions during the nine months ended September 30, 2024 was $ 343.8 million.
+Added: The below table summarizes the cash debt repurchase transactions during the nine months ended September 30, 2023, including repurchases with a related party:
Aggregate Principal
11 unchanged sentences
Total debt repurchases
−Removed: See Note 7—Stockholders’ Deficit for discussion of the $ 100.0 million aggregate principal amount of Second Lien Notes due 2026 repurchased from Antara in exchange for 9,102,619 AMC Preferred Equity Units not included in the table above.
−Removed: See Note 13—Subsequent Events for discussion of debt refinancing transactions that occurred after the balance sheet date.
−Removed: Financial Covenants
−Removed: As of April 19, 2024, and in anticipation of the maturity of the Senior Secured Revolving Credit Facility, the Company voluntarily terminated the commitments under the Senior Secured Revolving Credit Facility in full and paid off any remaining obligations with respect to the Senior Secured Revolving Credit Facility.
−Removed: The financial covenants and related covenant suspension conditions are no longer in effect pursuant to the terms of the Credit Agreement.
−Removed: The termination of the Senior Secured Revolving Credit Facility does not otherwise affect the senior secured term loan facility under the Credit Agreement.
−Removed: The Company currently does not expect to replace the Senior Secured Revolving Credit Facility.
+Added: The total carrying value of the debt extinguished in the above transactions during the nine months ended September 30, 2023 was $ 199.0 million.
+Added: See Note 7—Stockholders’ Deficit for discussion of the $ 100.0 million aggregate principal amount of Second Lien Notes repurchased from Antara in exchange for 9,102,619 AMC Preferred Equity Units not included in the table above.
+Added: Refinancing Transactions
+Added: On July 22, 2024 (the “Closing Date”), the Company completed a series of refinancing transactions (the “Refinancing Transactions”) with two creditor groups to refinance and extend to 2029 and 2030 the maturities of approximately $ 1.6 billion of the Company’s debt previously maturing in 2026.
+Added: In connection with the refinancing on the Closing Date:
+Added: ● The Company and Muvico, LLC, a newly formed indirect wholly-owned subsidiary of the Company (“Muvico”), entered into that certain credit agreement (the “New Term Loan Credit Agreement”), by and among the Company and Muvico, each, as a borrower (collectively, the “New Term Loan Borrowers”), the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (in such capacities, the “New Term Loan Agent”) pursuant to which the Company and Muvico jointly and severally borrowed $ 1.2 billion of new term loans maturing 2029 (the “New Term Loans”).
+Added: ● The New Term Loans were (i) used as consideration for the open market purchase of $ 1.1 billion of the Company’s existing senior secured term loans maturing in 2026 (the “Existing Term Loans”) and (ii) exchanged for $ 104.2 million of the Company’s 10 % / 12 % Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes”).
+Added: Under the terms of the New Term Loan Credit Agreement, lenders of remaining Existing Term Loans were entitled to exchange their remaining Existing Term Loans for New Term Loans subject to certain terms and conditions.
+Added: ● Muvico also completed a private offering for cash of $ 414.4 million aggregate principal amount of 6.00 % / 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes (the “Exchangeable Notes”), which are guaranteed by the Company, the existing guarantors under the Existing Term Loans, and the Existing First Lien Notes (as defined herein) (the “Existing Guarantors”) and Centertainment (as defined below) and which are exchangeable into Common Stock on the terms described herein.
+Added: ● Muvico used the proceeds from the offering of the Exchangeable Notes to repurchase $ 414.4 million aggregate principal amount of the Second Lien Notes.
+Added: In connection with the formation of Muvico, among other things;
+Added: ● The Company and certain of its subsidiaries (collectively, “AMC”) transferred certain leases, owned real property and related assets and rights in respect of 175 theatres (the “Transferred Theatres”) to Muvico, along with certain intellectual property, including the AMC brand name (the “Transferred IP”), pursuant to an asset transfer agreement (the “Asset Transfer Agreement”).
+Added: ● Muvico and AMC entered into a management services agreement (the “Management Services Agreement”), pursuant to which Muvico engaged AMC to manage and operate the Transferred Theatres and provide certain other management services to Muvico.
+Added: ● Muvico and AMC entered into an intellectual property license agreement (the “Intercompany License Agreement”), pursuant to which Muvico granted AMC a license to use the Transferred IP.
+Added: Muvico is a direct subsidiary of Centertainment Development, LLC (“Centertainment”).
+Added: Each of Muvico and Centertainment is an “unrestricted subsidiary” under the Existing Term Loans and the Existing First Lien Notes and therefore not subject to various restrictive covenants under the covenants governing such indebtedness.
+Added: On August 1, 2024, the Company completed follow-on open market repurchases of the Company’s Existing Term Loans (as defined below), and in exchange, issued to such selling holders the Company’s New Term Loans (as defined below) pursuant to the New Term Loan Credit Agreement (as defined below) of approximately $ 762.0 million.
+Added: On August 14, 2024, the Company completed an additional follow-on open market repurchase of the Company’s Existing Term Loans, and in exchange, issued to such selling holders the Company’s New Term Loans pursuant to the New Term Loan Credit Agreement of approximately $ 4.0 million.
+Added: On September 17, 2024, the Company issued $ 27.0 million of New Term Loans at par for cash and used the proceeds to redeem the remaining Existing Term Loans.
+Added: As of September 30, 2024, the Company completed open market purchases of $ 1,895.0 million aggregate principal amount of its Existing Term Loans and issued $ 2,024.3 million aggregate principal amount of the New Term Loans.
+Added: Accordingly, as of such date, the Company had no remaining aggregate principal amount of the Existing Term Loans outstanding and the loan documents relating to the Existing Term Loans were terminated.
+Added: The debt repurchases and exchanges for the Second Lien Notes were accounted for as extinguishments and resulted in a loss on extinguishment as follows:
+Added: (In millions)
+Added: Fair value of Exchangeable Notes due 2030
+Added: Fair value of Conversion Option
+Added: Fair value of New Term Loans due 2029
+Added: PIK fee paid to Second Lien Lenders
+Added: Cash fee paid to Second Lien Lenders
+Added: Second Lien Notes consideration
+Added: Principal Second Lien Notes
+Added: Premium Second Lien Notes
+Added: Carrying value Second Lien Notes
+Added: Loss on extinguishment of Second Lien Notes
+Added: The debt exchanges for the Existing Term Loans were accounted for as modifications and resulted in expense of approximately $ 41.0 million for costs paid to third parties.
+Added: See Note 1—Basis of Presentation for additional information about the components of other expense (income) related to the Refinancing Transactions.
+Added: Exchangeable Notes
+Added: Carrying value (in millions) as of September 30, 2024:
+Added: Carrying Value
+Added: Carrying Value
+Added: at Issuance on
+Added: (Increase) Decrease to
+Added: July 22, 2024
+Added: Net Earnings (Loss)
+Added: September 30, 2024
+Added: Principal balance
+Added: Debt issuance costs
+Added: Derivative liability
+Added: Carrying value
+Added: On July 22, 2024, the Company issued $ 414.4 million aggregate principal amount of its Exchangeable Notes.
+Added: The Exchangeable Notes will bear interest at a rate of 6.00 % per annum, if paid in cash, and 8.00 % per annum, if paid in-kind by issuing the Exchangeable Notes (“PIK Notes”) having the same terms and conditions as the Exchangeable Notes (“PIK Interest”) in each case, payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2024.
+Added: The Exchangeable Notes will mature on April 30, 2030, unless redeemed or exchanged in full prior to such maturity date, pursuant to the terms contained in the Exchangeable Notes Indenture as further discussed below.
+Added: At any time prior to the close of business on the second Trading Day (as defined in the Exchangeable Notes Indenture) immediately preceding the final maturity date of the Exchangeable Notes, each holder of the Exchangeable
+Added: Notes shall have the right, at its option, to surrender for exchange all or a portion of its Exchangeable Notes at the Exchange Rate (as defined in the Exchangeable Notes Indenture) for Common Stock.
