3 unchanged sentences
Three Months Ended
+Added: Six Months Ended
(In millions, except share and per share amounts)
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
+Added: June 30, 2025
+Added: June 30, 2024
Food and beverage
10 unchanged sentences
Operating costs and expenses
−Removed: Operating loss
−Removed: Other expense, net:
+Added: Operating income (loss)
+Added: Other expense (income), net:
Interest expense:
3 unchanged sentences
Investment income
−Removed: Total other expense, net
+Added: Total other expense (income), net
Loss before income taxes
6 unchanged sentences
AMC ENTERTAINMENT HOLDINGS, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
+Added: CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS )
Three Months Ended
+Added: Six Months Ended
(In millions)
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
+Added: June 30, 2025
+Added: June 30, 2024
Other comprehensive income (loss):
3 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: March 31, 2025
+Added: June 30, 2025
December 31, 2024
29 unchanged sentences
Preferred stock, $ .01 par value per share, 50,000,000 shares authorized;
−Removed: no shares issued and outstanding as of March 31, 2025, and December 31, 2024
+Added: no shares issued and outstanding as of June 30, 2025, and December 31, 2024
Class A common stock ($ .01 par value, 550,000,000 shares authorized;
−Removed: 433,143,561 shares issued and outstanding as of March 31, 2025;
+Added: 433,143,561 shares issued and outstanding as of June 30, 2025;
550,000,000 authorized;
8 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Three Months Ended
+Added: Six Months Ended
(In millions)
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
Cash flows from operating activities:
9 unchanged sentences
Non-cash portion of stock-based compensation
−Removed: Equity in earnings from non-consolidated entities, net of distributions
+Added: Equity in earnings of non-consolidated entities, net of distributions
Lease incentives
7 unchanged sentences
Capital expenditures
+Added: Proceeds from disposition of long-term assets
Net cash used in investing activities
Cash flows from financing activities:
−Removed: Net proceeds (disbursements) from equity issuances
+Added: Net proceeds from equity issuances
+Added: Principal payments under Senior Subordinated Notes due 2025
Scheduled principal payments under Term Loan borrowings
3 unchanged sentences
Taxes paid for restricted unit withholdings
−Removed: Net cash provided by (used in) financing activities
+Added: Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
7 unchanged sentences
Construction payables at period end
−Removed: Other third-party equity issuance costs payable
+Added: Deferred financing costs payable
Extinguishment of Second Lien Notes due 2026 in exchange for share issuance
2 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
+Added: June 30, 2025
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 three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
+Added: Due to the seasonal nature of the Company’s business, results for the six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
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.
3 unchanged sentences
In order to achieve sustainable net positive cash flows from 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.
−Removed: North American box office grosses were down approximately 40 % for the three months ended March 31, 2025, compared to the three months ended March 31, 2019.
+Added: North American box office grosses were down approximately 26 % for the six months ended June 30, 2025, compared to the six months ended June 30, 2019.
Until such time as the Company is able to achieve sustainable net positive cash flows from operating activities, it is difficult to estimate the Company’s future cash burn rates and liquidity requirements.
3 unchanged sentences
The Company expects, from time to time, to continue to seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise.
−Removed: 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.
+Added: 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, the availability of authorized share capital, contractual restrictions and other factors.
The amounts involved may be material and to the extent equity is used, dilutive.
−Removed: See Note 6—Corporate Borrowings and
−Removed: Finance Lease Liabilities for a summary of debt transactions that occurred during the three months ended March 31, 2025 and March 31, 2024, respectively.
+Added: See Note 6—Corporate Borrowings and Finance Lease Liabilities for a summary of debt transactions that
+Added: occurred during the six months ended June 30, 2025 and June 30, 2024, respectively.
Additionally, the Company has bolstered its liquidity through sales of its Class A Common Stock (“Common Stock”), see Note 7—Stockholders’ Deficit for further information on these sales.
Cash and Cash Equivalents.
−Removed: As of March 31, 2025, cash and cash equivalents for the U.S.
+Added: As of June 30, 2025, cash and cash equivalents for the U.S.
markets and International markets were $ 362.7 million and $ 61.0 million, respectively, and as of December 31, 2024, cash and cash equivalents were $ 513.0 million and $ 119.3 million, respectively.
3 unchanged sentences
(In millions)
−Removed: March 31, 2025
+Added: June 30, 2025
December 31, 2024
2 unchanged sentences
Total cash and cash equivalents and restricted cash in the statement of cash flows
−Removed: As of March 31, 2025, restricted cash for the U.S.
+Added: As of June 30, 2025, restricted cash for the U.S.
markets and International markets were $ 20.0 million and $ 31.4 million, respectively.
As of December 31, 2024, restricted cash for the U.S.
−Removed: markets and International markets were $ 20.7 and $ 27.8 million, respectively.
+Added: markets and International markets were $ 20.7 million and $ 27.8 million, respectively.
Accumulated Other Comprehensive Loss.
4 unchanged sentences
Other comprehensive income
−Removed: Balance March 31, 2025
+Added: Balance June 30, 2025
Accumulated Depreciation and Amortization.
−Removed: Accumulated depreciation related to property was $ 3,351.8 million and $ 3,288.1 million as of March 31, 2025, and December 31, 2024, respectively.
−Removed: Accumulated amortization of intangible assets was $ 8.3 million and $ 8.2 million as of March 31, 2025, and December 31, 2024, respectively.
+Added: Accumulated depreciation related to property was $ 3,453.6 million and $ 3,288.1 million as of June 30, 2025, and December 31, 2024, respectively.
+Added: Accumulated amortization of intangible assets was $ 8.5 million and $ 8.2 million as of June 30, 2025, and December 31, 2024, respectively.
Other Income.
1 unchanged sentence
Three Months Ended
+Added: Six Months Ended
(In millions)
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
+Added: June 30, 2025
+Added: June 30, 2024
Foreign currency transaction (gains) losses
2 unchanged sentences
Gain on extinguishment - Second Lien Notes due 2026
−Removed: Derivative liability fair value decrease for embedded conversion feature in the Exchangeable Notes due 2030
+Added: Derivative liability fair value increase (decrease) for embedded conversion feature in the Exchangeable Notes due 2030
Equity in earnings of non-consolidated entities
+Added: Shareholder litigation recoveries
Vendor dispute settlement
4 unchanged sentences
Three Months Ended
+Added: Six Months Ended
(In millions)
19 unchanged sentences
Cash flow and supplemental information is presented below:
−Removed: Three Months Ended
+Added: Six Months Ended
(In millions)
4 unchanged sentences
Lease incentives:
−Removed: Operating cashflows provided by operating leases
+Added: Operating cash flows provided by operating leases
Supplemental disclosure of noncash leasing activities:
1 unchanged sentence
(1) Includes lease extensions and option exercises.
−Removed: The following table represents the weighted-average remaining lease term and discount rate as of March 31, 2025:
+Added: The following table represents the weighted-average remaining lease term and discount rate as of June 30, 2025:
Weighted Average
4 unchanged sentences
Finance leases
−Removed: Minimum annual payments and the net present value thereof as of March 31, 2025, are as follows:
+Added: Minimum annual payments and the net present value thereof as of June 30, 2025, are as follows:
Operating Lease
1 unchanged sentence
(In millions)
−Removed: Nine months ending December 31, 2025
+Added: Six months ending December 31, 2025
Total lease payments
1 unchanged sentence
Total operating and finance lease liabilities, respectively
−Removed: As of March 31, 2025, the Company had signed additional operating lease agreements for three theatres that have not yet commenced.
+Added: As of June 30, 2025, the Company had signed additional operating lease agreements for three theatres that have not yet commenced.
The leases have terms ranging from 10 to 15 years and total lease payments of approximately $ 27.5 million.
4 unchanged sentences
Three Months Ended
+Added: Six Months Ended
(In millions)
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
+Added: June 30, 2025
+Added: June 30, 2024
Major revenue types
5 unchanged sentences
Three Months Ended
+Added: Six Months Ended
(In millions)
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
+Added: June 30, 2025
+Added: June 30, 2024
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 March 31, 2025, and December 31, 2024:
+Added: The following tables provide the balances of receivables, net and deferred revenues and income as of June 30, 2025, and December 31, 2024:
(In millions)
−Removed: March 31, 2025
+Added: June 30, 2025
December 31, 2024
4 unchanged sentences
(In millions)
−Removed: March 31, 2025
+Added: June 30, 2025
December 31, 2024
13 unchanged sentences
Food and beverage (2)
−Removed: Other theatre (2)
Reclassification to revenue as the result of performance obligations satisfied:
3 unchanged sentences
Foreign currency translation adjustment
−Removed: Balance March 31, 2025
+Added: Balance June 30, 2025
(1) Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and other loyalty membership fees.
