AMC’s four most recent acquisitions were completed and fully funded by AMC from its own resources in 2015, 2016 and early 2017 - AMC does not rely upon and is not expecting to receive any future financing from Dalian Wanda - There are no inter-company loans between AMC and Dalian Wanda
AMC Entertainment Holdings, Inc. (“AMC” or “the Company”), the largest theatrical exhibition company in the U.S., in Europe, and in the world, commented as follows in response to recent speculative media reports that contained some erroneous information regarding AMC, with the aim of adding clarity and factually accurate detail:
Dalian Wanda has never been a source of acquisition funding for AMC. AMC has completed four circuit-wide acquisitions and bought numerous individual theatres since being purchased in 2012 by Dalian Wanda Group Co. Ltd. (“Wanda”), including most recently Starplex Cinemas (“Starplex”) in 2015, ODEON & UCI Cinemas Holdings, Ltd. (“ODEON”) in 2016, Carmike Cinemas, Inc. (“Carmike”) also in 2016 and Nordic Cinema Group Holding AB (“Nordic”) in 2017. At no time was Wanda ever a source of funding for any of these acquisitions or individual theatre purchases. Additional information on the individual acquisitions is provided below.
Mainland China-based banks have never been a source of any funding for AMC. AMC has never received committed financing from any bank headquartered in mainland China for any purpose, including for acquisitions. All committed debt financing for AMC’s three most recent acquisitions were funded by a syndicate of U.S.-based banks with AMC as the borrower without financial guarantees or credit enhancements from Wanda. The fourth acquisition was funded by AMC’s available cash on hand.
Intercompany transactions between AMC and Wanda are de minimis. As previously disclosed on March 10, 2017, on Form 10-K, Wanda routinely reimburses AMC for general administrative and other expense in what are typically immaterial amounts incurred on behalf of Wanda. Total reimbursements of expenses received in the calendar years 2016, 2015 and 2014 respectively from Wanda were $461,000, $738,000 and $1,423,000. Total reimbursements of expenses from Wanda for the twelve-months ending December 31, 2017, are expected to be less than $600,000. Also previously disclosed in the 2016 10-K was Wanda’s capital contribution of $10 million to AMC received during February 2017 (without any increase in Wanda’s economic interest or voting rights in the Company) for one-time payments to certain officer, directors, and other personnel for extraordinary services rendered in connection with merger and acquisition activity in 2016.
Wanda has no special claim to monies generated through AMC’s operations. The only current vehicle for making payments by AMC to Wanda is through the issuance of dividends, which are offered equally on a per share basis to all AMC shareholders. However, AMC does make normal film rental payments some of which indirectly go to Legendary Entertainment, a Wanda affiliate, in conjunction with AMC’s showing films made by Legendary Entertainment and distributed by other studios, on what AMC believes to be arms-length market terms.
Starplex: As previously announced on December 16, 2015, AMC completed its acquisition of Starplex Cinemas. The acquisition was completely funded on December 16, 2015, with AMC’s cash-on-hand. AMC did not receive any financing, guarantees, or credit enhancements from Wanda in conjunction with the acquisition of Starplex. The transaction was approved by the U.S. Department of Justice.
Odeon: As previously announced on November 30, 2016, AMC completed its acquisition of London-based ODEON & UCI Cinemas Holdings Ltd. from private equity firm Terra Firma. The acquisition was completely funded on November 30, 2016, through a combination of AMC’s cash-on-hand, corporate borrowings, and shares of AMC common stock. AMC did not receive any financing, guarantees, or credit enhancements from Wanda in conjunction with the acquisition of ODEON, and all debt was incurred by AMC. The transaction was approved by the European Commission.
Carmike: As previously announced on December 21, 2016, AMC completed its acquisition of Carmike Cinemas, Inc. The acquisition was completely funded on December 21, 2016, through a combination of AMC’s cash-on-hand, corporate borrowings, and shares of AMC common stock. AMC did not receive any financing, guarantees, or credit enhancements from Wanda in conjunction with the acquisition of Carmike, and all debt was incurred by AMC. The transaction was approved by the U.S. Department of Justice.
Nordic: As previously announced on March 28, 2017, AMC completed its acquisition of Stockholm-based Nordic Cinema Group Holding AB from European private equity firm Bridgepoint and Swedish media group Bonnier Holding. The acquisition was completely funded on March 28, 2017, through a combination of AMC’s cash-on-hand and corporate borrowings. AMC did not receive any financing, guarantees, or credit enhancements from Wanda in conjunction with the acquisition of Nordic, and all debt was incurred by AMC. The transaction was approved by the European Commission.
“AMC is an American company run from its Leawood, Kansas, headquarters by our management teams located in the U.S. and Europe,” said Adam Aron, AMC Chief Executive Officer and President. “Our shares are publicly traded on the New York Stock Exchange and our shareholder roster includes some of the biggest U.S.-based institutional investors, as well as Dalian Wanda, which owns a majority of our shares. Wanda has been a terrific shareholder, and we are grateful for Wanda’s support of AMC’s efforts over the past few years to grow our business, to increase our profitability, to sustain some 45,000 U.S. and European jobs for AMC employees, and to improve the movie going experience for our more than 350 million U.S. and European guests each year. Wanda does not actively participate in the day-to-day running of AMC beyond the Board of Directors service of three Wanda executives side-by-side with six American directors on the AMC Board. Accordingly, recent press reports notwithstanding, we greatly look forward to Wanda’s continued support as an AMC shareholder.”
About AMC Entertainment Holdings, Inc.
AMC is the largest movie exhibition company in the U.S., in Europe, and throughout the world with approximately 1,000 theatres and 11,000 screens across the globe. AMC has propelled innovation in the exhibition industry by: deploying more plush power-recliner seats; delivering enhanced food and beverage choices; generating greater guest engagement through its loyalty program, web site, and smart phone apps; offering premium large format experiences; and playing a wide variety of content including the latest Hollywood releases and independent programming. AMC operates among the most productive theatres in the United States’ top markets, having the #1 or #2 market share positions in 22 of the 25 largest metropolitan areas of the United States, including the top three markets (NY, LA, Chicago). Through its Odeon subsidiary AMC operates in 14 European countries and is the # 1 theatre chain in the UK & Ireland, Italy, Spain, Sweden, Finland, and the Baltic States. www.amctheatres.com