CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES | NOTE 8—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows: (In millions) December 31, 2024 December 31, 2023 Secured Debt: Credit Agreement-Term Loans due 2029 (11.356% as of December 31, 2024) $ 2,014.2 $ — 12.75% Odeon Senior Secured Notes due 2027 400.0 400.0 7.5% First Lien Notes due 2029 950.0 950.0 Senior Secured Credit Facility-Term Loan due 2026 (8.474% as of December 31, 2023) — 1,905.0 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 427.6 — Subordinated Debt: 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 131.2 968.9 6.375% Senior Subordinated Notes due 2024 (£4.0 million par value as of December 31, 2023) — 5.1 5.75% Senior Subordinated Notes due 2025 44.1 98.3 5.875% Senior Subordinated Notes due 2026 41.9 51.5 6.125% Senior Subordinated Notes due 2027 125.5 125.5 Total principal amount of corporate borrowings $ 4,134.5 $ 4,504.3 Finance lease liabilities 49.3 55.4 Paid-in-kind interest for 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 1.5 — Deferred financing costs (47.2) (31.1) Net premium (discount) (171.3) 104.2 Derivative liability - Conversion Option 157.6 — Total carrying value of corporate borrowings and finance lease liabilities $ 4,124.4 $ 4,632.8 Less: Current maturities of corporate borrowings (64.2) (25.1) Current maturities of finance lease liabilities (4.4) (5.4) Total noncurrent carrying value of corporate borrowings and finance lease liabilities $ 4,055.8 $ 4,602.3 (1) The following table provides the net premium (discount) amounts of corporate borrowings: December 31, December 31, (In millions) 2024 2023 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 $ 10.9 $ 133.9 Senior Secured Credit Facility-Term Loan due 2026 — (3.3) 12.75% Odeon Senior Secured Notes due 2027 (20.9) (26.4) Credit Agreement-Term Loans due 2029 (43.4) — 6.00%/8.00% Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030 (117.9) — Net premium (discount) $ (171.3) $ 104.2 The following table provides the principal payments required and maturities of corporate borrowings as of December 31, 2024: Principal Amount of Corporate (In millions) Borrowings 2025 64.2 2026 192.9 2027 545.1 2028 19.5 2029 2,885.2 Thereafter 427.6 Total $ 4,134.5 Debt Repurchases and Exchanges The below table summarizes the various cash debt repurchase transactions, debt for equity exchange transactions, and cash and debt for equity exchange transactions that occurred during the year ended December 31, 2024. The debt for equity exchange transactions were treated as early extinguishments of debt. In accordance with ASC 470-50-40-3, the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged. The below table does not include the Refinancing Transactions described further below. Shares of Aggregate Principal Common Stock Reacquisition (Gain)/Loss on Accrued Interest (In millions, except for share data) Repurchased/Exchanged Exchanged Cost Extinguishment Paid/Exchanged Cash debt repurchase transactions: 5.75% Senior Subordinated Notes due 2025 $ 8.9 — $ 8.6 $ (0.3) $ 0.1 Second Lien Notes due 2026 50.0 — 50.5 (4.4) 1.4 Total cash debt repurchase transactions 58.9 — 59.1 (4.7) 1.5 Debt for equity exchange transactions: 5.75% Senior Subordinated Notes due 2025 36.7 9,017,297 39.8 3.2 0.8 Second Lien Notes due 2026 224.1 35,062,835 157.2 (93.1) 8.3 Total debt for equity exchange transactions 260.8 44,080,132 197.0 (89.9) 9.1 Cash and debt for equity exchange transactions: 5.75% Senior Subordinated Notes due 2025 8.6 447,829 8.4 (0.2) 0.1 5.875% Senior Subordinated Notes due 2026 9.6 432,777 8.1 (1.3) 0.2 Second Lien Notes due 2026 45.0 2,693,717 45.5 (4.0) 1.2 Total cash and debt for equity exchange transactions 63.2 3,574,323 62.0 (5.5) 1.5 Total debt repurchases