+Added: The Exchange Rate is initially set at 176.6379 shares of the Common Stock per $1,000 principal amount of Exchangeable Notes exchanged, which reflects a price of $ 5.66 per share Common Stock (“Exchange Price”), which price is equal to 113 % of the closing price per share of the Common Stock on July 19, 2024.
+Added: The Exchange Rate is subject to customary adjustments and anti-dilution protections (as provided in the Exchangeable Notes Indenture).
+Added: At any time prior to the close of business on the second Trading Day immediately preceding the final maturity date of the Exchangeable Notes, Muvico will also have the right, at its election, to redeem all (but not less than all) of the outstanding Exchangeable Notes at a price equal to the aggregate principal amount of the Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP (as defined in the Exchangeable Notes Indenture) per share of Common Stock exceeds 140 % of the Exchange Price for fifteen (15) consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such Exchangeable Notes for redemption (a “Soft Call Notice”).
+Added: Any such Soft Call Notice will provide that the applicable redemption of the Exchangeable Notes will occur on a business day of Muvico’s choosing, not more than ten (10) and not less than five (5) business days after the date of the Soft Call Notice.
+Added: Notwithstanding the foregoing, holders of Exchangeable Notes will be entitled within two (2) business days of such Soft Call Notice to submit their Exchangeable Notes for exchange under the terms of the Exchangeable Notes Indenture.
+Added: In the event that holders of Exchangeable Notes voluntarily elect to exchange their Exchangeable Notes, such holders will also be entitled to a make-whole premium (the “Exchange Adjustment Consideration”) equal to (i) prior to the third anniversary of the Issue Date, 18.0 % of the aggregate principal amount of the Exchangeable Notes being exchanged; (ii) on or after the third anniversary and prior to the fourth anniversary of the Issue Date, 12.0 % of the aggregate principal amount of the Exchangeable Notes being exchanged;
+Added: and (iii) on or after the fourth anniversary of the Issue Date and prior to the fifth anniversary, 6.0 % of the aggregate principal amount of the Exchangeable Notes being exchanged.
+Added: Muvico, at its option, will be entitled to pay the Exchange Adjustment Consideration in the form of shares of Common Stock (using a modified exchange price equal to 140 % of the Exchange Price), subject to restrictions under the New Credit Agreement, cash in twelve (12) equal installments over the twelve-month period following the applicable exchange or a combination thereof.
+Added: If certain corporate events that constitute a Fundamental Change (as defined in the Exchangeable Notes Indenture) occur, then holders will have the right to require Muvico to repurchase their Exchangeable Notes at a cash repurchase price equal to 100 % of the aggregate principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date (as defined in the Exchangeable Notes Indenture).
+Added: The definition of Fundamental Change includes certain business combination transactions involving the Company, stockholder approval of any plan or proposal for the liquidation or dissolution of the Company and certain de-listing events with respect to the Common Stock.
+Added: Muvico will also be required to mandatorily redeem all of the issued and outstanding Exchangeable Notes at a purchase price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase in the event that, as of ninety (90) days prior to the maturity date of the Company’s 7.50 % first lien secured notes due 2029 (the “Existing First Lien Notes”), the aggregate principal amount outstanding of the Existing First Lien Notes with a maturity date prior to April 30, 2030 exceeds $ 190,000,000 .
+Added: The Exchangeable Notes Indenture contains covenants that limit the Centertainment Group Parties’ (as defined below) ability to, among other things:
+Added: (i) incur additional indebtedness or guarantee indebtedness;
+Added: (ii) create liens;
+Added: (iii) declare or pay dividends, redeem stock or make other distributions to stockholders;
+Added: (iv) make investments;
+Added: (v) enter into transactions with its affiliates;
+Added: (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;
+Added: and (vii) impair the security interest in the collateral.
+Added: These covenants are subject to a number of limitations and exceptions.
+Added: The Exchangeable Notes Indenture also incorporates the other restrictive covenants contained in the New Term Loan Credit Agreement.
+Added: The Exchangeable 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 Exchangeable Notes to be due and payable immediately.
+Added: The Company analyzed the conversion option and Exchange Adjustment Consideration as one single conversion option (the “Conversion Option”).
+Added: The Company bifurcated the Conversion Option from the principal balance of the Exchangeable Notes as a derivative liability.
+Added: The Company bifurcated the Conversion Option as:
+Added: (i) the economic characteristics of a conversion option embedded in a debt instrument are not clearly and closely related to the economic
+Added: characteristics and risks of a debt host contract, as stated in ASC 815-15-25-51;
+Added: (ii) the host debt instrument is not remeasured at fair value but rather, the Exchangeable Notes are measured at amortized cost;
+Added: and (iii) the Conversion Option does not qualify for derivative scope exception under ASC 815-10-15-74(a).
+Added: The Conversion Option also includes a make-whole adjustment, the Exchange Adjustment Consideration.
+Added: The Exchange Adjustment Consideration (i.e., make-whole payment) does not meet the criteria for indexation under ASC 815-40-15-7C because the design of the feature does not meet the time-value scope exception and as a result is accounted for as a derivative.
+Added: The initial estimated fair value of the Exchangeable Notes of $ 293.6 million resulted in a discount to the principal balance of $ 120.8 million and is amortized to interest expense resulting in an effective rate of 13.42 % over the term of the Exchangeable Notes.
+Added: The Company also recorded deferred debt issuance costs of approximately $ 23.2 million related to the issuance of the Exchangeable Notes and will amortize those costs to interest expense following the effective interest method over the term of the Exchangeable Notes.
+Added: The Company recorded interest expense for the period from July 22, 2024 to September 30, 2024 of $ 7.9 million.
+Added: The derivative liability is remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations as other expense or income.
+Added: See Note 9–Fair Value Measurements for a discussion of the valuation methodologies.
+Added: The principal balance exceeded the if-converted value of the Exchangeable Notes (including the Exchange Adjustment Consideration paid in shares) by approximately $ 38.5 million as of September 30, 2024 based on the closing price per share of our common stock of $ 4.55 per share.
+Added: New Term Loans due 2029
+Added: The New Term Loan Credit Agreement provides for (i) the New Term Loans in an initial aggregate principal amount of $ 1,229,415,340 and (ii) the ability of the New Term Loan Borrowers to incur additional New Term Loans, the proceeds of which will be used in connection with future open market purchases of the Existing Term Loans.
+Added: The New Term Loans mature on January 4, 2029 (or, if at least $ 190,000,000 of the Existing First Lien Notes have not been repurchased (and cancelled), repaid or refinanced by October 5, 2028, then October 5, 2028).
+Added: The New Term Loans are subject to amortization of principal, payable in quarterly installments on the last business day of each fiscal quarter, commencing on September 30, 2024, equal to 1.00 % per annum.
+Added: The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the New Term Loans is payable at maturity.
+Added: The New Term Loans bear interest, at the option of the New Term Loan Borrowers, at rates equal to either (i) a base rate plus a margin of between 500 and 600 basis points depending on the total leverage ratio of the Company and its subsidiaries on a consolidated basis (the “Total Leverage Ratio”) or (ii) Term SOFR plus a margin of between 600 and 700 basis points depending on the Total Leverage Ratio.
+Added: Until the delivery under the New Term Loan Credit Agreement of the financial statements for the first full fiscal quarter ending after the Closing Date, the New Term Loans bear interest, at the option of the Company, at either (a) the base rate plus a margin of 600 basis points or (b) Term SOFR plus a margin of 700 basis points.
+Added: The New Term Loans are guaranteed, subject to limited exceptions, by Centertainment and Muvico and their future respective subsidiaries (collectively, the “Centertainment Group Parties”) and the Existing Guarantors, and are secured by liens on substantially all of the tangible and intangible assets owned by the Company and such guarantors, in each case, subject to limited exceptions set forth in the New Term Loan Credit Agreement.
