AMC Entertainment (AMC) Enters $250M ATM Agreement

On March 28, 2024, AMC Entertainment (NYSE: AMC) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc., B. Riley Securities, Inc. and Goldman Sachs & Co. LLC as sales agents (each, a “Sales Agent” and collectively, the “Sales Agents”), to sell shares of Class A common stock, par value $0.01 per share, of the Company (the “Common Stock”), from time to time, having an aggregate offering price of $250,000,000, through an “at-the-market” offering program

Subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents will use reasonable efforts consistent with their normal trading and sales practices, applicable law and regulations, and the rules of the New York Stock Exchange to sell the Common Stock from time to time based upon the Company’s instructions for the sales, including any price, time or size limits specified by the Company.

Each Sales Agent will receive compensation of up to 2.5% of the gross sales price of the Common Stock sold through it as a Sales Agent under the Equity Distribution Agreement, and the Company has agreed to reimburse the Sales Agents for certain specified expenses. The Company has also agreed to provide the Sales Agents with customary indemnification and contribution rights. The Company is not obligated to sell any Common Stock under the Equity Distribution Agreement and may at any time suspend solicitation and offers under the Equity Distribution Agreement. The Equity Distribution Agreement may be terminated by the Company at any time by giving written notice to the Sales Agents for any reason or by each Sales Agent at any time, with respect to such Sales Agent only, by giving written notice to the Company for any reason.

The Company intends to use the net proceeds, if any, from the sale of the Common Stock pursuant to the Equity Distribution Agreement to bolster liquidity, to repay, refinance, redeem or repurchase its existing indebtedness (including expenses, accrued interest and premium, if any) and for general corporate purposes. Among other reasons, the offering is being conducted to enhance the Company’s liquidity in light of the low first quarter box office, resulting in part as previously disclosed from the Writers Guild of America strike and the Screen Actors Guild-American Federation of Television and Radio Artists strike that occurred during 2023, increased seasonal working capital requirements, and the resulting cash burn the Company has experienced.

The Common Stock will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-266536) filed on August 4, 2022 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). The Company filed a prospectus supplement, dated March 28, 2024 (the “ATM Prospectus Supplement”), to the prospectus, dated August 4, 2022, with the SEC in connection with the offer and sale of the Common Stock.

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