Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On September 23, 2026, AMC Entertainment
Holdings, Inc. (the “Company,” or “AMC”) issued a press release announcing that it priced $2,000 million
aggregate principal amount of 8.875% first lien notes due 2031 (the “Notes”) in a private offering (the
“Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Company also announced that it priced $850 million of first lien term loans (the “New 1L Term Loans”), bearing
interest at SOFR plus 4.50% with an original issue discount of 1.50%, to be incurred under a new term loan facility (the “New 1L Term Loan Facility”).
The maturity date of the New 1L Term Loans is expected to be October 5, 2031. The Offering and the New 1L Term Loan Facility,
together with the Company’s previously announced $1,120 million second lien term loan facility with Deutsche Bank AG New York
Branch (the “New 2L Term Loan Facility” and, together with the New 1L Term Loan Facility, the “New Term Loan
Facilities”), are expected to close on or around October 5, 2026, subject to customary closing conditions. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The Notes and New Term Loan Facilities will be
guaranteed on a senior secured basis by certain of the Company’s existing and future direct or indirect wholly-owned subsidiaries,
including Muvico, LLC (“Muvico”), Odeon Cinemas Group Limited (“OCGL”) and certain subsidiaries of OCGL.
The net proceeds from the Offering, together with
the proceeds from the New Term Loan Facilities, and cash on hand, will be used (i) to fund the tender offer (the “Tender Offer”)
for AMC’s 7.500% Senior Secured Notes due 2029 (the “AMC Secured Notes”), (ii) to fund the redemption on or about February
15, 2027 of any AMC Secured Notes that are not tendered or accepted for purchase in the Tender Offer, (iii) to fund the redemption in
full of Muvico’s Senior Secured Notes due 2029 (the “Muvico 1.5L Notes”), (iv) to repay in full the term loans outstanding
under the Credit Agreement, dated as of July 22, 2024, by and among the Company and Muvico, as borrowers, the lenders party thereto and
Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, (v) to repay in full the term loans outstanding under
the Credit Agreement, dated as of April 17, 2026, by and among Odeon Finco PLC, as borrower, OCGL, the lenders party thereto and U.S.
Bank Trust Company, National Association, as administrative agent and security agent and (vi) to pay related fees, costs, premiums and
expenses.
In connection with the Offering, the Company expects
to deliver a notice of conditional full redemption to holders of the Muvico 1.5L Notes to redeem the Muvico 1.5L Notes in full at a redemption
price equal to 100.000% of the principal amount thereof plus a make-whole premium, plus accrued and unpaid interest, if any, to the applicable
redemption date (the “Redemption”). The Tender Offer is, and the Redemption is expected to be, conditioned upon the consummation
of the Offering and entry into the New Term Loan Facilities and/or other debt financing transactions resulting in aggregate gross proceeds
to the Company, its affiliates and its subsidiaries of at least $3,970 million, contemporaneously with or prior to the applicable settlement
date or redemption date.
The Notes and related guarantees were offered
only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside
the United States, only to non-U.S. investors pursuant to 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 applicable exemption from registration requirements or in a transaction not subject to the registration requirements of
the Securities Act or any state securities laws.
This Current Report on Form 8-K does not constitute
an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation
or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
This Current Report on Form 8-K does not
constitute a notice of redemption of the Muvico 1.5L Notes or the AMC Secured Notes. Information concerning the terms and conditions of
the Redemption will be described in the notice of conditional full redemption to be distributed to holders of the Muvico 1.5L Notes by
the trustee under the indenture governing the Muvico 1.5L Notes. Information concerning the terms and conditions of the Tender Offer is
described in the Offer to Purchase, dated September 21, 2026.