(2) Amount of rewards accumulated, net of expirations, that are attributed to loyalty programs.
−Removed: (3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, and loyalty programs.
+Added: (3) Amount of revenue recognized from redemptions of gift cards, exchange tickets, movie tickets, and rewards related to loyalty programs.
(4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange tickets, subscription membership fees, and loyalty program membership fees.
4 unchanged sentences
Balance December 31, 2024
−Removed: Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied
−Removed: Balance March 31, 2025
−Removed: (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.
+Added: Contract modification consideration (1)
+Added: Reclassification to other theatre revenue, as the result of performance obligations satisfied
+Added: Balance June 30, 2025
+Added: (1) The exhibitor services agreement contract liability relates to National CineMedia, LLC (“NCM”) common units that were previously received under the exhibitor services agreement dated February 13, 2007 and amended and restated as of December 13, 2013.
On April 17, 2025, NCM entered into the Second Amended and Restated Exhibitor Services Agreement (the “Amended ESA”) with the Company.
−Removed: The term of the Amended ESA has been extended by five years through February 13, 2042, which will change how the deferred revenue is amortized in future periods.
+Added: The term of the Amended ESA has been extended by five years through February 13, 2042.
+Added: The Company treated the Amended ESA as a contract modification pursuant to ASC 606 – Revenue from Contracts with Customers .
+Added: Accordingly, the Company has allocated the additional consideration received from the contract modification to the exhibitor services agreement contract liability and updated the discount rate used to account for the significant financing component to 16.12 % .
+Added: Prior to the contract modification, the weighted average discount rate used to account for the significant financing component was approximately 7.5 % .
+Added: The contract liability will be reclassified to other theatre revenue over the new term of the Amended ESA as the remaining performance obligations are satisfied.
+Added: NCM Bankruptcy.
+Added: On April 11, 2023, NCM filed a petition under Chapter 11 of the U.S.
+Added: Bankruptcy Code in the Southern District of Texas.
+Added: The Chapter 11 plan of reorganization became effective on August 7, 2023 (the “Plan”).
+Added: The Company appealed certain terms of the Plan and rulings of the bankruptcy court with the United States District Court for the Southern District of Texas, which affirmed the rulings of the bankruptcy court, and subsequently with the United States Court of Appeals for the Fifth Circuit.
+Added: On April 17, 2025, concurrently with entering into the Amended ESA, NCM and the Company reached an agreement to, among other things, dismiss with prejudice the ongoing litigation between the parties.
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 March 31, 2025 was $ 302.1 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 June 30, 2025 was $ 293.8 million.
The deferred revenues will be recognized as revenues once the gift cards and exchange tickets are redeemed.
2 unchanged sentences
Loyalty Programs.
−Removed: As of March 31, 2025, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 81.0 million.
+Added: As of June 30, 2025, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income in the condensed consolidated balance sheet was $ 90.8 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 three months ended March 31, 2025:
+Added: The following table summarizes the changes in goodwill by reporting unit for the six months ended June 30, 2025:
International
12 unchanged sentences
Currency translation adjustment
−Removed: Balance March 31, 2025
+Added: Balance June 30, 2025
NOTE 5—INVESTMENTS
Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50.0 % voting control, and are recorded in the condensed consolidated balance sheets in other long-term assets.
−Removed: Investments in non-consolidated affiliates as of March 31, 2025 include interests in Digital Cinema Distribution Coalition, LLC (“DCDC”) 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 Limited (“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, Aktiebolaget Svensk Filmindustri & Co (“Vasteras”) of 50.0 %.
+Added: Investments in non-consolidated affiliates as of June 30, 2025 include interests in Digital Cinema Distribution Coalition, LLC (“DCDC”) 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 Limited (“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, Aktiebolaget Svensk Filmindustri & Co (“Vasteras”) of 50.0 %.
Through its various investments the Company has interests in four U.S.
4 unchanged sentences
(In millions)
−Removed: March 31, 2025
+Added: June 30, 2025
December 31, 2024
7 unchanged sentences
Three Months Ended
+Added: Six Months Ended
(In millions)
Consolidated Statements of Operations
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
+Added: June 30, 2025
+Added: June 30, 2024
DCM screen advertising revenues
13 unchanged sentences
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 expense (income).
−Removed: The Company recorded unrealized losses (gains) related to its investments in Hycroft in investment income of $( 2.8 ) million and $ 1.0 million, during the three months ended March 31, 2025 and March 31, 2024, respectively.
+Added: The Company recorded unrealized losses (gains) related to its investments in Hycroft in investment income of $ 0.3 million and $( 0.7 ) million during the three months ended June 30, 2025 and June 30, 2024, respectively.
+Added: The Company recorded unrealized losses (gains) related to its investments in Hycroft in investment income of $( 2.5 ) million and $ 0.3 million during the six months ended June 30, 2025 and June 30, 2024, respectively.
See Note 9 — Fair Value Measurements for further information.
2 unchanged sentences
(In millions)
−Removed: March 31, 2025
+Added: June 30, 2025
December 31, 2024
Secured Debt:
−Removed: Credit Agreement-Term Loans due 2029 ( 11.322 % as of March 31, 2025 and 11.356 % as of December 31, 2024)
+Added: Credit Agreement-Term Loans due 2029 ( 11.318 % as of June 30, 2025 and 11.356 % as of December 31, 2024)
12.75 % Odeon Senior Secured Notes due 2027
22 unchanged sentences
6.00 %/ 8.00 % Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030
−Removed: The following table provides the principal payments required and maturities of corporate borrowing as of March 31, 2025:
+Added: The following table provides the principal payments required and maturities of corporate borrowing as of June 30, 2025:
(In millions)
−Removed: Nine months ended December 31, 2025
+Added: Six months ended December 31, 2025
Debt Repurchases and Exchanges
−Removed: During the three months ended March 31, 2025, the Company executed a cash for debt transaction.
+Added: The below table summarizes the various cash debt repurchase transactions during the six months ended June 30, 2025.
Aggregate Principal
3 unchanged sentences
(In millions)
−Removed: Repurchased/Exchanged
Extinguishment
−Removed: Paid/Exchanged
5.75 % Senior Subordinated Notes due 2025
−Removed: The total carrying value of the debt extinguished in the above transactions during the three months ended March 31, 2025 was $ 1.3 million.
−Removed: During the three months ended March 31, 2024, the Company executed a debt for equity exchange transaction.
−Removed: This transaction was treated as an early extinguishment of debt.
+Added: The total carrying value of the debt extinguished in the above transactions during the six months ended June 30, 2025 was $ 1.3 million.
+Added: The below table summarizes the various debt for equity exchange transactions that occurred during the six months ended June 30, 2024.
+Added: The 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.
−Removed: The below table summarizes the debt for equity exchange.
Aggregate Principal
4 unchanged sentences
Second Lien Notes due 2026
−Removed: The total carrying value of the debt extinguished in the above transactions during the three months ended March 31, 2024 was $ 19.9 million.
−Removed: Exchangeable Notes
−Removed: Carrying value (in millions) as of March 31, 2025:
+Added: The total carrying value of the debt extinguished in the above transactions during the six months ended June 30, 2024 was $ 214.2 million.
+Added: 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030
Carrying Value
4 unchanged sentences
Net Earnings (Loss)
−Removed: March 31, 2025
+Added: June 30, 2025
Principal balance
3 unchanged sentences
Carrying value
−Removed: The Exchangeable Notes have an effective interest rate of 15.12 %.
−Removed: At any time prior to the close of business on the second Trading Day (as defined in the Exchangeable Notes Indenture (the “Exchangeable Notes Indenture”)) immediately preceding the final maturity date of the Exchangeable Notes (as defined herein), 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.
−Removed: 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.
−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 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 and not less than five business days after the date of the Soft Call Notice.
−Removed: Notwithstanding the foregoing, holders of Exchangeable Notes will be entitled within two 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 equal installments over the twelve-month period following the applicable exchange or a combination thereof.
−Removed: The Company analyzed the conversion option and Exchange Adjustment Consideration as one single conversion option (the “Conversion Option”).
−Removed: The Company bifurcated the Conversion Option from the principal balance of the Exchangeable Notes as a derivative liability.
−Removed: The Company bifurcated the Conversion Option as:
−Removed: (i) the economic characteristics of a conversion option embedded in a debt instrument are not clearly and closely related to the economic characteristics and risks of a debt host contract, as stated in ASC 815-15-25-51;
−Removed: (ii) the host debt instrument is not remeasured at fair value but rather, the Exchangeable Notes are measured at amortized cost;
−Removed: and (iii) the Conversion Option does not qualify for derivative scope exception under ASC 815-10-15-74(a).
