SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.02 Unregistered Sales of Equity Securities.
The information provided in Item 8.01 is incorporated by reference into this Item 3.02. The issuance of Class A common stock of AMC Entertainment Holdings, Inc. (the “Company”) upon the Conversion (as defined below) will be in reliance upon Section 3(a)(9) of the Securities Act of 1933, as amended, as exchanges solely with existing security holders.
Item 8.01 Other Events.
On January 27, 2021, affiliates of Silver Lake Group, L.L.C. (“Silver Lake”) and certain co-investors (collectively, the “Noteholders”) elected to convert (the “Conversion”) all $600.0 million of the Company’s 2.95% Convertible Senior Secured Notes due 2026 into shares of the Company’s Class A common stock at a conversion price of $13.51 per share. The Conversion is expected to settle on January 29, 2021 and will result in the issuance of 44,422,860 shares of the Company’s Class A common stock to the Noteholders. The Conversion will also reduce the Company’s first-lien indebtedness by $600.0 million.
Pursuant to the Stock Repurchase and Cancellation Agreement (the “Stock Repurchase Agreement”) with Wanda Entertainment America, Inc. (“Wanda”), dated as of September 14, 2018, 5,666,000 shares of the Company’s Class B Common Stock held by Wanda will be forfeited and cancelled in connection with the Conversion.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|AMC ENTERTAINMENT HOLDINGS, INC.|
|Date: January 28, 2021||By:||/s/ Sean D. Goodman|
|Sean D. Goodman|
Executive Vice President and Chief Financial Officer