Odeon Finco PLC, Subsidiary of AMC, Announces Closing of Senior Secured Notes Offering


LEAWOOD, Kan.–()–Odeon Finco PLC (the “Issuer”) announced today that it has completed its private offering (the “Offer”) in the aggregate principal amount of $400.0 million of Secured Notes 12.750% Senior Notes due 2027 (the “Notes”), at an issue price of 92.00%.

Odeon used the proceeds of the offering, together with available cash, to fund the full repayment of OCGL’s existing term loan facilities, which had a principal amount of $506 million as of June 30, 2022 (on the basis of the exchange rates on that date) and to pay the related fees, costs, premiums and expenses.

Commenting on the closing of the offer, AMC Chairman and CEO Adam Aron said, “With this transaction, the principal amount of our debt, based on exchange rates as of June 30, 2022, is reduced by $106 million, taking the total principal debt reduction in 2022 to $179 million. In addition, this transaction extends our timelines by four years, from 2023 to 2027. We remain committed to creating value for our stakeholders as we seek new opportunities to strengthen our balance sheet and increase our operational and strategic flexibility as we continue to recover from the impact of the global pandemic.

The Issuer is a direct wholly-owned subsidiary of Odeon Cinemas Group Limited (“OCGL” and, together with its subsidiaries, “Odeon”) and an indirect subsidiary of AMC Entertainment Holdings, Inc. (NYSE: AMC and APE) ( “AMC”). The Notes are secured on a senior secured basis by OCGL and certain subsidiaries of OCGL, and on a standalone unsecured basis by AMC.

Application should be made to the International Stock Exchange Authority Limited (the “Authority”) to list the Notes on the official list (the “Official List”) of the International Stock Exchange (the “Exchange”) and to obtain authorization to be authorized to trade the Notes on the official stock exchange listing.

The Notes and related collateral have been offered only to persons reasonably considered to be qualified institutional purchasers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside of the United States, only to non-Americans. investors in accordance with Regulation S. The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an exemption from applicable registration requirements or in connection with a transaction not subject to the registration requirements of securities law or any state securities law.

In addition, the Notes and associated guarantees have been offered outside the United States, only (i) if they are resident in a member state of the European Economic Area, “accredited investors” within the meaning of Article 2 (e) Regulation 2017/1129/EU as amended (the “Prospectus Regulation”) and any relevant implementing measures in each member state of the European Economic Area and (ii) if they are resident in the United Kingdom, “accredited investors” within the meaning of the Prospectus Regulation as part of national law under the Withdrawal from the European Union Act 2018 (the “UK Prospectus Regulation”).

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and does not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is issued pursuant to Rule 135c of the Securities Act.

This press release is provided for information purposes only and does not and will not constitute an offer to the public or an invitation to the public in connection with an offer within the meaning of the Prospectus Regulations or the UK Prospectus Regulations. The Offer will be made pursuant to an exemption under the Prospectus Regulations and the UK Prospectus Regulations from the requirement to produce a prospectus for offers of securities.

No PRIIPs or UK PRIIPs key information document (KID) to offer or sell the Notes or otherwise make them available to retail investors in the European Economic Area or the United Kingdom, respectively, has been prepared.

About AMC Entertainment Holdings, Inc.

AMC is the largest motion picture exhibition company in the United States, the largest in Europe, and the largest in the world with approximately 950 theaters and 10,600 screens worldwide. AMC has driven innovation in the exhibition industry by: deploying its Signature power reclining seats; provide enhanced food and beverage choices; generate greater customer engagement through its loyalty and subscription programs, website and mobile applications; offering premium large-format experiences and streaming a wide variety of content, including the latest Hollywood releases and independent programming.

Forward-looking statements

This communication includes “forward-looking statements” within the meaning of the federal securities laws. Statements that are not historical facts, including statements about AMC’s beliefs and expectations, are forward-looking statements. In many instances, these forward-looking statements can be identified by the use of words such as “will”, “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipates,” “estimates,” “intends,” “indicates,” “projects,” “goals,” “objectives,” “targets,” “predicts,” “plans,” “seeks,” and variations of such words and similar expressions. Examples of forward-looking statements include statements we make regarding any potential offering, the impact of COVID-19, future footfall levels, the adequacy of our cash flow, compliance with our covenants restrictions and our liquidity. Any forward-looking statement speaks only as of the date on which it is made. Such forward-looking statements may include, among other things, statements relating to AMC’s current expectations regarding the performance of its business, results financial assets, liquidity and capital resources , as well as the impact on its business and financial condition, and the measures taken in response to the COVID-19 virus, and are based on information available at the time the statements are made and/or on the good faith belief of management at that time with respect to future events, and are subject to risks, trends, uncertainties and other facts that could cause actual performance or results to differ materially from those expressed or implied by the statements prospective. These risks and uncertainties include, but are not limited to, the following: risks and uncertainties relating to the adequacy of our existing cash and cash equivalents and our available borrowing capacity to comply with minimum liquidity and financing under our covenants related to borrowings under our revolving credit facility, fund operations and meet obligations, including cash outflows for deferred rent and planned capital expenditures currently and in the next twelve months; the impact of Variant COVID-19 stresses on us, the movie theater industry and the broader economy, including our response to Variant COVID-19 stresses related to the suspension of operations at our theaters, staff reductions and other cost reduction measures and measures to maintain necessary liquidity and increases in expenses related to precautionary measures at our facilities to protect the health and well-being of our customers and employees; the seasonality of our revenues and working capital, which are dependent on the timing of film releases by distributors, such releases being seasonal and resulting in higher attendance and revenues generally occurring during the summer months and the fourth quarter our exercise; the risks and uncertainties associated with our significant indebtedness, including our borrowings and our ability to meet our financial and other commitments; narrowing of exclusive theatrical release windows; certain covenants in agreements that govern our indebtedness may limit our ability to take advantage of certain business opportunities and limit or restrict our ability to pay dividends; risks relating to impairment, including with respect to goodwill and other intangible assets, and movie and other closing costs; risks related to film production and performance; our lack of control over film distributors; intense competition in the geographic areas in which we operate; increased use of alternative methods of film delivery, including premium video on demand or other forms of entertainment; general and international economic, political, regulatory, social and financial conditions, inflation and other risks, including the effects of the United Kingdom’s exit from the European Union; limitations on the availability of capital or poor financial results may prevent us from deploying strategic initiatives; our ability to refinance our indebtedness on terms that are favorable to us or not at all; our ability to optimize our theater circuit through new construction, the transformation of our existing theaters and the strategic closure of underperforming theaters may be subject to unexpected delays and costs; AMC Stubs® A-List may not meet expected revenue projections, which could negatively impact results of operations; and the risk that we may not generate sufficient cash flow to repay our indebtedness, including the note offering contemplated herein.

Additional factors, including developments related to COVID-19, that may cause actual results to differ materially from those described in the forward-looking statements are discussed under “Risk Factors” and elsewhere in our most recent Annual Report on Form 10. -K. and Quarterly Report on Form 10-Q, as well as our other filings with the United States Securities and Exchange Commission (the “SEC”), copies of which may be obtained by visiting our Investor Relations website at ‘address investor.amctheatres.com or the SEC website at www.sec.gov.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Forward-looking statements should not be construed as a guarantee of future performance or results and will not necessarily be precise indications of the times at which or by which such performance or results will be achieved. AMC does not intend and undertakes no obligation to update the information contained herein to reflect future events or circumstances, except as required by applicable law.

Source: AMC Entertainment Holdings, Inc.

Category: Company press release

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