−Removed: The Conversion Option also includes a make-whole adjustment, the Exchange Adjustment Consideration.
−Removed: The Exchange Adjustment Consideration (i.e., make-
−Removed: 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.
−Removed: 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.
−Removed: See Note 9–Fair Value Measurements for a discussion of the valuation methodologies.
−Removed: The principal balance exceeded the if-converted value of the Exchangeable Notes (including the Exchange Adjustment Consideration paid in shares) by approximately $ 183.0 million as of March 31, 2025 based on the closing price per share of the Company’s Common Stock of $ 2.87 per share.
+Added: The 6.00 %/ 8.00 % Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 (the “Existing Exchangeable Notes”) have an effective interest rate of 15.12 %.
+Added: Covenant Compliance
+Added: As of June 30, 2025, the Company believes that it was in full compliance with all agreements, including related covenants, governing our outstanding debt.
NOTE 7—STOCKHOLDERS’ DEFICIT
1 unchanged sentence
On December 6, 2024, the Company entered into a sales and registration agreement (the “Sales and Registration Agreement”) with Goldman Sachs & Co.
−Removed: LLC, from time to time acting in its capacity as (1) sales agent (in such capacity, the “Sales Agent”) or (2) the Forward Seller of any and all Hedging Shares offered by the Forward Counterparty under one or more Forwards (in each case, as defined below) relating to an aggregate of up to 50,000,000 shares of Common Stock of the Company.
−Removed: In accordance with the terms of the Sales and Registration Agreement, the Company may issue and sell shares of Common Stock covered by the prospectus supplement at any time and from time to time through the Sales Agent.
−Removed: The Sales Agent may act as agent on the Company’s behalf or purchase shares of Common Stock from the Company as principal for its own account.
−Removed: The Company also entered into a master confirmation (the “Master Confirmation”) with Goldman Sachs International (in its capacity as buyer under any Forward (as hereinafter defined), the “Forward Counterparty”) pursuant to which the Company entered into forward transactions (each a “Forward”), under which the Company agreed to sell the number of shares of Common Stock specified in such Forward (subject to adjustment as set forth therein) to the Forward Counterparty.
−Removed: In respect of each Forward, to enable the Forward Counterparty to establish a hedge position with respect to such Forward, the Company effectively pledged up to the maximum number of shares of Common Stock deliverable under such Forward (the “Hedging Shares”), and to establish a hedge position under such Forward, the Forward Counterparty rehypothecated and sold such maximum number of shares through Goldman Sachs & Co.
−Removed: LLC acting as the statutory underwriter (in such capacity, the “Forward Seller”) in an offering under a prospectus supplement and accompanying prospectus over a period of time agreed between the Company and the Forward Counterparty for such Forward (an “Initial Hedging Period”), all subject to the terms of the Sales and Registration Agreement.
−Removed: On each trading day during the respective Initial Hedging Periods for each Forward, the Company instructed the Forward Counterparty on a day-by-day basis to sell a specified number of its shares, the total of each such trading day’s sales representing a component of such Forward (each a “Component”).
−Removed: The volume weighted average price per share for sales executed by the Forward Seller during the Initial Hedging Period for each Component (the “Reference Price”) was used to determine the floor price (“Forward Floor Price”) and cap price (“Forward Cap Price”) for such Component.
−Removed: The Company was entitled to a prepayment (a “Prepayment”), calculated on a Component basis for each Forward, in an amount equal to the product of (i) the number of shares sold by the Forward Seller during the Initial Hedging Period for such Forward, (ii) the Forward Floor Price and (iii) the relevant prepayment percentage agreed for such Forward.
−Removed: Each Forward was subject to a subsequent valuation period (the “Valuation Period”) that starts to run shortly after the outside date to the Initial Hedging Period agreed between the Company and the Forward Counterparty and ends on the final settlement date (the “Final Settlement Date”), subject to any acceleration of the scheduled maturity date of all or portion(s) of such Forward at the election of the Forward Counterparty.
−Removed: This Valuation Period determines the final settlement of the Forward Counterparty’s purchase price through a true-up payment from the Forward Counterparty to the Company if the total amount due under any such Forward exceeds the Prepayment (the “True-Up Payment”).
−Removed: Pursuant to the agreements described above, the Company entered into Forwards to sell 30,000,000 shares of Common Stock in the aggregate with the respective Reference Prices in respect of each Component of such Forwards ranging from $ 4.01 to $ 4.71 per share of Common Stock.
−Removed: The Company evaluated the Forwards under ASC 815—Derivatives and Hedging and concluded that the transactions consist of a subscription receivable accounted for under ASC 505-10-45-2 reflecting the Company’s right to receive the Prepayment and deliver shares to the Forward Counterparty.
+Added: LLC (the “Sales Agent”) relating to an aggregate offering of up to 50,000,000 shares of Common Stock of the Company.
+Added: In accordance with the terms of the Sales and Registration Agreement, the Company issued and sold shares of Common Stock covered by the prospectus supplement from time to time through the Sales Agent.
+Added: The Sales Agent either acted as agent on the Company’s behalf or purchased shares of Common Stock from the Company as principal for its own account.
+Added: In December 2024, the Company entered into forward sales to sell 30,000,000 shares of Common Stock in the aggregate.
+Added: The Company evaluated the forwards under ASC 815—Derivatives and Hedging and concluded that the transactions consist of a subscription receivable accounted for under ASC 505-10-45-2 reflecting the Company’s right to receive prepayments and to deliver shares to the forward counterparty.
Accordingly, pursuant to Regulation S-X 5-02.29, the Company recorded the prepayment as an increase to additional paid–in capital with an equal and offsetting subscription receivable as a decrease to additional paid–in capital.
−Removed: The subscription receivable is considered a debt-like host and the Company’s right to receive additional cash consideration up to the Forward Cap Price based on the movement of the share price during the Valuation Period is an embedded feature that meets the definition of a derivative.
−Removed: Because the True-Up Payment can be received in cash or shares of Common Stock at the Company’s election and the value mechanics within the instrument are all indexed to the Company’s own Common Stock, the embedded feature meets the equity classification scope exception in ASC 815-40 and is not accounted for outside of equity.
−Removed: In January 2025, the Company was paid $ 108.7 million for the Prepayments in respect of the Forwards.
+Added: The subscription receivable was considered a debt-like host and the Company’s right to receive additional cash consideration up to a cap price based on the movement of the share price during a valuation period is an embedded feature that meets the definition of a derivative that meets the equity classification scope exception in ASC 815-40 and is not accounted for outside of equity.
+Added: In January 2025, the Company was paid $ 108.7 million for prepayments in respect of the forwards.
The Company reduced the subscription receivable which resulted in an increase in total additional paid–in capital.
−Removed: The Valuation Period ended on March 17, 2025 with no True-Up Payment owed to the Company.
−Removed: Additionally, during the three months ended March 31, 2025, the Company issued shares through an “at-the-market” offering.
−Removed: The below table summarizes the activity of the “at-the-market” offering during the three months ended March 31, 2025:
+Added: The valuation period ended on March 17, 2025 with no additional consideration owed to the Company.
+Added: Additionally, during the six months ended June 30, 2025, the Company issued shares through an “at-the-market” offering.
+Added: The below table summarizes the activity of the “at-the-market” offering:
(In millions)
−Removed: March 31, 2025
+Added: June 30, 2025
Shares issued through at-the-market offering
4 unchanged sentences
As of January 15, 2025, all 50.0 million shares subject to the Sales and Registration Agreement had been sold.
+Added: During the six months ended June 30, 2024, the Company issued shares through an “at-the-market” offering.
+Added: The below table summarizes the activity of the “at-the-market” offering:
+Added: (In millions)
+Added: June 30, 2024
+Added: Shares issued through at-the-market offering
+Added: At-the-market offering gross proceeds
+Added: Sales agent fees paid
+Added: Other third-party issuance costs incurred
+Added: Other third-party issuance costs paid
Stock-Based Compensation
5 unchanged sentences
Three Months Ended
+Added: Six Months Ended
(In millions)
3 unchanged sentences
Performance stock unit expense
+Added: Total equity classified awards:
+Added: Liability classified awards:
+Added: Restricted and performance stock unit expense
+Added: Total liability classified awards:
Total stock-based compensation expense
−Removed: As of March 31, 2025, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 25.7 million, which reflects assumptions related to attainment of performance targets based on the scales as described below.
+Added: As of June 30, 2025, the estimated remaining unrecognized compensation cost related to stock-based compensation grants was approximately $ 20.1 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 1.0 years.
−Removed: Special Awards
−Removed: On February 19, 2025, the compensation committee of AMC’s Board of Directors (“Compensation Committee”) approved modification of the performance goals applicable to all 2024 Tranche Year PSU awards.