+Added: The New Term Loan Credit Agreement contains covenants that limit the Company and its subsidiaries’ ability to, among other things:
+Added: (i) incur additional indebtedness or guarantee indebtedness;
+Added: (ii) create liens;
+Added: (iii) declare or pay dividends, redeem stock or make other distributions to stockholders;
+Added: (iv) make investments;
+Added: (v) enter into transactions with its affiliates;
+Added: (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;
+Added: and (vii) maintain cash in the accounts of the Company and its subsidiaries (other than the Centertainment Group Parties).
+Added: These covenants are subject to a number of limitations and exceptions.
+Added: The New Term Loan Credit Agreement 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 New Term Loans to become immediately due and payable.
+Added: Unamortized discounts and deferred charges related to the Existing Term Loans of $ 6.5 million and fees paid to Existing Term Loan lenders of $ 45.7 million were recorded as deferred charges related to the New Term Loans and the Company will amortize those costs to interest expense following the effective interest method over the term of the New Term Loans.
NOTE 7—STOCKHOLDERS’ DEFICIT
8 unchanged sentences
Share Issuances
−Removed: During the six months ended June 30, 2024, the Company raised gross proceeds of $ 250.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $ 6.3 million and $ 0.6 million, respectively, through its at-the-market offering of approximately 72.5 million shares of Common Stock.
−Removed: The Company paid $ 0.7 million of other third-party issuance costs during the six months ended June 30, 2024.
−Removed: During the six months ended June 30, 2023, the Company raised gross proceeds of approximately $ 114.5 million and paid fees to a sales agent and incurred other third-party issuance costs of approximately $ 2.9 million and $ 8.3 million, respectively, through its at-the-market offering of approximately 7.1 million shares of AMC Preferred Equity Units.
−Removed: The Company paid $ 11.0 million of other third-party issuance costs during the six months ended June 30, 2023.
+Added: During the nine months ended September 30, 2024, the Company raised gross proceeds of $ 250.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $ 6.3 million and $ 0.6 million, respectively, through its at-the-market offering of approximately 72.5 million shares of Common Stock.
+Added: The Company paid $ 0.7 million of other third-party issuance costs during the nine months ended September 30, 2024.
+Added: During the nine months ended September 30, 2023, the Company raised gross proceeds of approximately $ 325.5 million and paid fees to the sales agents and incurred third-party issuance costs of approximately $ 8.2 million and $ 0.5 million, respectively, through its at-the-market offering of 40.0 million shares of its Common Stock.
+Added: The Company paid $ 0.1 million of other third-party issuance costs during the nine months ended September 30, 2023.
+Added: During the nine months ended September 30, 2023, the Company raised gross proceeds of approximately $ 114.5 million and paid fees to a sales agent and incurred other third-party issuance costs of approximately $ 2.9 million and $ 8.7 million, respectively, through its at-the-market offering of 7.1 million shares of AMC Preferred Equity Units.
+Added: The Company paid $ 11.5 million of other third-party issuance costs during the nine months ended September 30, 2023.
Antara Transactions
−Removed: 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.
−Removed: 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.
+Added: 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 in exchange for 9,102,619 AMC Preferred Equity Units.
+Added: 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.
The Company recorded $ 193.7 million to stockholders’ deficit as a result of the transaction.
4 unchanged sentences
On August 25, 2023, all outstanding AMC Preferred Equity Units were converted to Common Stock.
−Removed: As of June 30, 2024, the Company has 50,000,000 authorized shares of preferred stock available for issuance.
+Added: As of September 30, 2024, the Company has 50,000,000 authorized shares of preferred stock available for issuance.
Stock-Based Compensation
1 unchanged sentence
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
+Added: September 30,
+Added: September 30,
+Added: September 30,
(In millions)
9 unchanged sentences
Total stock-based compensation expense
−Removed: As of June 30, 2024, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 23.4 million, which reflects assumptions related to attainment of performance targets based on the scales as described below.
+Added: As of September 30, 2024, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 19.6 million, which reflects assumptions related to attainment of performance targets based on the scales as described below.
The weighted average period over which this remaining compensation expense is expected to be recognized is approximately 1.1 years.
4 unchanged sentences
This was treated as a Type 3 modification (improbable-to-probable) which required the Company to recognize additional stock compensation expense based on the modification date fair values of the incremental PSUs.
−Removed: During the six months ended June 30, 2024, the Company recognized $ 2.1 million of stock compensation expense related to these awards.
+Added: During the nine months ended September 30, 2024, the Company recognized $ 2.1 million of stock compensation expense related to these awards.
On February 23, 2023, the Compensation Committee approved special awards in lieu of vesting of the 2022 Tranche Year PSU awards.
2 unchanged sentences
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.
−Removed: During the six months ended June 30, 2023, the Company recognized $ 20.2 million of stock compensation expense related to these awards.
+Added: During the nine months ended September 30, 2023, the Company recognized $ 20.2 million of stock compensation expense related to these awards.
Awards Granted in 2024
14 unchanged sentences
The Company granted 2,322,759 RSUs to certain members of management with a grant date fair value of $ 12.0 million.
−Removed: The Company records stock-based compensation expense on a straight-line recognition method over the requisite vesting period.
+Added: The Company records stock-based compensation expense on a straight-line recognition method over the requisite service period.
The RSUs vest over three years , with one-third vesting each year.
9 unchanged sentences
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.
−Removed: The equity classified 2024 PSU award grant date fair value for the 2024 Tranche Year award of 769,260 units was $ 4.0 million, the equity classified 2023 PSU award grant date fair value for the 2024 Tranche Year award of 105,357 units was $ 0.5 million and the equity classified 2022 PSU award grant date fair value for the 2024 Tranche Year award of 44,081 units was $ 0.2 million, measured using performance targets at 100 %.
+Added: The equity classified 2024 PSU award grant date fair value for the 2024 Tranche Year award of 774,202 units was approximately $ 4.0 million, the equity classified 2023 PSU award grant date fair value for the 2024 Tranche Year award of 105,357 units was $ 0.5 million and the equity classified 2022 PSU award grant date fair value for the 2024 Tranche Year award of 44,081 units was $ 0.2 million, measured using performance targets at 100 %.
Liability Classified Awards
3 unchanged sentences
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.
−Removed: As of June 30, 2024, there were 58,101 nonvested underlying Common Stock RSUs and PSUs related to awards classified as liabilities.
−Removed: There are 43,524 nonvested underlying Common Stock RSUs and PSUs (2024 Tranche Year) that are currently classified as liabilities and 14,577 nonvested underlying Common Stock PSUs (2025 Tranche Year) which have not been granted for accounting purposes as the performance targets for the 2025 PSU Tranche Years have yet to be established.
−Removed: The following table represents the equity classified nonvested RSU and PSU activity for the six months ended June 30, 2024:
+Added: As of September 30, 2024, there were 65,676 nonvested underlying Common Stock RSUs and PSUs (after giving effect to estimated attainment levels of 148 %/ 158 % for Adjusted EBITDA and free cash flow PSUs, respectively) related to awards classified as liabilities.
+Added: There are 51,099 nonvested underlying Common Stock RSUs and PSUs (2024 Tranche Year measured using 148 %/ 158 % for Adjusted EBITDA and free cash flow PSUs, respectively) that are currently classified as liabilities and 14,577 nonvested underlying Common Stock PSUs (2025 Tranche Year) which have not been granted for accounting purposes as the performance targets for the 2025 PSU Tranche Years have yet to be established.
+Added: The following table represents the equity classified nonvested RSU and PSU activity for the nine months ended September 30, 2024:
RSUs and PSUs (3)
4 unchanged sentences
Cancelled - Special Award (2)
−Removed: Nonvested at June 30, 2024
−Removed: Tranche Year 2025 awarded under the 2023 PSU award with grant date fair values to be determined in year 2025
−Removed: Total Nonvested at June 30, 2024
+Added: Nonvested at September 30, 2024
+Added: Tranche Years 2025 and 2026 awarded under the 2024 PSU award and Tranche Year 2025 awarded under the 2023 PSU award with grant date fair values to be determined in year 2025 and 2026, respectively
+Added: Total Nonvested at September 30, 2024
(1) The number of PSU shares granted under the Tranche Year 2024 assumes the Company will attain a performance target at 148 % for the Adjusted EBITDA target and 158 % for the free cash flow target.
