AMC holders agree to waive change-of-control offer for 8¾%, 9¾% notes

By Susanna Moon

Chicago, June 22 - AMC Entertainment Inc. said it received the needed consents to waive the change-of-control offers under its 8¾% senior notes due 2019 and its 9¾% senior subordinated notes due 2020.

The consent solicitations ended at 5 p.m. ET on June 21. They began June 13.

The company executed a supplemental indenture to the notes after securing consents from a majority of holders under the offers. The supplemental indenture will become operative on the settlement date just before the closing of the acquisition, according to a company press release.

The offers were in connection with the planned acquisition of the company by Dalian Wanda Group Co., Ltd., which constitutes a change of control under the note indentures.

Holders who delivered consents by the offer deadline will be eligible to receive a fee of $2.50 per $1,000 principal amount. Holders must be of record on June 12.

The company also sought to amend the notes to reflect the change in ownership by adding Wanda and its affiliates to the definition of permitted holder under the notes.

The offer is conditioned on the company receiving the enough consents to amend the notes, which has been satisfied, and completion of the acquisition.

As noted before, if the acquisition goes through, the company said it planned to retire or redeem all of its outstanding 8% senior subordinated notes due 2014 at par immediately after closing, using a combination of cash on hand and funds contributed by Wanda.

Wanda has obtained financing commitments that are sufficient to finance the acquisition if any debt needs to be prepaid or repurchased as a result of the change of control, a previous release noted.

AMC said it would either need to amend its senior secured credit facility to permit the change of control through its purchase by Wanda or refinance the debt in full, as reported on May 21 by Prospect News.

Wanda provided financing commitments to AMC to fully finance the deal, and AMC will not be an obligor of any of that debt.

Under the agreement, AMC is being acquired for about $2.6 billion.

Citigroup Global Markets Inc. (attn: liability management group, 800 588-3745 or collect 212 723-6106) and J.P. Morgan Securities LLC (attn: liability management group, 800 245-8812 or collect 212 270-1200) are the solicitation agents. Global Bondholder Services Corp. (866 804-2200 or collect 212 430-3774) is the information and tabulation agent.

AMC is a Kansas City, Mo.-based movie exhibitor.

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