AMC ENTERTAINMENT HOLDINGS, INC. : Other Events (form 8-K)

Item 8.01 Other Situations.

On April 2, 2023, AMC Leisure Holdings, Inc. (the “Organization”) entered into
a binding settlement term sheet (the “Settlement Term Sheet”) with the named
plaintiffs (the “Plaintiffs”) in the scenario In re AMC Entertainment Holdings, Inc.
Stockholder Litigation (the “Shareholder Litigation”) to settle the Shareholder
Litigation.

The Settlement Time period Sheet provides that the Plaintiffs and the Corporation will
jointly ask for that the status quo buy in the previously mentioned-referenced scenario (the
“Position Quo Purchase“) be lifted.

If the Standing Quo Buy is lifted, the Business expects to file the amendment to
its Third Amended and Restated Certificate of Incorporation, which was
beforehand accepted by the Firm’s stockholders at the assembly held on March
14, 2023
, to (a) raise the complete amount of licensed shares of the Company’s
Class A prevalent inventory (“Class A typical inventory”) from 524,173,073 to 550,000,000
shares of Class A popular stock (the “Share Improve”) and (b) effectuate a
reverse stock break up at a ratio of one particular share of Class A prevalent stock for every
ten shares of Course A popular inventory (the “Reverse Stock Break up”). The Reverse
Inventory Break up together with the Share Raise will permit the conversion (the
“Conversion”) of the Firm’s AMC Favored Equity Models (“AMC Desired Fairness
Models”) into shares of the Class A typical stock.

Settlement Payment in Course A Frequent Stock

Final settlement of the Shareholder Litigation will be topic to a formal
settlement agreement and formal court docket acceptance. However, in buy to allow for the
Standing Quo Order to be lifted now and permit the Conversion of AMC Most well-liked
Fairness Models into Class A prevalent stock to progress, the Enterprise has agreed to
make a settlement payment to the Plaintiffs’ class in the kind of Class A typical
stock (the “Settlement Payment”). The obligation to make the Settlement Payment
only arises if the Standing Quo Buy has been lifted and the Conversion has taken
location. Topic to these situations, the Business, on behalf of the named
defendants, has agreed, promptly adhering to the Conversion, to make a settlement
payment to the report holders of the Class A popular inventory as of the Settlement
Class Time (as described under). The settlement payment will consist of one particular share
of Class A typical inventory for every single 7.5 shares of Class A typical inventory owned by
these kinds of report holders as of the Settlement Class Time (right after giving effect to the
Reverse Stock Split). Based mostly on 51,919,239 shares of Course A popular inventory
(write-up-Reverse Stock Break up) held by the Plaintiffs’ course as of March 31, 2023,
an combination of 6,922,566 shares of Course A popular inventory would be issued in the
Settlement Payment. With a full estimated 156,260,885 shares of Course A widespread
stock superb quickly following offering influence to the Conversion of AMC
Preferred Equity Units into Class A prevalent stock (article-Reverse Stock Split and
Conversion, primarily based on AMC Preferred Fairness Models exceptional as of March 31,
2023
) and issuance of the Settlement Payment, the shares issued in the
Settlement Payment would stand for close to 4.4% of the excellent Course A
prevalent stock on a pro forma basis. The “Settlement Class Time” means the time at
which the Reverse Stock Break up is powerful (and immediately after giving impact to the
Reverse Inventory Split).

No fractional shares of Class A popular inventory will be issued as component of the
Settlement Payment. In lieu of any fractional share of Course A Frequent Stock that
a registered holder would in any other case be entitled to get as a result of the
Settlement Payment, the Organization will prepare for the disposition of fractional
passions by causing its transfer agent to (i) mixture and market this sort of
fractional passions and (ii) allocate and distribute the internet proceeds from this sort of
sale among the holders of fractional passions as their respective pursuits
appear on the information publications of the Company. On the other hand, in the case of advantageous
holders who maintain as a result of banking companies, brokers or nominees, these financial institutions, brokers or
other nominees may have unique methods for processing the Settlement
Payment and managing fractional shares. If a stockholder holds shares of Class A
typical inventory with a bank, broker or other nominee and has any concerns in this
regard, stockholders are inspired to speak to their financial institution, broker or other
nominee.




Envisioned Timeline of Occasions



The Reverse Inventory Split, the Conversion and the Settlement Payment are matter
to the lifting of the Position Quo Order, which calls for court docket approval, which has
not been offered. The Organization will supply a further update with regard to the
anticipated timetable for these occasions as further facts gets to be offered.





Ahead-Seeking Statements


This Current Report on Variety 8-K involves “forward-on the lookout statements” inside of the
indicating of the federal securities regulations, like the harmless harbor provisions of
the Personal Securities Litigation Reform Act of 1995. Forward-wanting statements
may well be identified by the use of words and phrases these kinds of as “may possibly,” “will,” “forecast,”
“estimate,” “challenge,” “intend,” “approach,” “hope,” “must,” “consider” and other
similar expressions that forecast or show upcoming events or developments or that are
not statements of historical matters. These forward-seeking statements are based
only on our present-day beliefs, expectations and assumptions pertaining to the foreseeable future
of our business, long term designs and methods, projections, anticipated activities
and developments, the overall economy and other upcoming circumstances and discuss only as of the
day on which it is designed. Examples of ahead-looking statements incorporate
statements we make pertaining to the lifting of the Status Quo Order, the settlement
payment and effectuating the Share Maximize, Reverse Stock Split and Conversion.
These ahead-wanting statements require acknowledged and unidentified challenges, uncertainties,
assumptions and other things, and are based mostly on information obtainable at the
time the statements are produced and/or management’s excellent faith belief as of that
time with respect to future gatherings, and are issue to pitfalls, trends,
uncertainties and other facts that could bring about actual general performance or effects to
vary materially from these expressed in or recommended by the forward-wanting
statements. Accordingly, you are cautioned not to put undue reliance on these
forward-wanting statements, which communicate only as of the day they are manufactured.
Forward-on the lookout statements really should not be browse as a ensure of upcoming
general performance or success and will not necessarily be accurate indications of the
moments at, or by, which these general performance or benefits will be obtained. For a
specific discussion of hazards, developments and uncertainties going through AMC, see the
segment entitled “Risk Components” in the Firm’s Yearly Report on Form 10-K for
the yr ended December 31, 2022, as filed with the SEC, and the challenges, traits
and uncertainties recognized in the Firm’s other community filings. The Business
does not intend, and undertakes no duty, to update any details contained
herein to replicate potential occasions or situation, except as required by
applicable law.

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