(2) Represents vested RSUs and PSUs surrendered in lieu of taxes.
−Removed: As a result, the Company paid taxes for restricted unit withholdings of approximately $ 2.2 million during the six months ended June 30, 2024.
+Added: As a result, the Company paid taxes for restricted unit withholdings of approximately $ 2.2 million during the nine months ended September 30, 2024.
(3) Includes AMC Preferred Equity Unit RSUs and PSUs that were converted to Common Stock RSUs and PSUs.
Condensed Consolidated Statements of Stockholders’ Deficit
−Removed: For the Six Months Ended June 30, 2024
+Added: For the Nine Months Ended September 30, 2024
Comprehensive
13 unchanged sentences
Balances June 30, 2024
−Removed: (1) Vested Common Stock RSUs and PSUs.
+Added: Other comprehensive income
+Added: Debt for equity exchange
+Added: Stock-based compensation (1)
+Added: Balances September 30, 2024
+Added: (1) Includes 202,392 Common Stock shares awarded to the Board of Directors, and 489,342 vested Common Stock RSUs and PSUs.
Condensed Consolidated Statements of Stockholders’ Deficit
−Removed: For the Six Months Ended June 30, 2023
+Added: For the Nine Months Ended September 30, 2023
Preferred Stock
20 unchanged sentences
Balances June 30, 2023
+Added: Other comprehensive income
+Added: AMC Preferred Equity Unit conversion
+Added: ( 9,954,065 )
+Added: ( 99,540,642 )
+Added: Settlement payment
+Added: Share issuance
+Added: Stock-based compensation
+Added: Balances September 30, 2023
(1) 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 vested AMC Preferred Equity Units RSUs and PSUs.
3 unchanged sentences
The Company’s worldwide effective income tax rate is based on actual income (loss), statutory rates, valuation allowances against deferred tax assets and tax planning opportunities available in the various jurisdictions in which it operates.
−Removed: The Company is using a discrete income tax calculation for the six months ended June 30, 2024, due to the lingering effects of the COVID-19 pandemic and recent labor stoppages on the industry.
+Added: The Company is using a discrete income tax calculation for the nine months ended September 30, 2024, due to the lingering effects of the COVID-19 pandemic and recent labor stoppages on the industry.
Historically, for interim financial reporting, the Company estimated the worldwide annual income tax rate based on projected taxable income (loss) for the full year and recorded a quarterly income tax provision or benefit in accordance with the anticipated annual rate, adjusted for discrete items, if any.
10 unchanged sentences
deferred tax assets and most of the Company’s international deferred tax assets as the Company has determined the realization of these assets does not meet the more likely than not criteria.
−Removed: The effective tax rate for the six months ended June 30, 2024, reflects the impact of these valuation allowances against U.S.
+Added: The effective tax rate for the nine months ended September 30, 2024, reflects the impact of these valuation allowances against U.S.
and international deferred tax assets generated during the period.
−Removed: The actual effective rate for the six months ended June 30, 2024, was ( 1.3 )%.
−Removed: The Company’s consolidated tax rate for the six months ended June 30, 2024, differs from the U.S.
+Added: The actual effective rate for the nine months ended September 30, 2024, was ( 0.6 )%.
+Added: The Company’s consolidated tax rate for the nine months ended September 30, 2024, differs from the U.S.
statutory tax rate primarily due to the valuation allowances in U.S.
9 unchanged sentences
Recurring Fair Value Measurements.
−Removed: The following table summarizes the fair value hierarchy of the Company’s financial assets carried at fair value on a recurring basis as of June 30, 2024:
−Removed: Fair Value Measurements at June 30, 2024 Using
+Added: The following table summarizes the fair value hierarchy of the Company’s financial assets and liabilities carried at fair value on a recurring basis as of September 30, 2024:
+Added: Fair Value Measurements at September 30, 2024 Using
Total Carrying
4 unchanged sentences
(In millions)
−Removed: June 30, 2024
+Added: September 30, 2024
Other long-term assets:
3 unchanged sentences
Total assets at fair value
+Added: Corporate Borrowings:
+Added: Derivative liability
+Added: Total liabilities at fair value
+Added: Derivative liability valuation.
+Added: On July 22, 2024, the Company issued Exchangeable Notes with conversion features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.
+Added: These conversion features were combined into a single derivative that comprises all features requiring bifurcation, see Note 6—Corporate Borrowings and Finance Lease Liabilities for further information.
+Added: The derivative features have been valued using a Binomial Lattice approach.
+Added: The Binomial Lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the Exchangeable Notes.
+Added: The significant inputs used to value the derivative include the initial share price of the Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and the discount yield.
+Added: The estimated fair value of the derivative liability on July 22, 2024 was $ 233.4 million.
+Added: The Company measures the derivative at fair value at the end of each reporting period with any changes in fair value recorded to other expense (income) in the condensed consolidated statements of operations.
+Added: Nonrecurring Fair Value Measurements.
+Added: The following fair value hierarchy table is presented for nonrecurring fair value measurements of the bond component of the Company’s Exchangeable Notes:
+Added: Fair Value Measurements at July 22, 2024 Using
+Added: Significant other
+Added: Total Carrying
+Added: Quoted prices in
+Added: active market
+Added: (In millions)
+Added: July 22, 2024
+Added: Corporate Borrowings:
+Added: Exchangeable Notes
+Added: Valuation Technique.
+Added: The bond component of the Exchangeable Notes issued on July 22, 2024 was recorded at fair value.
+Added: The Company estimated the fair value using a discounted cash flow analysis utilizing a discount yield based on the risk-free rate plus an assumed credit spread built using observable recovery rates of similarly secured debt.
+Added: See Note 6 — Corporate Borrowings and Finance Lease Liabilities for further information.
Other Fair Value Measurement Disclosures.
The Company is required to disclose the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value:
−Removed: Fair Value Measurements at June 30, 2024 Using
+Added: Fair Value Measurements at September 30, 2024 Using
Significant other
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(In millions)
−Removed: June 30, 2024
+Added: September 30, 2024
Current maturities of corporate borrowings
3 unchanged sentences
The Company valued these notes at principal value less an estimated discount reflecting a market yield to maturity.
+Added: The Level 3 fair value measurement represents the transaction price of the corporate borrowings under market conditions.
See Note 6 — Corporate Borrowings and Finance Lease Liabilities for further information.
1 unchanged sentence
NOTE 10—OPERATING SEGMENTS
−Removed: The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance.
+Added: The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way the chief operating decision maker organizes segments within a company for making operating decisions and evaluating performance.
The Company has identified two reportable segments and reporting units for its theatrical exhibition operations, U.S.
5 unchanged sentences
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.
+Added: During the three months ended September 30, 2024, the Company changed the definition of Adjusted EBITDA to no longer further adjust for “cash distributions from non-consolidated entities” and “other non-cash rent benefit.” All comparative period information for Adjusted EBITDA has been re-cast to conform with the current definition.
The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.
1 unchanged sentence
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
Revenues (In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
International markets
1 unchanged sentence
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
Adjusted EBITDA (In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
International markets
1 unchanged sentence
(1) The Company presents Adjusted EBITDA as a supplemental measure of its performance.
−Removed: The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets and any cash distributions of earnings from its other equity method investees.
+Added: The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in International markets.
The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is broadly consistent with how Adjusted EBITDA is defined in the Company’s debt indentures.