−Removed: This was accounted for as a modification to the 2024 Tranche Year PSU awards which lowered the Adjusted EBITDA performance target such that 146 % vesting was achieved.
−Removed: This modification resulted in the immediate additional vesting of 270,093 2024 Tranche Year PSUs ( 4,181 cash settled units and 265,912 equity settled units).
−Removed: 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 three months ended March 31, 2025, the Company recognized $ 1.0 million of stock compensation expense related to these awards.
−Removed: On February 22, 2024, the Compensation Committee approved modification of the performance goals applicable to all 2023 Tranche Year PSU awards.
−Removed: This was accounted for as a modification to the 2023 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both targets.
−Removed: This modification resulted in the immediate additional vesting of 478,055 2023 Tranche Year PSUs ( 21,829 cash settled units and 456,226 equity settled units).
−Removed: 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 three months ended March 31, 2024, the Company recognized $ 2.1 million of stock compensation expense related to these awards.
Awards Granted
−Removed: On February 19, 2025, the Compensation Committee granted awards of stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain of the Company’s employees and directors under the 2024 EIP.
+Added: On February 19, 2025, the compensation committee of AMC’s Board of Directors (“Compensation Committee”) granted awards of stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”) to certain of the Company’s employees and directors under the 2024 EIP (the “2025 Awards”).
Each RSU or PSU is convertible into one share of Common Stock upon vesting.
18 unchanged sentences
The strategic initiative based 2025 PSU awards will vest if three to seven one-year strategic initiatives are achieved by the end of the 2025 Tranche Year and/or if four to ten two-year strategic initiatives are achieved by the end of the 2026 Tranche Year, with the corresponding vested unit amount ranging from 50 % to 200 % of the PSUs awarded.
−Removed: If the performance targets are met at 100 % , the 2025 PSU awards will vest at 3,650,970 units in the aggregate.
+Added: performance targets are met at 100 % , the 2025 PSU awards will vest at 3,650,970 units in the aggregate.
No Adjusted EBITDA or free cash flow based PSUs will vest for each Tranche Year if the Company does not achieve at least 80 % of the Tranche Year’s applicable performance targets.
−Removed: year strategic initiatives will vest if the Company does not achieve three of the initiatives by the end of the 2025 Tranche Year.
+Added: No one-year strategic initiatives will vest if the Company does not achieve three of the initiatives by the end of the 2025 Tranche Year.
No two-year strategic initiatives will vest if the Company does not achieve four of the initiatives by the end of the 2026 Tranche Year.
7 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 March 31, 2025, there were 25,588 nonvested underlying Common Stock RSUs and PSUs (measured at 100 % attainment levels for both the Adjusted EBITDA and free cash flow targets) related to awards classified as liabilities.
+Added: As of June 30, 2025, there were 25,588 nonvested underlying Common Stock RSUs and PSUs (measured at 100 % attainment levels for both the Adjusted EBITDA and free cash flow targets) related to awards classified as liabilities.
+Added: Special Awards
+Added: On February 19, 2025, the Compensation Committee approved modification of the performance goals applicable to all 2024 Tranche Year PSU awards.
+Added: This was accounted for as a modification to the 2024 Tranche Year PSU awards which lowered the Adjusted EBITDA performance target such that 146 % vesting was achieved.
+Added: This modification resulted in the immediate additional vesting of 270,093 2024 Tranche Year PSUs ( 4,181 cash settled units and 265,912 equity settled units).
+Added: 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.
+Added: During the six months ended June 30, 2025, the Company recognized $ 1.0 million of stock compensation expense related to these awards.
+Added: On February 22, 2024, the Compensation Committee approved modification of the performance goals applicable to all 2023 Tranche Year PSU awards.
+Added: This was accounted for as a modification to the 2023 Tranche Year PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200 % vesting was achieved for both targets.
+Added: This modification resulted in the immediate additional vesting of 478,055 2023 Tranche Year PSUs ( 21,829 cash settled units and 456,226 equity settled units).
+Added: 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.
+Added: During the six months ended June 30, 2024, the Company recognized $ 2.1 million of stock compensation expense related to these awards.
Nonvested Awards
−Removed: The following table represents the equity classified nonvested RSU and PSU activity for the three months ended March 31, 2025:
+Added: The following table represents the equity classified nonvested RSU and PSU activity for the six months ended June 30, 2025:
RSUs and PSUs
6 unchanged sentences
Cancelled - Special Award (2)
−Removed: Nonvested at March 31, 2025
+Added: Nonvested at June 30, 2025
Tranche Years 2026 and 2027 awarded under the 2025 PSU award and Tranche Year 2026 awarded under the 2024 PSU award with grant date fair values to be determined in year 2026 and 2027, respectively
−Removed: Total nonvested at March 31, 2025
+Added: Total nonvested at June 30, 2025
(1) The number of PSU shares granted under the Tranche Year 2025 assumes the Company will attain a performance target at 100 % for the Adjusted EBITDA target, 100 % for the free cash flow target, and 200 % for the strategic initiatives.
+Added: The number of PSU shares granted under the Tranche Year 2026 assumes the Company will attain a performance target at 100 % for the strategic initiatives.
(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 $ 4.4 million during the three months ended March 31, 2025.
+Added: As a result, the Company paid taxes for restricted unit withholdings of approximately $ 4.4 million during the six months ended June 30, 2025.
Condensed Consolidated Statements of Stockholders’ Deficit
−Removed: For the Three Months Ended March 31, 2025
+Added: For the Six Months Ended June 30, 2025
Class A Voting
8 unchanged sentences
Balances March 31, 2025
+Added: Other comprehensive income
+Added: Stock-based compensation
+Added: Balances June 30, 2025
(1) Includes 370,586 Common Stock shares awarded to the Board of Directors, and 1,302,422 vested Common Stock RSUs and PSUs.
Condensed Consolidated Statements of Stockholders’ Deficit
−Removed: For the Three Months Ended March 31, 2024
+Added: For the Six Months Ended June 30, 2024
Comprehensive
8 unchanged sentences
Balances March 31, 2024
−Removed: (1) Vested Common Stock RSUs and PSUs.
+Added: Other comprehensive income
+Added: Debt for equity exchange
+Added: Share issuance
+Added: Stock-based compensation (1)
+Added: Balances June 30, 2024
+Added: (1) Includes 195,924 Common Stock shares awarded to the Board of Directors and 489,342 vested Common Stock RSUs and PSUs.
NOTE 8—INCOME TAXES
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 three months ended March 31, 2025, due to the lingering effects of the COVID-19 pandemic and labor stoppages on the industry.
+Added: The Company is using a discrete income tax calculation for the six months ended June 30, 2025, due to the lingering effects of the COVID-19 pandemic and 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.
7 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 three months ended March 31, 2025, reflects the impact of these valuation allowances against U.S.
+Added: The effective tax rate for the six months ended June 30, 2025, 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 three months ended March 31, 2025, was ( 0.8 )%.
−Removed: The Company’s consolidated tax rate for the three months ended March 31, 2025, differs from the U.S.
+Added: The actual effective rate for the six months ended June 30, 2025, was ( 1.4 )%.
+Added: The Company’s consolidated tax rate for the six months ended June 30, 2025, differs from the U.S.
statutory tax rate primarily due to the valuation allowances in U.S.
and foreign jurisdictions, foreign tax rate differences, federal and state tax credits, permanent differences and other discrete items.
+Added: On July 4, 2025, the President of the United States signed the One Big Beautiful Bill Act (“OBBBA”) into law.
+Added: This act introduces significant changes to tax law and other areas affecting company operations, including items such as extensions of Tax Cuts and Jobs Act provisions, changes to business interest deductions, and modifications to depreciation deductions.
+Added: While the effects of these tax law changes will not be reflected in interim or annual provisions for the period ended June 30, 2025, the Company is evaluating the impact of the OBBBA on its financial position, results of operations, and cash flows for future periods.
NOTE 9—FAIR VALUE MEASUREMENTS
7 unchanged sentences
Recurring Fair Value Measurements.
−Removed: 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 March 31, 2025:
−Removed: Fair Value Measurements at March 31, 2025 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 June 30, 2025:
+Added: Fair Value Measurements at June 30, 2025 Using
Total Carrying
4 unchanged sentences
(In millions)
−Removed: March 31, 2025
+Added: June 30, 2025
Other long-term assets:
7 unchanged sentences
Derivative liability valuation.
−Removed: 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: On July 22, 2024, the Company issued Existing Exchangeable Notes with conversion features that required bifurcation from the host instrument pursuant to ASC 815—Derivatives and Hedging.
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.
The derivative features have been valued using a binomial lattice approach.
−Removed: The binomial lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the Exchangeable Notes.
