New Term Loan Facilities
Interest, Amortization, Guarantees and Security
The New 1L Term Loan Credit Agreement provides for the New 1L Term Loans in an initial aggregate principal amount of $850.0 million and which mature on October 5, 2031. The New 1L Term Loans were issued with an original issue discount of 1.50% and may bear interest at (i) either the Alternate Base Rate (as defined in the New 1L Term Loan Credit Agreement) or Adjusted Term SOFR (as defined in the New 1L Term Loan Credit Agreement) for the applicable interest period plus (ii) the Applicable Rate (as defined in the New 1L Term Loan Credit Agreement) and are subject to amortization of principal, payable in quarterly installments on the last business day of each March, June, September and December (commencing March 31, 2027), equal to 0.25% of the original principal amount of the New 1L Term Loans. The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the New 1L Term Loans is payable at maturity.
The New 2L Term Loan Credit Agreement provides for the New 2L Term Loans in an initial aggregate principal amount of $1,120.0 million and which mature on October 5, 2033. The New 2L Term Loans bear interest at a fixed 11.25% interest rate and were issued with an original issue discount of 1.00%.
The New Term Loans are fully and unconditionally guaranteed by certain of the Company’s existing and future direct or indirect wholly-owned subsidiaries. The New 1L Term Loans are secured on a first-priority basis, on a pari passu basis with the Notes, and the New 2L Term Loans are secured on a second-priority basis with respect to the Notes and the New 1L Term Loans, in each case by substantially the same collateral that secures the Notes, subject to agreed security principles, thresholds, exceptions and permitted liens.
Covenants and Events of Default
Item 1.02 Termination of a Material Definitive Agreement.
Existing Term Loan Facility
On the Closing Date, the Company repaid in full the outstanding term loans under that certain 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 (as amended, the “Existing Term Loan Facility”), with a portion of the net proceeds from the Notes offering and the New Term Loan Facilities.
Odeon Term Loan Facility On the Closing Date, Odeon Finco PLC (“Odeon Finco”), a wholly-owned indirect subsidiary of the Company, repaid in full the outstanding term loans under that certain credit agreement, dated as of April 17, 2026, by and among Odeon Finco, as borrower, Odeon Cinemas Group Limited, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent (the “Odeon Term Loan Facility”), with a portion of the net proceeds from the Notes offering and the New Term Loan Facilities, and the Odeon Term Loan Facility was terminated.
AMC Secured Notes Indenture and Muvico 1.5L
Notes Indenture The information set forth in Item 8.01 of this Current Report on Form 8-K under the headings “Settlement of Tender Offer for AMC Secured Notes; Satisfaction and Discharge of the AMC Secured Notes Indenture” and “Redemption of Muvico 1.5L Notes; Satisfaction and Discharge of the Muvico 1.5L Notes Indenture”
Item 8.01 Other Events.
Settlement of Tender Offer for AMC Secured Notes; Satisfaction and Discharge of the AMC Secured Notes Indenture
On the Closing Date, the Company settled its previously announced cash tender offer (the “Tender Offer”) for any and all of the Company’s outstanding 7.500% Senior Secured Notes due 2029 (the “AMC Secured Notes”). $355,515,000 aggregate principal amount of AMC Secured Notes were validly tendered and accepted for purchase in the Tender Offer.
The Company also satisfied and discharged the indenture governing the AMC Secured Notes (the “AMC Secured Notes Indenture”) by irrevocably depositing with CSC Delaware Trust Company (as successor to U.S. Bank Trust Company, National Association), the trustee under the AMC Secured Notes Indenture, non-callable U.S. government securities sufficient to pay the redemption price of the remaining aggregate principal amount of AMC Secured Notes not tendered in the Tender Offer. Such remaining AMC Secured Notes will be redeemed on or about February 15, 2027 at a redemption price of 100.000% of the principal amount thereof plus accrued and unpaid interest to the redemption date.
Redemption of Muvico 1.5L Notes; Satisfaction and Discharge of the Muvico 1.5L Notes Indenture
On the Closing Date, the Company redeemed in full all $903.4 million aggregate principal amount of Muvico’s Senior Secured Notes due 2029 (the “Muvico 1.5L Notes”) at a redemption price equal to 100.000% of the principal amount thereof plus a make-whole premium of $144.3 million plus accrued and unpaid interest thereon to the redemption date, and the indenture governing the Muvico 1.5L Notes was satisfied and discharged.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
THE CLOSING OF FIRST LIEN NOTES OFFERING AND NEW TERM LOAN FACILITIES TOTALING A $3.97 BILLION REFINANCING OF EXISTING DEBT
Debt Maturities Extended to 2031 and 2033
LEAWOOD, KANSAS – October 5, 2026: AMC Entertainment Holdings, Inc. (NYSE: AMC) (the ”Company” or ”AMC”) announced today that it has successfully completed its previously announced refinancing of $3.97 billion of its existing debt, including the offering of $2,000 million aggregate principal amount of first lien notes due 2031 (the ”Notes”) in a private offering (the ”Offering”), borrowing of a new $850 million first lien term loan facility (the ”New 1L Term Loan Facility”) and a new second lien term loan facility provided by Deutsche Bank Special Situations Group in an aggregate principal amount of $1,120 million (the ”New 2L Term Loan Facility” and together with the New 1L Term Loan Facility, the ”New Term Loan Facilities”).
The Notes and New Term Loan Facilities are 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, have been and will be used to (i) fund the previously announced tender offer (the ”Tender Offer”) of the Company’s outstanding 7.500% Senior Secured Notes due 2029 (the ”AMC Secured Notes”) which settled concurrently with the Offering, (ii) fund the redemption (the ”Redemption”) on or about February 15, 2027 of any AMC Secured Notes that were not tendered or accepted for purchase in the Tender Offer, (iii) fund the previously announced redemption in full of Muvico’s $903.4 million aggregate principal amount of Senior Secured Notes due 2029, (iv) repay in full the Company’s existing term loan facility, (v) repay in full the existing term loan facility of Odeon Finco PLC, a wholly-owned direct subsidiary of OCGL and an indirect subsidiary of AMC, and (vi) pay related fees, costs, premiums and expenses in connection with such transactions.