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
Capital Expenditures (In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
International markets
1 unchanged sentence
Long-term assets, net (In millions)
−Removed: June 30, 2024
+Added: September 30, 2024
December 31, 2023
2 unchanged sentences
(1) Long-term assets are comprised of property, net, operating lease right-of-use assets, intangible assets, goodwill, deferred tax assets, net and other long-term assets.
−Removed: The following table sets forth a reconciliation of net loss to Adjusted EBITDA:
+Added: The following table sets forth a reconciliation of net earnings (loss) to Adjusted EBITDA:
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Net earnings (loss)
−Removed: Income tax provision (1)
+Added: Income tax provision (benefit) (1)
Interest expense
2 unchanged sentences
Equity in earnings of non-consolidated entities (3)
−Removed: Cash distributions from non-consolidated entities (3)
Attributable EBITDA (4)
−Removed: Investment expense (income) (5)
−Removed: Other expense (income) (6)
−Removed: Other non-cash rent benefit (7)
+Added: Investment income (5)
+Added: Other income (6)
General and administrative — unallocated:
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The Company has excluded these items as they are non-cash in nature or are non-operating in nature.
−Removed: (3) Includes U.S.
−Removed: non-theatre distributions from equity method investments and International non- theatre distributions from equity method investments to the extent received.
−Removed: The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to the Company’s operations.
+Added: (3) Equity in earnings of non-consolidated entities during the three months ended September 30, 2024 primarily consisted of equity in earnings from AC JV of $( 4.3 ) million.
+Added: Equity in earnings of non-consolidated entities during the three months ended September 30, 2023 primarily consisted of equity in earnings from AC JV of $( 1.5 ) million.
+Added: Equity in earnings of non-consolidated entities during the nine months ended September 30, 2024 primarily
+Added: consisted of equity in earnings from AC JV of $( 9.5 ) million.
+Added: Equity in earnings of non-consolidated entities during the nine months ended September 30, 2023 primarily consisted of equity in earnings from AC JV of $( 3.4 ) million.
(4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets.
3 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Equity in (earnings) of non-consolidated entities
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures
−Removed: Equity in (loss) of International theatre joint ventures
−Removed: Income tax benefit
−Removed: Investment expense
+Added: Equity in earnings (loss) of International theatre joint ventures
+Added: Income tax provision (benefit)
+Added: Investment income
Interest expense
Depreciation and amortization
+Added: Other expense
Attributable EBITDA
−Removed: (5) Investment expense (income) during the three months ended June 30, 2024 includes appreciation in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.4 ) million, appreciation in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $( 0.3 ) million and interest income of $( 5.4 ) million.
−Removed: Investment expense (income) during the three months ended June 30, 2023 included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $ 3.2 million, deterioration in estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft of $ 2.3 million, and interest income of $( 2.5 ) million.
−Removed: Investment expense (income) during the six months ended June 30, 2024 includes deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $ 0.1 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 0.2 million, and interest income of $( 11.5 ) million.
−Removed: Investment expense (income) during the six months ended June 30, 2023 included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $ 5.5 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 4.6 million, $( 15.5 ) million gain on the sale of the Company’s investment in Saudi Cinema Company, LLC and interest income of $( 4.8 ) million.
−Removed: (6) Other expense (income) during the three months ended June 30, 2024 includes shareholder litigation recoveries of $ ( 19.1 ) million, foreign currency transaction gains of $( 0.6 ) million and gains on debt extinguishment of $( 85.3 ) million.
−Removed: Other expense (income) during the three months ended June 30, 2023 included a non-cash litigation contingency adjustment of $( 1.2 ) million, foreign currency transaction gains of $( 7.5 ) million, and gains on debt extinguishment of $( 21.6 ) million.
−Removed: Other expense (income) during the six months ended June 30, 2024 includes shareholder litigation recoveries of $( 19.1 ) million, gains on debt extinguishment of $( 91.1 ) million, a vendor dispute settlement of $( 36.2 ) million, and foreign currency transaction losses of $ 2.6 million.
−Removed: Other expense (income) during the six months ended June 30, 2023 included a non-cash litigation contingency charge of $ 115.4 million, partially offset by gains on debt extinguishment of $( 86.7 ) million and foreign currency transaction gains of $( 16.2 ) million.
−Removed: (7) Reflects amortization expense for 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.
+Added: (5) Investment income during the three months ended September 30, 2024 includes appreciation in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.3 ) million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 1.7 million and interest income of $( 4.6 ) million.
+Added: Investment expense (income) during the three months ended September 30, 2023 included appreciation in estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.1 ) million, deterioration in estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft of $ 0.8 million, and interest income of $( 3.7 ) million.
+Added: Investment expense (income) during the nine months ended September 30, 2024 includes appreciation in estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.2 ) million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 1.9 million, and interest income of $( 16.1 ) million.
+Added: Investment expense (income) during the nine months ended September 30, 2023 included deterioration in estimated fair value of the Company’s investment in common shares of Hycroft of $ 5.4 million, deterioration in estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 5.4 million, $ 1.8 million of expense for NCM Common Units, $( 15.5 ) million gain on the sale of the Company’s investment in Saudi Cinema Company, LLC and interest income of $( 8.5 ) million.
+Added: (6) Other income during the three months ended September 30, 2024 includes shareholder litigation recoveries of $( 14.9 ) million, foreign currency transaction gains of $( 21.5 ) million, losses on debt extinguishment of $ 50.8 million, term loan modification third party fees of $ 41.0 million, and a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $( 73.5 ) million.
+Added: Other expense (income) during the three months ended September 30, 2023 included a non-cash litigation contingency adjustment of $( 16.1 ) million, foreign currency transaction losses of $ 12.8 million, and gains on debt extinguishment of $( 10.8 ) million.
+Added: Other expense (income) during the nine months ended September 30, 2024 includes shareholder litigation recoveries of $( 34.0 ) million, gains on debt extinguishment of $( 40.3 ) million, term loan modification third party fees of $ 41.0 million, a vendor dispute settlement of $( 36.2 ) million, foreign currency transaction gains
+Added: of $( 18.9 ) million and a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $( 73.5 ) million.
+Added: Other expense (income) during the nine months ended September 30, 2023 included a non-cash litigation contingency charge of $ 99.3 million, partially offset by gains on debt extinguishment of $( 97.5 ) million and foreign currency transaction gains of $( 3.2 ) million.
(7) Merger, acquisition and other costs are excluded as they are non-operating in nature.
8 unchanged sentences
If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.
+Added: An unfavorable outcome could also have a material adverse effect on our financial position or the market prices of our securities, including our Common Stock.
On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v.
8 unchanged sentences
On January 6, 2023, the remainder of the Settlement Amount of $ 14.0 million was paid to the Company.
−Removed: The Company recorded the settlement as a gain in other income during the six months ended June 30, 2023.
+Added: The Company recorded the settlement as a gain in other income during the nine months ended September 30, 2023.
On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery, captioned Allegheny County Employees’ Retirement System v.
9 unchanged sentences
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.
−Removed: § 242 against those directors and the Company, arising out of the Company’s creation of the AMC Preferred Equity Units, the Antara Transactions, and the Charter Amendments.
+Added: § 242 against those directors and the Company, arising out of the Company’s creation of the AMC Preferred Equity Units, the transactions between the Company and Antara that the Company announced on December 22, 2022 (the “Antara Transactions”), and certain amendments to the Company’s Third Amended and Restated Certificate of Incorporation to increase the Company’s total number of authorized shares of Common Stock and to effectuate a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock (together, the “Charter Amendments”).
The Munoz Action, which was filed by stockholders who had previously made demands to inspect certain of the Company’s books and records pursuant to 8 Del.
1 unchanged sentence
The Allegheny Action sought a declaration that the issuance of the AMC Preferred Equity Units violated 8 Del.
−Removed: § 242(b), an order that holders of the Company’s Common Stock be provided with a separate vote from the holders of the AMC Preferred Equity Units on the Charter Amendments or that the AMC Preferred Equity Units be enjoined from voting on the Charter Amendments, and an award of money damages.