−Removed: The significant inputs used to value the derivative include the 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 binomial lattice approach consists of simulated Common Stock prices from the valuation date to the maturity of the Existing Exchangeable Notes.
+Added: The significant inputs used to value the derivative include the share price of the Common Stock, the volatility of the share price, time to maturity, risk-free interest rate, credit spread, and discount yield.
The Company measures the derivative at fair value at the end of each reporting period with any changes in fair value recorded to other income in the condensed consolidated statements of operations.
1 unchanged sentence
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 March 31, 2025 Using
+Added: Fair Value Measurements at June 30, 2025 Using
Significant other
3 unchanged sentences
(In millions)
−Removed: March 31, 2025
+Added: June 30, 2025
Current maturities of corporate borrowings
17 unchanged sentences
Three Months Ended
−Removed: March 31, 2025
+Added: June 30, 2025
(In millions)
7 unchanged sentences
Three Months Ended
−Removed: March 31, 2024
+Added: June 30, 2024
(In millions)
6 unchanged sentences
Adjusted EBITDA
+Added: Six Months Ended
+Added: June 30, 2025
+Added: (In millions)
+Added: International Markets
+Added: Film exhibition costs
+Added: Food and beverage costs
+Added: Operating expense, excluding depreciation and amortization (2)
+Added: General and administrative expense - other, excluding depreciation and amortization (3)
+Added: Other segment items (4)
+Added: Adjusted EBITDA
+Added: Six Months Ended
+Added: June 30, 2024
+Added: (In millions)
+Added: International Markets
+Added: Film exhibition costs
+Added: Food and beverage costs
+Added: Operating expense, excluding depreciation and amortization (2)
+Added: General and administrative expense - other, excluding depreciation and amortization (3)
+Added: Other segment items (4)
+Added: Adjusted EBITDA
(1) All segment revenues are comprised of revenues from external customers.
−Removed: (2) Operating expense, excluding depreciation and amortization excludes certain expenses as further defined in the reconciliation of net loss to Adjusted EBITDA below.
+Added: (2) Operating expense, excluding depreciation and amortization excludes certain expenses or income as further defined in the reconciliation of net loss to Adjusted EBITDA below.
(3) General and administrative expense—other, excluding depreciation and amortization excludes stock compensation expense.
2 unchanged sentences
Three Months Ended
−Removed: March 31, 2025
+Added: June 30, 2025
(In millions)
2 unchanged sentences
Income tax provision
+Added: Other expense (income)
Other significant noncash items:
3 unchanged sentences
Three Months Ended
−Removed: March 31, 2024
+Added: June 30, 2024
(In millions)
4 unchanged sentences
Stock-based compensation expense
+Added: Equity in (earnings) loss of non-consolidated entities
+Added: Capital expenditures
+Added: Six Months Ended
+Added: June 30, 2025
+Added: (In millions)
+Added: International Markets
+Added: Depreciation and amortization
+Added: Income tax provision
+Added: Other significant noncash items:
+Added: Stock-based compensation expense
Equity in earnings of non-consolidated entities
Capital expenditures
+Added: Six Months Ended
+Added: June 30, 2024
+Added: (In millions)
+Added: International Markets
+Added: Depreciation and amortization
+Added: Income tax provision
+Added: Other significant noncash items:
+Added: Stock-based compensation expense
+Added: Equity in (earnings) loss of non-consolidated entities
+Added: Capital expenditures
The following table sets forth a reconciliation of net loss to Adjusted EBITDA:
Three Months Ended
+Added: Six Months Ended
(In millions)
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
+Added: June 30, 2025
+Added: June 30, 2024
Income tax provision (1)
12 unchanged sentences
The Company has excluded these items as they are non-cash in nature or related to theatres that are not open.
−Removed: (3) Equity in earnings of non-consolidated entities during the three months ended March 31, 2025 primarily consisted of equity in earnings from AC JV of $( 0.8 ) million.
−Removed: Equity in earnings of non-consolidated entities during the three months ended March 31, 2024 primarily consisted of equity in earnings from AC JV of $( 3.3 ) million.
+Added: (3) Equity in earnings of non-consolidated entities during the three months ended June 30, 2025 primarily consisted of equity in earnings from AC JV of $( 1.8 ) million.
+Added: Equity in earnings of non-consolidated entities during the three months ended June 30, 2024 primarily consisted of equity in earnings from AC JV of $( 1.9 ) million.
+Added: Equity in earnings of non-consolidated entities during the six months ended June 30, 2025 primarily consisted of equity in earnings from AC JV of $( 2.6 ) million.
+Added: Equity in earnings of non-consolidated entities during the six months ended June 30, 2024 primarily consisted of equity in earnings from AC JV of $( 5.2 ) million.
(4) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets.
2 unchanged sentences
Three Months Ended
+Added: Six Months Ended
(In millions)
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
+Added: June 30, 2025
+Added: June 30, 2024
Equity in (earnings) of non-consolidated entities
Equity in (earnings) of non-consolidated entities excluding International theatre joint ventures
−Removed: Equity in earnings of International theatre joint ventures
+Added: Equity in (loss) of International theatre joint ventures
+Added: Income tax benefit
Investment expense
+Added: Interest expense
Depreciation and amortization
Attributable EBITDA
−Removed: (5) Investment income during the three months ended March 31, 2025 includes interest income of $( 2.9 ) million, increases in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 2.4 ) million, and increases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $( 0.4 ) million.
−Removed: Investment income during the three months ended March 31, 2024 included interest income of $( 6.1 ) million, partially offset by a decline in the estimated fair value of the Company’s investment in common shares of Hycroft of $ 0.5 million and a decline in the estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft of $ 0.5 million.
−Removed: (6) Other income during the three months ended March 31, 2025 includes a decrease in fair value of the derivative liability for the embedded conversion feature in the Exchangeable Notes of $( 45.1 ) million and foreign currency transaction gains of $( 13.0 ) million.
−Removed: Other income during the three months ended March 31, 2024 included a vendor dispute settlement of $( 36.2 ) million and gains on debt extinguishment of $( 5.8 ) million, partially offset by foreign currency transaction losses of $ 3.2 million.
+Added: (5) Investment income during the three months ended June 30, 2025 includes interest income of $( 1.7 ) million, partially offset by decreases in the estimated fair value of the Company’s investment in common shares of Hycroft of $ 0.1 million and decreases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 0.2 million.
+Added: Investment income during the three months ended June 30, 2024 included interest income of $( 5.4 ) million, an increase in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 0.4 ) million and an increase in the estimated fair value of the Company's investment in warrants to purchase common shares of Hycroft of $( 0.3 ) million.
+Added: Investment income during the six months ended June 30, 2025 includes interest income of $( 4.6 ) million, increases in the estimated fair value of the Company’s investment in common shares of Hycroft of $( 2.3 ) million, and increases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $( 0.2 ) million.
+Added: Investment income during the six months ended June 30, 2024 included interest income of $( 11.5 ) million, partially offset by decreases in the estimated fair value of the Company’s investment in common shares of Hycroft of $ 0.1 million and decreases in the estimated fair value of the Company’s investment in warrants to purchase common shares of Hycroft of $ 0.2 million.
+Added: (6) Other income during the three months ended June 30, 2025 includes an increase in fair value of the derivative liability for the embedded conversion feature in the Existing Exchangeable Notes of $ 3.9 million and foreign currency transaction gains of $( 23.9 ) million.
+Added: Other income during the three months ended June 30, 2024 included shareholder litigation recoveries of $( 19.1 ) million, foreign currency transaction gains of $( 0.6 )
+Added: million and gains on debt extinguishment of $( 85.3 ) million.
+Added: Other income during the six months ended June 30, 2025 includes a decrease in fair value of the derivative liability of the embedded conversion feature in the Existing Exchangeable Notes of $( 41.2 ) million and foreign currency transaction gains of $( 36.9 ) million.
+Added: Other income during the six months ended June 30, 2024 included 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.
(7) Merger, acquisition and other costs are excluded as they are non-operating in nature.
45 unchanged sentences
On October 30, 2024, the plaintiff filed a notice of appeal in the Delaware Supreme Court.
−Removed: On April 30, 2025, the Delaware Supreme Court heard argument on the appeal and took the matter under advisement.
+Added: On May 8, 2025, the Delaware Supreme Court affirmed the court’s dismissal of the amended complaint.
On May 4, 2023, the Company filed a lawsuit in the Superior Court of the State of Delaware against seventeen insurers participating in its directors & officers insurance program, seeking recovery for losses incurred in connection with its defense and settlement of the Shareholder Litigation, including the Settlement Payment.
3 unchanged sentences
May 4, 2023) (the “Coverage Action”).
