Odeon Finco PLC (the “Issuer”), announced today that it has priced its private offering (the “Offering”) of $400.0 million aggregate principal amount of 12.750% senior secured notes due 2027 (the “Notes”), at an issue price of 92.00%.
Odeon intends to use the proceeds from the Offering, together with cash on hand, to fund the repayment in full of OCGL’s existing term loan facilities (the “Odeon Term Loan Facilities”) with a principal amount of $506 million at June 30, 2022 (based on the currency exchange rates as of such date), and to pay related fees, costs, premiums and expenses.
The Issuer is a wholly-owned direct subsidiary of Odeon Cinemas Group Limited (“OCGL” and, together with its subsidiaries, “Odeon”) and an indirect subsidiary of AMC Entertainment Holdings, Inc. (NYSE: AMC and APE) (“AMC”). The Offering is expected to close on or around October 20, 2022, subject to customary closing conditions. The Notes will be guaranteed on a senior secured basis by OCGL and certain subsidiaries of OCGL, and on an unsecured standalone basis by AMC.
Concurrently with the pricing of the Offering, OCGL issued a notice of prepayment to Kroll Agency Services Limited (formerly known as Lucid Agency Services Limited) as agent under the Odeon Term Loan Facilities, of OCGL’s intention to complete the repayment in full of the Odeon Term Loan Facilities on October 20, 2022.
Application is expected to be made to The International Stock Exchange Authority Limited (the “Authority”) to list the Notes on the Official List (the “Official List”) of the International Stock Exchange (the “Exchange”) and for permission to be granted to deal in the Notes on the Official List of the Exchange.
The Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (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.
Further, the Notes and related guarantees are being offered outside the United States, only to (i) if resident in a Member State of the European Economic Area, “qualified investors” within the meaning of Article 2(e) of Regulation 2017/1129/EU and amendments thereto (the “Prospectus Regulation”) and any relevant implementing measure in each Member State of the European Economic Area and (ii) if resident in the United Kingdom, “qualified investors” within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
This press release is for informational purposes only and does not constitute and shall not, in any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation or the UK Prospectus Regulation. The Offering will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities.
No PRIIPs or UK PRIIPs key information document (KID) for offering or selling the Notes or otherwise making them available to retail investors in the European Economic Area or the United Kingdom, respectively, has been prepared.
About AMC Entertainment Holdings, Inc.
AMC is the largest movie exhibition company in the United States, the largest in Europe and the largest throughout the world with approximately 950 theatres and 10,600 screens across the globe. AMC has propelled innovation in the exhibition industry by: deploying its Signature power-recliner seats; delivering enhanced food and beverage choices; generating greater guest engagement through its loyalty and subscription programs, web site and mobile apps; offering premium large format experiences and playing a wide variety of content including the latest Hollywood releases and independent programming.