+Added: § 242(b), an order that holders of the Company’s Common Stock be provided with a
+Added: separate vote from the holders of the AMC Preferred Equity Units on the Charter Amendments or that the AMC Preferred Equity Units be enjoined from voting on the Charter Amendments, and an award of money damages.
The Munoz Action sought to enjoin the AMC Preferred Equity Units from voting on the Charter Amendments.
1 unchanged sentence
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.
−Removed: 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.
+Added: 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 “Settlement Payment”).
The Company’s obligation to make the Settlement Payment was contingent on the Status Quo Order being lifted and the Company effecting the Charter Amendments.
12 unchanged sentences
On May 22, 2024, the Delaware Supreme Court affirmed the Court’s decision approving the settlement of the Shareholder Litigation.
−Removed: In connection with the Shareholder Litigation, the Company recorded a $ 125.4 million charge to other expense during the six months ended June 30, 2023.
−Removed: The charge was based on an estimated fair value for the Settlement Payment of $ 115.4 million and estimated legal fees, net of probable insurance recoveries of $ 10.0 million as of June 30, 2023.
+Added: On August 20, 2024, the appellant stockholder filed a petition for a writ of certiorari with the United States Supreme Court, which was denied on October 7, 2024.
+Added: In connection with the Shareholder Litigation, the Company recorded a $ 110.1 million charge to other expense during the nine months ended September 30, 2023.
+Added: The charge was based on the fair value for the Settlement Payment of $ 99.3 million and legal fees, net of probable insurance recoveries of $ 10.8 million as of September 30, 2023.
The Company made the Settlement Payment on August 28, 2023, and recorded the disbursement to stockholders’ deficit.
−Removed: The final value of the Settlement Payment was $ 99.3 million.
On August 14, 2023, a putative class action on behalf of APE holders, captioned Simons v.
1 unchanged sentence
2023-0835-MTZ (the “Simons Action”), was filed against the Company in the Delaware Court of Chancery.
−Removed: 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 governed the AMC Preferred Equity Units prior to the conversion of the AMC Preferred Equity Units into Common Stock.
+Added: The Simons Action asserted claims for a declaratory judgment, injunctive relief, and breach of contract, and alleged that the Settlement Payment in the Shareholder Litigation violates the Certificate of Designations that governed the AMC Preferred Equity Units prior to the conversion of the AMC Preferred Equity Units into Common Stock.
On September 12, 2023, the Company filed a motion to dismiss the complaint.
1 unchanged sentence
On February 16, 2024, the Company filed a motion to dismiss the amended complaint.
−Removed: The motion to dismiss is scheduled for oral argument on October 2, 2024.
+Added: On October 2, 2024, the court granted the Company’s motion, dismissing the amended complaint with prejudice.
+Added: On October 30, 2024, the plaintiff filed a notice of appeal with the Delaware Supreme Court.
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.
22 unchanged sentences
Ch.) (the “Miller Action”), was filed against the Company and two of its officers in the Delaware Court of Chancery.
−Removed: Plaintiffs in the Miller Action seek to inspect certain of the Company’s books and records pursuant to 8 Del.
+Added: Plaintiffs in the Miller Action sought 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.
4 unchanged sentences
The Company is party to the suit in name only, which was brought for the benefit of the Company.
−Removed: The Company received $ 2.6 million in connection with this action during the three and six months ended June 30, 2024.
+Added: The Company received $ 2.6 million in connection with this action during the nine months ended September 30, 2024.
+Added: On September 17, 2024, an action captioned A Holdings – B LLC, et al.
+Added: GLAS Trust Company LLC , Index No.
+Added: 654878/2024 (the “Noteholder Action”), was filed in the Supreme Court of the State of New York.
+Added: The Noteholder Action was filed by an ad hoc group of holders of the Company’s Existing First Lien Notes asserting claims for breach of contract and seeking a declaratory judgment against the Company and GLAS Trust Company LLC (“GLAS”), the trustee under the indenture for the Company’s Second Lien Notes, in connection with the Refinancing Transactions announced by AMC on July 22, 2024.
+Added: Plaintiffs allege that GLAS and the Company breached the first lien/second lien intercreditor agreement dated July 31, 2020 (the “Intercreditor Agreement”) by improperly transferring collateral that secured the Existing First Lien Notes free of such liens and eliminating the Existing First Lien Notes’ priority in certain other collateral in connection with the Refinancing Transactions.
+Added: An unfavorable outcome, in which it is determined that the Company breached, as claimed, the Intercreditor Agreement, would permit note holders to claim an event of default occurred under the indenture governing the Existing First Lien Notes and, subject to any conditions in the indenture, permit note holders to accelerate the Existing First Lien Notes, which could in turn result in the acceleration of the Company’s other outstanding debt.
+Added: Such an event would thereby have a material adverse effect on our business, financial condition and results of operations and on the market prices of our securities, including our Common Stock.
+Added: We intend to vigorously defend against any claims made in the Noteholder Action.
NOTE 12—EARNINGS (LOSS) PER SHARE
−Removed: 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.
−Removed: 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.
−Removed: The reverse stock split did not impact the number of AMC Preferred Equity Units outstanding.
−Removed: 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.
−Removed: Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the accompanying condensed consolidated financial statements and applicable disclosures for periods prior to August 24, 2023, have been retroactively adjusted to reflect the reverse stock split.
−Removed: References made to AMC Preferred Equity Units have also been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent Common Stock shares.
Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding.
−Removed: Diluted earnings (loss) per share includes the effects of unvested RSUs with a service condition only and unvested contingently issuable PSUs that have service and performance conditions, if dilutive.
+Added: Diluted earnings (loss) per share includes the effects of unvested RSUs with a service condition only, unvested contingently issuable PSUs that have service and performance conditions, and shares issuable upon conversion of the Exchangeable Notes, if dilutive.
+Added: Diluted earnings per share is computed using the treasury stock method for the RSUs and PSUs and the if-converted method for the Exchangeable Notes.
The following table sets forth the computation of basic and diluted earnings (loss) per common share:
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
(In millions)
−Removed: June 30, 2024
−Removed: June 30, 2023
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
+Added: September 30, 2024
+Added: September 30, 2023
Net earnings (loss) for basic and diluted earnings (loss) per share
6 unchanged sentences
Vested RSUs and PSUs have dividend rights identical to the Company’s Common Stock and are treated as outstanding shares for purposes of computing basic and diluted earnings (loss) per share.
−Removed: Unvested RSUs of 2,579,669 for each of the three and six months ended June 30, 2024 were not included in the computation of diluted earnings (loss) per share because they would be anti-dilutive.
−Removed: Unvested RSUs of 491,439 and 531,957 for the three and six months ended June 30, 2023, respectively, were not included in the computation of diluted earnings (loss) per share because they would be anti-dilutive.
+Added: Unvested RSUs of 2,594,497 for each of the three and nine months ended September 30, 2024 were not included in the computation of diluted earnings (loss) per share because they would be anti-dilutive.
+Added: Unvested RSUs of 467,353 and 548,419 for the three and nine months ended September 30, 2023, respectively, were not included in the computation of diluted earnings (loss) per share because they would be anti-dilutive.
Unvested PSUs are subject to performance conditions and are included in diluted earnings (loss) per share, if dilutive, based on the number of shares, if any, that would be issuable under the terms of the award agreements if the end of the reporting period were the end of the contingency period.
−Removed: Unvested PSUs of 918,340 for each of the three and six months ended June 30, 2024 were not included in the computation of diluted earnings (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.
−Removed: Unvested PSUs of 292,904 and 297,823 at certain performance targets for the three and six months ended June 30, 2023, respectively, 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.
+Added: Unvested PSUs of 1,403,682 for each of the three and nine months ended September 30, 2024 were not included in the computation of diluted earnings (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.
+Added: Unvested PSUs of 192,052 and 294,251 at certain performance targets for the three and nine months ended September 30, 2023, respectively, 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.