−Removed: In the suit, AMC seeks up to $ 80 million in coverage under its Executive and Corporate Securities Liability Insurance Policies sold by the defendants, which provide coverage for the policy period of January 1, 2022, through January 1, 2023 (the “Policies”) in excess of a $ 10 million
−Removed: AMC may have claims for coverage from additional insurers as well, however, those insurers’ policies contain mandatory arbitration provisions, so they have not been included in the Coverage Action.
+Added: In the suit, AMC seeks up to $ 80 million in coverage under its Executive and Corporate Securities Liability Insurance Policies sold by the defendants, which provide coverage for the policy period of January 1, 2022, through January 1, 2023 (the “Policies”) in excess of a $ 10 million deductible.
The primary insurer in the Coverage Action has paid its full $ 5.0 million limit.
3 unchanged sentences
Additionally, the court partially granted the Company’s motion for summary judgment, ruling that the Settlement Payment constituted a covered loss, but that genuine issues of material fact existed for trial regarding whether AMC complied with the consent provisions of the Policies in connection with the Settlement Payment (the “Consent Defense”).
−Removed: Subsequently, pursuant to a joint stipulated order entered by the court on March 9, 2025, the remaining insurer withdrew its Consent Defense (but preserved its Loss Defense for appeal) and on April 9, 2025, the court entered a final judgment in favor of the Company.
+Added: Subsequently, pursuant to a joint stipulated order entered by the court on March 9, 2025, the remaining insurer withdrew its Consent Defense (but preserved its Loss Defense for appeal) and on April 9, 2025, the court entered a final judgment in favor of the Company in the amount of $ 5.0 million plus pre-judgment interest of $ 0.7 million.
+Added: On May 8, 2025, the insurer filed a notice of appeal to the Supreme Court of the State of Delaware.
+Added: AMC also has claims for coverage from additional insurers, however, those insurers’ policies contain mandatory arbitration provisions, so they were not included in the Coverage Action.
+Added: On January 24, 2025, the Company sent a notice of arbitration to the four remaining insurers with mandatory arbitration provisions on the same grounds as the Coverage Action (the “Coverage Arbitration”).
On September 17, 2024, an action captioned A Holdings – B LLC, et al.
GLAS Trust Company LLC , Index No.
−Removed: 654878/2024 (the “Noteholder Action”), was filed in the Supreme Court of the State of New York.
−Removed: 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 (as defined herein), in connection with the Refinancing Transactions announced by AMC on July 22, 2024.
−Removed: 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.
−Removed: An unfavorable outcome, in which it is determined that the Company breached, as claimed, the Intercreditor Agreement, would permit noteholders 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 noteholders to accelerate the Existing First Lien Notes, which could in turn result in the acceleration of the Company’s other outstanding debt.
−Removed: 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.
−Removed: We intend to vigorously defend against any claims made in the Noteholder Action.
−Removed: On November 20, 2024, the Company filed a motion to dismiss the complaint, which is fully briefed and scheduled for oral argument on June 26, 2025.
+Added: 654878/2024 (the “Intercreditor Litigation”), was filed in the Supreme Court of the State of New York.
+Added: The Intercreditor Litigation was filed by an ad hoc group of holders of the Company’s 7.500% Senior Secured Notes due 2029 (the “Existing 7.5% 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 (as defined herein), in connection with the refinancing transactions announced by AMC on July 22, 2024 (the
+Added: “2024 Refinancing Transactions”).
+Added: Plaintiffs alleged 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 7.5% Notes free of such liens and eliminating the Existing 7.5% Notes’ priority in certain other collateral in connection with the 2024 Refinancing Transactions.
+Added: On November 20, 2024, the Company filed a motion to dismiss the complaint, which was fully briefed and scheduled for oral argument on August 25, 2025.
+Added: On July 25, 2025, following the effectiveness of the 2025 Refinancing Transactions (as defined herein), the parties to the Intercreditor Litigation filed a stipulation of discontinuance with prejudice in the Intercreditor Litigation.
+Added: On July 29, 2025, the court issued a decision and order discontinuing the action and dismissing the complaint in the Intercreditor Litigation with prejudice and without costs.
+Added: See Note 13—Subsequent Events for additional details.
NOTE 12—LOSS PER SHARE
Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding.
−Removed: Diluted 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.
−Removed: Diluted loss per share is computed using the treasury stock method for the RSUs and PSUs and the if-converted method for the Exchangeable Notes.
+Added: Diluted 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 Existing Exchangeable Notes, if dilutive.
+Added: Diluted loss per share is computed using the treasury stock method for the RSUs and PSUs and the if-converted method for the Existing Exchangeable Notes.
The following table sets forth the computation of basic and diluted loss per common share:
Three Months Ended
+Added: Six Months Ended
(In millions)
−Removed: March 31, 2025
−Removed: March 31, 2024
+Added: June 30, 2025
+Added: June 30, 2024
+Added: June 30, 2025
+Added: June 30, 2024
Net loss for basic and diluted loss per share
3 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 loss per share.
−Removed: Unvested RSUs of 4,560,303 for the three months ended March 31, 2025 were not included in the computation of diluted loss per share because the RSUs would be anti-dilutive.
−Removed: Unvested RSUs of 271,738 for the three months ended March 31, 2024 were not included in the computation of diluted loss per share because the RSUs would be anti-
+Added: Unvested RSUs of 4,560,303 for each of the three and six months ended June 30, 2025, were not included in the computation of diluted loss per share because the RSUs would be anti-dilutive.
+Added: 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 loss per share because the RSUs would be anti-dilutive.
Unvested PSUs are subject to performance conditions and are included in diluted 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 2,093,154 at certain performance targets for the three months ended March 31, 2025 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.
−Removed: Unvested PSUs of 149,080 at certain performance targets for the three months ended March 31, 2024 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.
−Removed: The Company has excluded approximately 85.2 million shares issuable upon conversion of the Exchangeable Notes and related Exchange Adjustment Consideration from the computation of diluted loss per share for the three months ended March 31, 2025 because the issuable shares would be anti-dilutive.
+Added: Unvested PSUs of 2,201,477 at certain performance targets for each of the three and six months ended June 30, 2025, 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 918,340 at certain performance targets for each of the three and six months ended June 30, 2024, 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 88.7 million shares issuable upon conversion of the Existing Exchangeable Notes from the computation of diluted loss per share for each of the three and six months ended June 30, 2025 because the issuable shares would be anti-dilutive.
NOTE 13 —SUBSEQUENT EVENTS
−Removed: NCM Bankruptcy .
−Removed: On April 11, 2023, National CineMedia, LLC (“NCM”) filed a petition under Chapter 11 of the U.S.
−Removed: Bankruptcy Code in the Southern District of Texas.
−Removed: The Chapter 11 plan of reorganization became effective on August 7, 2023 (the “Plan”).
−Removed: The Company appealed certain terms of the Plan and rulings of the bankruptcy court with the United States District Court for the Southern District of Texas, which affirmed the rulings of the bankruptcy court, and subsequently with the United States Court of Appeals for the Fifth Circuit.
−Removed: On April 17, 2025, NCM and the Company reached an agreement to, among other things, dismiss with prejudice the ongoing litigation between the parties.
+Added: Transaction Support Agreement
+Added: On July 1, 2025, the Company and Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”), entered into a Transaction Support Agreement (the “Transaction Support Agreement”) providing for a series of refinancing transactions (the “2025 Refinancing Transactions”).
+Added: The creditors party to the Transaction Support Agreement include certain holders of the Company’s Existing 7.5% Notes (the “Consenting 7.5% Noteholders”), certain holders of the Existing Exchangeable Notes, (the “Consenting Exchangeable Noteholders”) and certain lenders of the Company’s term loans outstanding under its credit agreement (the “Credit Agreement”, and any such consenting lenders, the “Consenting Term Loan Lenders” together with the Consenting 7.5% Noteholders and Consenting Exchangeable Noteholders, the “Consenting Parties”).
+Added: On July 1, 2025, the Consenting Exchangeable Noteholders exchanged initially $ 143.0 million aggregate principal amount of Existing Exchangeable Notes held by the Consenting Exchangeable Noteholders for 79,800,000 shares of Common Stock, which were reserved or authorized to be exchanged for the Existing Exchangeable Notes held by such holders.
+Added: On July 24, 2025 (the “Closing Date”), the Company and Muvico completed the 2025 Refinancing Transactions as contemplated by the Transaction Support Agreement.
+Added: In connection with the 2025 Refinancing Transactions, on the Closing Date:
+Added: ● The Consenting 7.5% Noteholders (i) provided approximately $ 244.4 million of gross proceeds of incremental, new money financing and (ii) exchanged $ 590.0 million aggregate principal amount of Existing 7.5% Notes held by the Consenting 7.5% Noteholders on a dollar-for-dollar basis for a total of $ 857.0 million aggregate principal amount of new Senior Secured Notes due 2029 (the “New 2029 Notes”).
