AMC Entertainment (AMC) enters into an equity distribution agreement

AMC Entertainment (NYSE: AMC ) revealed:

We have entered into an equity distribution agreement (the “Distribution Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc., B. Riley Securities Inc. and Goldman Sachs & Co. LLC, as our selling agents (“selling agents”), with respect to the shares of our Class A common stock, par value $0.01 (“Class A common stock”) offered by this supplement of the prospectus and accompanying prospectus. Pursuant to the terms of the Distribution Agreement, we, through our selling agents, may from time to time offer and sell our Class A common stock having an aggregate offering price of up to $250,000,000. Selling agents may act as agents on our behalf or purchase shares of our Class A common stock as principal.

Sales, if any, of our Class A common stock under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “to market offers” as defined in Rule 415 under the Securities Act of of 1933, as amended (the “Securities Act”), including sales made directly on or through the New York Stock Exchange (“NYSE”) or another market for our Class A common stock, sales made on or through a market maker, other than on an exchange or otherwise, in transactions negotiated at market prices prevailing at the time of sale or at negotiated prices, through a combination of these methods of sale, or as otherwise agreed with agents of sale. The selling agents may also sell our Class A common stock by any other method permitted by law. We will submit orders to only one (1) sales agent in connection with the sale of shares of our Class A common stock on any given day. Subject to the terms and conditions of the Distribution Agreement, the selling agents will use their commercially reasonable efforts, in accordance with their normal trading and selling practices, to sell on our behalf the designated shares of common stock of Class A. We may instruct the selling agents not to sell any shares of Class A common stock if sales cannot be made at or above the price specified by us in any such instruction.

We may also sell shares of our Class A common stock to selling agents, as principals for their accounts, including block trading, at an agreed price per share of our Class A common stock at the time of sale. If we sell shares of Class A common stock to selling agents, as principals, we will enter into a separate terms agreement with the selling agents and describe the agreement in a separate prospectus supplement or pricing supplement.

We will pay the selling agents compensation of 2.5% of the gross sales price per share of our Class A common stock sold through them as our agents under the Distribution Agreement. In connection with the sale of shares of Class A common stock on our behalf, the selling agents will each be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to the selling agents will be deemed to be the underwriting of commissions or discounts.

Our Class A common stock is listed on the NYSE under the symbol “AMC”. The market prices and trading volume of our shares of Class A common stock have been and may continue to be subject to large fluctuations in response to numerous factors, many of which are beyond our control, which may cause purchasers of our Class A common stock to suffer substantial losses. All references in this prospectus to the number of shares, trading volume and price per share of our Class A common stock have been adjusted to reflect the reverse stock split (as defined herein) that took effect on August 24, 2023, retroactively. basis, unless otherwise noted.

During 2023 and 2024 to date, the market price of our Class A common stock has fluctuated from an intraday low on the NYSE of $3.59 per share on February 6, 2024 to an intraday high on the NYSE of $85.30 on February 28, 2023. The last reported sale price of our Class A common stock on the NYSE on March 27, 2024, was $4.34 per share. During 2023 and 2024 to date, according to the NYSE, the daily trading volume for our Class A common stock ranged from approximately 771,720 to 84,989,600 shares. Extreme fluctuations in the market price and trading volume of our Class A common stock in recent years have been accompanied by reports of strong and atypical retail investor interest, including in social media and online forums. While the market prices of our Class A common stock may respond to developments regarding liquidity, operating performance and prospects and developments regarding our industry, we believe that volatility and our current market prices also reflect market dynamics. and trading unrelated to our core business, or macro or industry fundamentals, and we do not know how long these dynamics will last. Over the past seven business days, the market price of our Class A common stock has fluctuated from a NYSE intraday low of $4.06 on March 26, 2024 to an intraday high of 4, $41 on March 19, 2024. We have not made any disclosures regarding a change in our underlying business during that period. Under these circumstances, we caution you not to invest in our Class A common stock unless you are prepared to face the risk of losing all or a substantial portion of your investment. See “Risk Factors – Risks Related to This Offering.”

Settlement of any sale of our Class A common stock will occur on the second business day (and on or after May 28, 2024, the first business day) after the date on which such sales are made (or one previously as is industry practice for regular trading). There is no agreement that the funds are held in an escrow, trust or similar arrangement. Sales of our Class A common stock as provided in this prospectus supplement will be settled through the facilities of the Depositary Trust Company or by such other means as we and the selling agents may agree.

Investing in our Class A common stock is highly speculative and involves risks. You should carefully read and consider the risk factors contained in this prospectus supplement, our periodic reports, the accompanying prospectus and any other documents we file with the US Securities and Exchange Commission ( “SEC”). See the sections entitled “Risk Factors” below on page S-9, our other filings with the SEC and the accompanying prospectus.

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