+Added: The Company has excluded approximately 82.6 million shares issuable upon conversion of the Exchangeable Notes and related Exchange Adjustment Consideration from the computation of diluted earnings (loss) per share for the three and nine months ended September 30, 2024, respectively, because they would be anti-dilutive.
NOTE 13 —SUBSEQUENT EVENTS
−Removed: Debt Refinancing.
−Removed: On July 22, 2024 (the “Closing Date”), the Company completed a series of refinancing transactions with two creditor groups to refinance and extend to 2029 and 2030 the maturities of approximately $ 1.6 billion of the Company’s debt previously maturing in 2026 (collectively, the “Debt Refinancing”).
−Removed: These arrangements provide for the potential additional refinancing of up to approximately $ 800 million of debt maturing in 2026 or earlier.
−Removed: In connection with the Debt Refinancing:
−Removed: ● The Company and Muvico, LLC, a newly formed indirect wholly-owned subsidiary of the Company (“Muvico”), entered into that certain Credit Agreement (the “New Term Loan Credit Agreement”), by and among the Company and Muvico, each, as a borrower (collectively, the “New Term Loan Borrowers”), the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent pursuant to which the Company and Muvico jointly and severally borrowed $ 1.2 billion of new term loans maturing in 2029 (the “New Term Loans”).
−Removed: ● The New Term Loans were (i) used as consideration for the open market purchase of $ 1.1 billion of the Company’s existing senior secured term loans maturing in 2026 (the “Existing Term Loans”) and (ii) exchanged for $ 104.2 million of the Company’s 10 % / 12 % Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes”).
−Removed: Under the terms of the New Term Loan Credit Agreement, lenders of the remaining Existing Term Loans will be entitled to exchange their remaining Existing Term Loans for the New Term Loans subject to certain terms and conditions.
−Removed: ● Muvico also completed a private offering for cash of $ 414.4 million aggregate principal amount of 6.00 % / 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 (the “Exchangeable
−Removed: Notes”), which are guaranteed by the Company, the existing guarantors under the Existing Term Loans, and the Existing First Lien Notes (as defined herein) (the “Existing Guarantors”) and Centertainment (as defined below) and which are exchangeable into the Company’s Common Stock on the terms described herein.
−Removed: ● Muvico used the proceeds from the offering of the Exchangeable Notes to repurchase $ 414.4 million aggregate principal amount of the Second Lien Notes.
−Removed: Muvico is entitled to issue up to an additional $ 50.0 million of the Exchangeable Notes (the “Additional Exchangeable Notes”), the proceeds of which must be used to repurchase other outstanding debt due in 2025, 2026, and 2027.
−Removed: In connection with the formation of Muvico, among other things, the Company and certain of its subsidiaries (collectively, “AMC”) transferred certain leases, owned real property and related assets and rights in respect of 175 theatres to Muvico, along with certain intellectual property, including the AMC brand name, pursuant to an asset transfer agreement.
−Removed: In connection with the foregoing, the Company and Muvico (i) entered into a management services agreement, pursuant to which Muvico engaged AMC to manage and operate the transferred theatres and (ii) Muvico granted AMC a license to use the transferred intellectual property.
−Removed: Muvico is a direct subsidiary of Centertainment Development, LLC (“Centertainment”).
−Removed: Each of Muvico and Centertainment is an “unrestricted subsidiary” under the Existing Term Loans and the Existing First Lien Notes and therefore not subject to various restrictive covenants under the covenants governing such indebtedness.
−Removed: On August 1, 2024, the Company completed follow-on open market repurchases of the Company’s Existing Term Loans, and in exchange, issued to such selling holders the Company’s New Term Loans pursuant to the New Term Loan Credit Agreement, by and among the Company and Muvico, LLC as co-borrowers, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent.
−Removed: As of August 1, 2024, the Company completed open market purchase of $ 1,864.0 million aggregate principal amount of its Existing Term Loans and issued $ 1,993.3 million aggregate principal amount of the New Term Loans.
−Removed: Accordingly, as of such date, the Company had approximately $ 31.0 million aggregate principal amount of Existing Term Loans outstanding.
−Removed: No Additional Exchangeable Notes have been issued as of the date of this filing.
−Removed: The following sections provide summaries of the key terms and provisions of the Existing Credit Agreement Amendment (as defined herein), the New Term Loans, and the Exchangeable Notes.
−Removed: Existing Credit Agreement Amendment
−Removed: On the Closing Date, the Company entered into that certain Fourteenth Amendment to Credit Agreement (the “Existing Credit Agreement Amendment”), by and among the Company, the Existing Guarantors, the lenders party thereto (which constituted the “Required Lenders” as defined in the Existing Credit Agreement referred to below, the “Specified Existing Lenders”) and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent, which amends the credit agreement governing the Existing Term Loans (as amended through the Thirteenth Amendment to Credit Agreement, dated as of June 23, 2023, the “Existing Credit Agreement”).
−Removed: Pursuant to the Existing Credit Agreement Amendment, certain provisions of the Existing Credit Agreement, including certain affirmative covenants, negative covenants and events of default were removed with the consent of the Specified Existing Lenders.
−Removed: In addition, the Specified Existing Lenders consented to all of the transactions described herein and consented to, and directed Wilmington Savings Fund Society, FSB, as collateral agent in respect of the Existing Term Loans, to enter into the Credit Facilities Intercreditor Agreement (as defined below).
−Removed: New Term Loan Credit Agreement
−Removed: Amortization, Interest, Guarantees and Security
−Removed: The New Term Loan Credit Agreement provides for (i) the New Term Loans in an initial aggregate principal amount of $ 1,229,415,340 and (ii) the ability of the New Term Loan Borrowers to incur additional New Term Loans, the proceeds of which will be used in connection with future open market purchases of the Existing Term Loans.
−Removed: The New Term Loans mature on January 4, 2029 (or, if at least $ 190,000,000 of the Existing First Lien Notes have not been repurchased (and cancelled), repaid or refinanced by October 5, 2028, then October 5, 2028).
−Removed: The New Term Loans are subject to amortization of principal, payable in quarterly installments on the last business day of each
−Removed: fiscal quarter, commencing on September 30, 2024, equal to 1.00 % per annum.
−Removed: The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the New Term Loans is payable at maturity.
−Removed: The New Term Loans bear interest, at the option of the New Term Loan Borrowers, at rates equal to either (i) a base rate plus a margin of between 500 and 600 basis points depending on the total leverage ratio of the Company and its subsidiaries on a consolidated basis (the “Total Leverage Ratio”) or (ii) Term SOFR plus a margin of between 600 and 700 basis points depending on the Total Leverage Ratio.
−Removed: Until the delivery under the New Term Loan Credit Agreement of the financial statements for the first full fiscal quarter ending after the Closing Date, the New Term Loans bear interest, at the option of the Company, at either (a) the base rate plus a margin of 600 basis points or (b) Term SOFR plus a margin of 700 basis points.
−Removed: The New Term Loans are guaranteed, subject to limited exceptions, by Centertainment and Muvico and their future respective subsidiaries (collectively, the “Centertainment Group Parties”) and the Existing Guarantors, and are secured by liens on substantially all of the tangible and intangible assets owned by the Company and such guarantors, in each case, subject to limited exceptions set forth in the New Term Loan Credit Agreement.
−Removed: Covenants and Events of Default
−Removed: The New Term Loan Credit Agreement contains covenants that limit the Company and its subsidiaries’ ability to, among other things:
−Removed: (i) incur additional indebtedness or guarantee indebtedness;
−Removed: (ii) create liens;
−Removed: (iii) declare or pay dividends, redeem stock or make other distributions to stockholders;
−Removed: (iv) make investments;
−Removed: (v) enter into transactions with its affiliates;
−Removed: (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;
−Removed: and (vii) maintain cash in the accounts of the Company and its subsidiaries (other than the Centertainment Group Parties).
−Removed: These covenants are subject to a number of important limitations and exceptions.