+Added: ● The Consenting Exchangeable Noteholders exchanged approximately $ 194.4 million aggregate principal amount of the remaining Existing Exchangeable Notes held by the Consenting Exchangeable Noteholders, on a dollar-for-dollar basis, for new Senior Secured Exchangeable Notes due 2030 issued by Muvico (the “New Exchangeable Notes”).
+Added: The principal amount of New Exchangeable Notes held by the Consenting Exchangeable Noteholders is subject to potential downward adjustment, depending on the trading price of the Company’s Common Stock for a period following the initial exchange.
+Added: The Company has also agreed to pay certain transaction fees, subject to certain conditions described in the Transaction Support Agreement, either in the form of Common Stock or as additional New Exchangeable Notes.
+Added: ● The Consenting Term Loan Lenders and certain other lenders party to the Credit Agreement (which constituted the “Required Lenders” as defined in the Credit Agreement), the Company, Muvico and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent under the Credit Agreement, entered into an amendment to the Credit Agreement permitting the 2025 Refinancing Transactions.
+Added: The Consenting Term Loan Lenders were paid consent fees of approximately $ 22.3 million.
+Added: ● The Company and the Consenting Parties entered into a settlement and mutual release agreement with respect to the 2025 Refinancing Transactions, pursuant to which the parties have agreed that they will not directly or indirectly take any action in furtherance of the Intercreditor Litigation and to dismiss with prejudice any claims with respect to the Intercreditor Litigation.
+Added: The following sections provide summaries of the key terms and provisions of the New 2029 Notes Indenture (as defined herein), the New Exchangeable Notes Indenture (as defined herein), and the Credit Agreement Amendment (as defined herein).
+Added: New 2029 Notes Indenture
+Added: Interest, Guarantees and Security
+Added: The New 2029 Notes were issued pursuant to an indenture (the “New 2029 Notes Indenture”), dated as of the Closing Date, by and among Muvico, as issuer, the Company, as a guarantor, the other guarantors party thereto and CSC Delaware Trust Company, as trustee and as collateral agent (in such capacity, the “New 2029 Notes Collateral Agent”).
+Added: The New 2029 Notes will bear interest at a rate per annum equal to the Applicable Rate (as defined in the New 2029 Notes Indenture), payable semi-annually in arrears in cash and, to the extent required, in payment-in-kind (“PIK”) interest on June 15 and December 15 of each year, beginning on December 15, 2025.
+Added: The New 2029 Notes will mature on February 19, 2029, unless redeemed in full prior to such maturity date, pursuant to the terms contained in the New 2029 Notes Indenture.
+Added: If, by December 10, 2025, the Company has not obtained the necessary shareholder approvals required to issue the Company’s Common Stock underlying the New Exchangeable Notes (the “Required Shareholder Approval”), the interest rate per annum payable with respect to the New 2029 Notes will increase by either 1.00 % cash interest or 2.00 % PIK interest, as determined by the Company in its sole discretion (the “Additional Rate”).
+Added: The Additional Rate will (i) go into effect concurrent with any rate adjustment to the New Exchangeable Notes and (ii) remain in force for any duration of time in which the New Exchangeable Notes remain outstanding and are not exchangeable.
+Added: Muvico’s obligations under the New 2029 Notes are fully and unconditionally guaranteed on a joint and several basis by the Company and each of the Company’s subsidiaries that guarantee the Company’s and Muvico’s obligations under the Credit Agreement, and all of the Company’s future subsidiaries that guarantee the Company’s or any of the Company’s subsidiaries other material indebtedness, including under the Credit Agreement.
+Added: The New 2029 Notes are secured (a) on a first lien priority basis on the assets of the Company and the guarantors under the indenture governing the Company’s Existing 7.5% Notes (the “Existing 7.5% Notes Indenture”) (such guarantors, collectively, the “AMC Group Guarantors”), pari passu with the liens securing the term loans under the Credit Agreement, and, other than with respect to any turnover in favor of the Credit Agreement by the Existing Exchangeable Notes, the Existing Exchangeable Notes, and (b) on a 1.5 lien priority basis on the assets of Muvico, Centertainment Development, LLC (“Centertainment”), and their guarantor subsidiaries under the Existing Exchangeable Notes Indenture and AMC Theatres of UK Limited (together with Centertainment and such guarantor subsidiaries, collectively, the “Muvico Group Guarantors”;
+Added: the Muvico Group Guarantors, together with the AMC Group Guarantors, collectively, the “Existing Guarantors”), which lien will only be junior to the liens securing the term loans under the Credit Agreement and the New Exchangeable Notes and senior to the liens securing any other funded debt of Muvico, including, but not limited to, the Existing Exchangeable Notes.
+Added: Covenants and Events of Default
+Added: The New 2029 Notes Indenture contains covenants that limit the ability of Muvico, the Company and its subsidiaries 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 important limitations and exceptions.
+Added: The New 2029 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 New 2029 Notes to be due and payable immediately.
+Added: New Exchangeable Notes Indenture
+Added: Interest, Guarantees and Security
+Added: The New Exchangeable Notes were issued pursuant to an indenture (the “New Exchangeable Notes Indenture”), dated as of the Closing Date, by and among Muvico, as issuer, the Company, as a guarantor, the other guarantors party thereto and GLAS Trust Company LLC, as trustee and as collateral agent (in such capacity, the “New Exchangeable Notes Collateral Agent”).
+Added: The New Exchangeable Notes will initially bear interest at a rate per annum of 6.00 % cash interest and 2.00 % PIK interest, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15,
+Added: provided that so long as the Required Shareholder Approval has been obtained on or before December 10, 2025 (the “Interest Adjustment Date”), the interest rate will be decreased, from and after the Interest Adjustment Date, to 1.50 % cash interest (and no PIK interest) per annum.
+Added: In the event that receipt of the Required Shareholder Approval does not occur prior to the Interest Adjustment Date, the interest rate on the New Exchangeable Notes will be increased, from and after the Interest Adjustment date, to 9.50 % cash interest and 3.50 % PIK interest per annum (until any later date on which such Required Shareholder Approval is obtained, from and after which the interest rate will be decreased to 1.50 % cash interest (and no PIK interest) per annum).
+Added: The New 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 New Exchangeable Notes Indenture.
+Added: Muvico’s obligations under the New Exchangeable Notes are fully and unconditionally guaranteed on a joint and several basis by the Company and the Company’s subsidiaries that guarantee the Company and Muvico’s obligations under the Credit Agreement, and all of the Company’s future subsidiaries that guarantee the Company’s other material indebtedness, including under the Credit Agreement.
+Added: The New Exchangeable Notes are secured (a) on a first lien priority basis on the assets of the Company and the guarantors under the Existing 7.5% Notes Indenture, pari passu with the liens securing the term loans under the Credit Agreement, the Existing Exchangeable Notes, the New 2029 Notes and the remaining Existing 7.5% Notes, subject to the Intercreditor Agreement, and will be subject to the same turnover provisions as the Existing Exchangeable Notes for the benefit of the term loans under the Credit Agreement and (b) on a 1.25 lien priority basis on the assets of Muvico, Centertainment and their guarantor subsidiaries under the Existing Exchangeable Notes Indenture and AMC Theatres of UK Limited, which lien will only be junior to the liens securing the term loans under the Credit Agreement and senior to the liens securing the New 2029 Notes and the liens securing any other funded debt of Muvico, including, but not limited to, the Existing Exchangeable Notes.
+Added: Exchange Mechanics;
+Added: Fundamental Change;
+Added: Prior to a Required Shareholder Approval, the New Exchangeable Notes are not exchangeable into Common Stock.
+Added: Following the Required Shareholder Approval, the New Exchangeable Notes will be exchangeable, at the option of the holders thereof, into Common Stock at a stock price (the “Exchange Price”) calculated based on a formula described in the New Exchangeable Notes Indenture.
+Added: Under the terms of the New Exchangeable Notes Indenture, the Company has also agreed that for a period of six months following the Required Shareholder Approval, the Company will not engage in at-the-market offerings that exceed the lesser of 25,000,000 aggregate shares of Common Stock or $ 50,000,000 in aggregate net proceeds raised through such at-the-market offerings;
+Added: provided, however, that if either (i) the share price of the Common Stock exceeds 200 % of the Soft Call Trigger Price (as defined in the New Exchangeable Notes Indenture) at any time, determined based on the average of the Daily VWAPs (as defined in the New Exchangeable Notes Indenture) for any period of two consecutive Trading Days or (ii) at least 100,000,000 shares of Common Stock have traded above 200 % of the Soft Call Trigger Price, then, in either case, all such restrictions with respect to the Company’s ability to engage in at-the-market offerings will no longer apply, so long as any Common Stock sold in any such offering is sold at a price no less than 200 % of the Soft Call Trigger Price.
