AMC Entertainment Holdings Inc.

07/13/2020 | Press release | Distributed by Public on 07/13/2020 04:59

SEC Filing - 13-D

EXPLANATORY NOTE

This Amendment No. 1 (the 'Amendment') is being filed by SLA CM Avatar Holdings, L.P. ('SLA Avatar'), SLA CM GP, L.L.C. ('SLA GP'), SL Alpine Aggregator GP, L.L.C. ('SLA GP LLC'), Silver Lake Alpine Associates, L.P. ('SLAA'), SLAA (GP), L.L.C. ('SLAA GP'), and Silver Lake Group, L.L.C. ('SLG' and, together with SLA Avatar, SLA GP, SLA GP LLC, SLAA and SLAA GP, 'Silver Lake' or the 'Reporting Persons') and amends the statement on Schedule 13D originally filed by the Reporting Persons on May 1, 2020 (the 'Original Schedule 13D', and as amended, the 'Schedule 13D') relating to the Class A common stock, par value $0.01 per share (the 'Class A Common Stock') of AMC Entertainment Holdings, Inc., a Delaware corporation (the 'Issuer') which may be deemed to be beneficially owned by certain of the Reporting Persons by virtue of their direct and indirect beneficial ownership of 2.95% Convertible Senior Notes due 2024 of the Issuer ('Convertible Notes').

The Items below amend the information disclosed under the corresponding Items of the Original Schedule 13D as described below. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Original Schedule 13D.

Item 2.

Identity and Background

The information regarding the managing partners of SLG set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2.

Item 4.

Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 6 to this Amendment is incorporated by reference in its entirety into this Item 4.

Item 5.

Interest in Securities of the Issuer

Item 5(a) - (c) of the Original Schedule 13D is hereby amended and restated as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.

(a) - (b) The Reporting Persons may be deemed to beneficially own 23,746,680 shares of the Issuer's Class A Common Stock, or 31.1% of the Class A Common Stock as calculated pursuant to Rule 13d-3of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), which is based on the 23,746,680 shares of Class A Common Stock which would be received upon conversion of the $450 million aggregate principal amount of Convertible Notes held by SLA Avatar. In addition, SLAA, SLAA GP and SLG may be deemed the beneficial owner over an additional 7,915,560 shares of Class A Common Stock which would be received by Sargas Investment Pte. Ltd., (the 'Syndication Purchaser'), an entity not affiliated with the Reporting Persons, upon conversion of the $150 million aggregate principal amount of Convertible Notes it holds, based on the rights granted to Silver Lake under a note purchase agreement (the 'Syndication Note Purchase Agreement'), as further described below in Item 6 of the Original Schedule 13D. As a result, in the aggregate, SLAA, SLAA GP and SLG may be deemed the beneficial owner over 31,662,240 shares of Class A Common Stock, or 37.6% of the Class A Common Stock as calculated pursuant to Rule 13d-3of the Exchange Act. The shares of Class A Common Stock which would be received upon conversion of the total $600 million aggregate principal amount of Convertible Notes reported herein would equal approximately 23.3% of the total common stock of the Issuer which would be outstanding following such conversion, representing approximately 13.2% of the total voting power of all common stock which would be outstanding following such conversion.

Calculations of beneficial ownership and voting power described herein are based (i) on the current conversion rate of the Convertible Notes of 52.7704 shares of Class A Common Stock which would be delivered upon conversion of each $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $18.95 per share of Class A Common Stock, and (ii) 52,549,593 shares of Class A Common Stock and 51,769,784 shares of Class B common stock of the Issuer outstanding as of June 8, 2020, as set forth in the Issuer's Definitive Proxy Statement, filed on June 10, 2020.

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