−Removed: The New Term Loan Credit Agreement 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 New Term Loans to become immediately due and payable.
−Removed: Exchangeable Notes Indenture
−Removed: Interest, Guarantees and Security
−Removed: The Exchangeable Notes were issued pursuant to an indenture (the “Exchangeable Notes Indenture”) dated as of the Closing Date, by and among Muvico, Centertainment, the Company, the Existing Guarantors and GLAS Trust Company LLC, as trustee and as collateral agent.
−Removed: The Exchangeable Notes will bear interest at a rate of 6.00 % per annum, if paid in cash, and 8.00 % per annum, if paid in-kind by issuing the Exchangeable Notes (“PIK Notes”) having the same terms and conditions as the Exchangeable Notes in each case, payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2024.
−Removed: The Exchangeable Notes will mature on April 30, 2030, unless redeemed or exchanged in full prior to such maturity date, pursuant to the terms contained in the Exchangeable Notes Indenture.
−Removed: Muvico’s obligations under the Exchangeable Notes are fully and unconditionally guaranteed on a joint and several basis by the Company, Centertainment and its future subsidiaries (subject to certain exceptions), and all of the Company’s existing and future subsidiaries that guarantee the Company’s other indebtedness, including under the New Term Loan Credit Agreement.
−Removed: The Exchangeable Notes are secured (a) on a second lien priority basis by substantially all of the tangible and intangible assets of the Centertainment Group Parties and (b) on a first lien priority basis (but subject to a limitation on the amount of obligations so secured) by substantially all of the tangible and intangible assets of the Company and the Existing Guarantors, subject to certain turnover obligations relative to the New Term Loans.
−Removed: Exchange Mechanics;
−Removed: Fundamental Change;
−Removed: At any time prior to the close of business on the second Trading Day (as defined in the Exchangeable Notes Indenture) immediately preceding the final maturity date of the Exchangeable Notes, each holder of the Exchangeable Notes shall have the right, at its option, to surrender for exchange all or a portion of its Exchangeable Notes at the Exchange Rate (as defined in the Exchangeable Notes Indenture) for Common Stock of the Company.
−Removed: The Exchange Rate is initially set at 176.6379 shares of the Common Stock per $1,000 principal amount of the Exchangeable Notes exchanged, which reflects a price of $ 5.66 per share Common Stock (“Exchange Price”), which price is equal to 113 % of the closing price per share of the Common Stock on July 19, 2024.
−Removed: The Exchange Rate is subject to customary adjustments and anti-dilution protections (as provided in the Exchangeable Notes Indenture).
−Removed: At any time prior to the close of business on the second Trading Day immediately preceding the final maturity date of the Exchangeable Notes, Muvico will also have the right, at its election, to redeem all (but not less than all) of the outstanding Exchangeable Notes at a price equal to the aggregate principal amount of the Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP (as defined in the Exchangeable Notes Indenture) per share of Common Stock exceeds 140 % of the Exchange Price for fifteen (15) consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such Exchangeable Notes for redemption (a “Soft Call Notice”).
−Removed: Any such Soft Call Notice will provide that the applicable redemption of the Exchangeable Notes will occur on a business day of Muvico’s choosing, not more than ten (10) and not less than five (5) business days after the date of the Soft Call Notice.
−Removed: Notwithstanding the foregoing, holders of Exchangeable Notes will be entitled within two (2) business days of such Soft Call Notice to submit their Exchangeable Notes for exchange under the terms of the Exchangeable Notes Indenture.
−Removed: In the event that holders of Exchangeable Notes voluntarily elect to exchange their Exchangeable Notes, such holders will also be entitled to a make-whole premium (the “Exchange Adjustment Consideration”) equal to (i) prior to the third anniversary of the Issue Date, 18.0 % of the aggregate principal amount of the Exchangeable Notes being exchanged; (ii) on or after the third anniversary and prior to the fourth anniversary of the Issue Date, 12.0 % of the aggregate principal amount of the Exchangeable Notes being exchanged;
−Removed: and (iii) on or after the fourth anniversary of the Issue Date and prior to the fifth anniversary, 6.0 % of the aggregate principal amount of the Exchangeable Notes being exchanged.
−Removed: Muvico, at its option, will be entitled to pay the Exchange Adjustment Consideration in the form of shares of Common Stock (using a modified exchange price equal to 140 % of the Exchange Price), subject to restrictions under the New Credit Agreement, cash in twelve (12) equal installments over the twelve-month period following the applicable exchange or a combination thereof.
−Removed: If certain corporate events that constitute a Fundamental Change (as defined in the Exchangeable Notes Indenture) occur, then holders will have the right to require Muvico to repurchase their Exchangeable Notes at a cash repurchase price equal to 100 % of the aggregate principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date (as defined in the Exchangeable Notes Indenture).
−Removed: The definition of Fundamental Change includes certain business combination transactions involving the Company, stockholder approval of any plan or proposal for the liquidation or dissolution of the Company and certain de-listing events with respect to the Common Stock.
−Removed: Muvico will also be required to mandatorily redeem all of the issued and outstanding Exchangeable Notes at a purchase price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase in the event that, as of ninety (90) days prior to the maturity date of the Company’s 7.50 % first lien secured notes due 2029 (the “Existing First Lien Notes”), the aggregate principal amount outstanding of the Existing First Lien Notes with a maturity date prior to April 30, 2030 exceeds $ 190,000,000 .
−Removed: Covenants and Events of Default
−Removed: The Exchangeable Notes Indenture contains covenants that limit the Centertainment Group Parties’ ability to, among other things:
−Removed: (i) incur additional indebtedness or guarantee indebtedness;
−Removed: (ii) create liens;
−Removed: (iii) declare or pay dividends, redeem stock or make other distributions to stockholders;
−Removed: (iv) make investments;
−Removed: (v) enter into transactions with its affiliates;
−Removed: (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets;
−Removed: and (vii) impair the security interest in the collateral.
−Removed: These covenants are subject to a number of important limitations and exceptions.
−Removed: The Exchangeable Notes Indenture also incorporates the other restrictive covenants contained in the New Term Loan Credit Agreement.
−Removed: The Exchangeable Notes Indenture also provides for events of default, which, if any of
−Removed: them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Exchangeable Notes to be due and payable immediately.
−Removed: Additional Exchangeable Notes
−Removed: The Exchangeable Notes Indenture provides that Muvico may issue an additional $ 50.0 million aggregate principal amount of Additional Exchangeable Notes from time to time to fund purchases of the Company’s remaining outstanding Second Lien Notes, 5.75 % senior subordinated notes due 2025 and the existing term loan facilities under the Existing Credit Agreement.
−Removed: Until the date that is three (3) months following the Issue Date, only the initial purchasers of the Exchangeable Notes and their designated affiliates have the right to purchase for cash such Additional Exchangeable Notes, and the proceeds may only be used to repurchase outstanding debt securities on terms agreed with such purchasers and/or their designated affiliates.
−Removed: Any such Additional Exchangeable Notes, if issued, will have the same terms and exchange price as the Exchangeable Notes originally issued under the Exchangeable Notes Indenture.
−Removed: The Company is evaluating the accounting treatments associated with these refinancing transactions and the analysis of the financial effect is ongoing.
+Added: Debt Exchanges.
+Added: The below table summarizes the debt for equity exchanges that occurred after September 30, 2024:
+Added: Aggregate Principal
+Added: Reacquisition
+Added: (Gain)/Loss on
+Added: Accrued Interest
+Added: (In millions, except for share data)
+Added: Extinguishment
+Added: Second Lien Notes due 2026
+Added: 5.75 % Senior Subordinated Notes due 2025 (1)
+Added: (1) The principal amount of the 5.75 % Senior Subordinated Notes due 2025 exchanged for equity is included in long-term liabilities in the condensed consolidated balance sheet as of September 30, 2024.
+Added: The total carrying value of the debt extinguished in the above transactions was $ 48.4 million.
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.