+Added: At any time from and after the date that is one business day following the date on which the Exchange Price has been initially determined until the close of business on the second Trading Day immediately preceding the maturity date of the New Exchangeable Notes, each holder of the New Exchangeable Notes will have the right, at its option, to surrender for exchange all or a portion of its New Exchangeable Notes at the Exchange Rate for Common Stock based on the applicable Exchange Rate (as defined in the New Exchangeable Notes Indenture) then in effect.
+Added: During such period, Muvico will have the right, at its election, to redeem all (but not less than all) of the outstanding New Exchangeable Notes at a price equal to the aggregate principal amount of the New Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP per share of Common Stock exceeds 110 % of the Exchange Price for fifteen consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such New Exchangeable Notes for redemption (a “Soft Call Notice”).
+Added: Any such Soft Call Notice will provide that the applicable redemption of the New Exchangeable Notes will occur on a business day of Muvico’s choosing, not more than ten and not less than five business days after the date of the Soft Call Notice.
+Added: Notwithstanding the foregoing, holders of New Exchangeable Notes will be entitled within two business days of such Soft Call Notice to submit their New Exchangeable Notes for exchange under the terms of the New Exchangeable Notes Indenture.
+Added: In the event that holders of New Exchangeable Notes voluntarily elect to exchange their New Exchangeable Notes, such holders will also be entitled to a make-whole premium (the “Exchange Adjustment Consideration”) equal to (i) prior to July 22, 2027, 21.0 % of the aggregate principal amount of the New Exchangeable Notes being exchanged; (ii) on or after July 22, 2027 and prior to July 22, 2028, 14.0 % of the aggregate principal amount of the New Exchangeable Notes being exchanged;
+Added: (iii) on or after July 22, 2028 and prior to July 22, 2029, 7.0 % of the aggregate principal amount of the New Exchangeable Notes being exchanged;
+Added: and (iv) on or after July 22, 2029, zero .
+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 110 % of the Exchange Price), subject to restrictions under the Credit Agreement, or cash in twelve 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 New Exchangeable Notes Indenture) occur, then holders will have the right to require Muvico to repurchase their New Exchangeable Notes at a cash repurchase price equal to 100 % of the aggregate principal amount of the New 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 New 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 Common Stock.
+Added: Muvico will also be required to mandatorily redeem all of the issued and outstanding New Exchangeable Notes at a purchase price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase in the event that, as of November 17, 2028, the aggregate principal amount outstanding of the Existing 7.5% Notes and New 2029 Notes exceeds an aggregate principal amount of $ 190,000,000 .
+Added: Covenants and Events of Default
+Added: The New Exchangeable Notes Indenture contains covenants that limit the ability of Centertainment and Muvico and their future respective subsidiaries 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 important limitations and exceptions.
+Added: The New Exchangeable Notes Indenture also incorporates the other restrictive covenants contained in the New 2029 Notes Indenture.
+Added: The New 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 New Exchangeable Notes to be due and payable immediately.
+Added: Additional New Exchangeable Notes
+Added: The New Exchangeable Notes Indenture provides that in the event that the Required Shareholder Approval is not obtained within 180 days of the Closing Date, Muvico will promptly issue $ 15.0 million aggregate principal amount of additional New Exchangeable Notes to the holders of the New Exchangeable Notes, pro rata based on the percentage of outstanding New Exchangeable Notes held by each such holder as of the Closing Date and rounded to the nearest $1.00 increment.
+Added: Credit Agreement Amendment
+Added: On the Closing Date, the Company entered into that certain First Amendment to Credit Agreement (the “Credit Agreement Amendment”), by and among the Company and Muvico, as borrowers, the Existing Guarantors, the lenders party thereto (which constituted the “Required Lenders” as defined in the Credit Agreement) and Wilmington Savings Fund Society, FSB, as administrative agent and as collateral agent, which amends the Credit Agreement.
+Added: Pursuant to the Credit Agreement Amendment, certain covenants were amended to permit the consummation of the Transactions and directed Wilmington Savings Fund Society, FSB, as collateral agent in respect of the existing term loans (in such capacity, the “Credit Agreement Collateral Agent”), to enter into the A&R First Lien/Second Lien Centertainment Group Intercreditor Agreement (as defined below) and the First Lien/Intermediate Lien Intercreditor Agreement (as defined below).
+Added: Intercreditor Agreements
+Added: A&R First Lien/Second Lien Centertainment Group Intercreditor Agreement
+Added: On the Closing Date, the Company, Centertainment, Muvico and the other Existing Guarantors, the Credit Agreement Collateral Agent, the collateral agent for the noteholders of the Existing Exchangeable Notes (the “Existing Exchangeable Notes Collateral Agent”), the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain Amended and Restated First Lien/Second Lien Intercreditor Agreement (the “First Lien/Second Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the Credit Agreement Collateral Agent, the Exchangeable Notes Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.
+Added: Existing First Lien Restricted Group Intercreditor Joinder Agreement
+Added: On the Closing Date, the Company, the AMC Group Guarantors, the Credit Agreement Collateral Agent, in its capacity as controlling collateral agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain Joinder No.
+Added: 5 to the First Lien Intercreditor Agreement (the “Existing First Lien Restricted Group Intercreditor Joinder Agreement”), pursuant to which the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent joined that certain First Lien Intercreditor Agreement, dated as of April 24, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Restricted Group First Lien Intercreditor Agreement”), among the Company, the AMC Group Guarantors, the Credit Agreement Collateral Agent and the other agents party thereto, and became bound by the Existing Restricted Group First Lien Intercreditor Agreement, which governs the relative priorities of the collateral agents party thereto and their respective security interests in the collateral granted by the Company and the AMC Group Guarantors and certain other matters related to the administration of security interests.
+Added: First Lien/Intermediate Lien Centertainment Group Intercreditor Agreement
+Added: On the Closing Date, the Company, Centertainment, Muvico and the other Existing Guarantors, the Credit Agreement Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain First Lien/Intermediate Lien Intercreditor Agreement (the “First Lien/Intermediate Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the Credit Agreement Collateral Agent, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.
+Added: 1.25 Lien/1.5 Lien Centertainment Group Intercreditor Agreement
+Added: On the Closing Date, the Company, Muvico, Centertainment and the other Muvico Group Guarantors, the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent entered into that certain 1.25 Lien/1.5 Lien Intercreditor Agreement (the “1.25 Lien/1.5 Lien Centertainment Group Intercreditor Agreement”) to govern the relative priorities of the security interests of the New Exchangeable Notes Collateral Agent and the New 2029 Notes Collateral Agent in the collateral granted by the Muvico Group Guarantors and certain other matters related to the administration of security interests.
+Added: Supplemental Indentures
+Added: In connection with entering into the Transaction Support Agreement, with the consent of the holders of a majority of the Existing Exchangeable Notes, Muvico entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Company’s Existing Exchangeable Notes, with the guarantors party thereto and the trustee and notes collateral agent thereunder.
+Added: Among other things, the Supplemental Indenture makes amendments to the indenture to permit the 2025 Refinancing Transactions.
+Added: Prior to the 2025 Refinancing Transactions, with the consent of the holders of a majority in aggregate principal amount of the outstanding Existing 7.5% Notes, the Company, the guarantors party thereto and CSC Delaware Trust Company, as trustee and collateral agent, entered into a supplemental indenture (the “Existing 7.5% Notes Supplemental Indenture”) to the Existing 7.5% Notes Indenture.
+Added: Among other things, the Existing 7.5% Notes Supplemental Indenture
+Added: made amendments to the Existing 7.5% Notes Indenture to permit the 2025 Refinancing Transactions.
+Added: Subordinated Note Redemption
+Added: On July 7, 2025, the Company delivered notices of conditional full redemption (the “Notices”) to holders of the Company’s outstanding 5.875 % Senior Subordinated Notes due 2026 (the “Senior Subordinated Notes due 2026”) and 10 %/ 12 % Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes”) (collectively, the “Subordinated Notes”) to redeem the Subordinated Notes in full, in each case, at a redemption price of 100 % of the principal amount of the Subordinated Notes outstanding, plus accrued and unpaid interest to the applicable redemption date (the “Redemptions”).
+Added: On July 28, 2025, the Company used the proceeds from the issuance of the New 2029 Notes to fully redeem the Second Lien Notes and therefore the Second Lien Notes were classified as non-current within the condensed consolidated balance sheet as of June 30, 2025.
+Added: On August 6, 2025, the Company fully redeemed the Senior Subordinated Notes due 2026.
+Added: The Company is evaluating the accounting treatments associated with these refinancing transactions and the analysis of the financial effect is ongoing.
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.