and exchanges $ 382.9 47,654,455 $ 318.1 $ (100.1) $ 12.1 The below table summarizes the various cash debt repurchase and debt for equity exchange transactions during the year ended December 31, 2023, including related party transactions. These transactions were executed at terms equivalent to an arms-length transaction. Shares of Aggregate Principal Common Stock Reacquisition (Gain) on Accrued Interest (In millions, except for share data) Repurchased/Exchanged Exchanged Cost Extinguishment Paid/Exchanged Cash debt repurchase transactions: Related party transactions: Second Lien Notes due 2026 $ 75.9 $ — $ 48.5 $ (40.9) $ 1.1 5.875% Senior Subordinated Notes due 2026 4.1 — 1.7 (2.3) 0.1 Total related party transactions 80.0 — 50.2 (43.2) 1.2 Non-related party transactions: Second Lien Notes due 2026 139.7 — 91.4 (71.3) 4.5 Total non-related party transactions 139.7 — 91.4 (71.3) 4.5 Total cash debt repurchase transactions $ 219.7 $ — $ 141.6 $ (114.5) $ 5.7 Debt for equity exchange transactions: Second Lien Notes due 2026 $ 105.3 14,186,651 91.7 (28.3) 1.2 Total debt repurchases and exchanges $ 325.0 14,186,651 $ 233.3 $ (142.8) $ 6.9 Aggregate Principal Reacquisition (Gain) on Accrued Interest (In millions, except for share data) Repurchased Cost Extinguishment Paid Second Lien Notes due 2026 $ 118.3 $ 68.3 $ (75.0) $ 4.5 6.125% Senior Subordinated Notes due 2027 5.3 1.6 (3.7) — Total debt repurchase transactions $ 123.6 $ 69.9 $ (78.7) $ 4.5 Refinancing Transactions On July 22, 2024 (the “Closing Date”), the Company completed a series of refinancing transactions (the “Refinancing Transactions”) with two creditor groups to refinance and extend to 2029 and 2030 the maturities of approximately $1.6 billion of the Company’s debt previously maturing in 2026. In connection with the refinancing on the Closing Date: ● Holdings and Muvico, LLC, a newly formed indirect wholly-owned subsidiary of Holdings (“Muvico”), entered into that certain credit agreement (the “New Term Loan Credit Agreement”), by and among Holdings and Muvico, each, as a borrower (collectively, the “New Term Loan Borrowers”), the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (in such capacities, the “New Term Loan Agent”) pursuant to which Holdings and Muvico jointly and severally borrowed $ 1.2 billion of new term loans maturing 2029 (the “New Term Loans”). ● The New Term Loans were (i) used as consideration for the open market purchase of $ 1.1 billion of Holdings existing senior secured term loans maturing in 2026 (the “Existing Term Loans”) and (ii) exchanged for $104.2 million of Holdings’ 10% / 12% Cash/PIK Toggle Second Lien Subordinated Secured Notes due 2026 (the “Second Lien Notes”). Under the terms of the New Term Loan Credit Agreement, lenders of remaining Existing Term Loans were entitled to exchange their remaining Existing Term Loans for New Term Loans subject to certain terms and conditions. ● Muvico also completed a private offering for cash of $414.4 million aggregate principal amount of 6.00% / 8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes (the “Exchangeable Notes”), which are guaranteed by Holdings, the existing guarantors under the Existing Term Loans, and the Existing First Lien Notes (as defined herein) (the “Existing Guarantors”) and Centertainment (as defined below) and which are exchangeable into Common Stock on the terms described herein. ● Muvico used the proceeds from the offering of the Exchangeable Notes to repurchase $414.4 million aggregate principal amount of the Second Lien Notes. In connection with the formation of Muvico, among other things: ● Holdings and certain of its subsidiaries transferred certain leases, owned real property and related assets and rights in respect of 175 theatres (the “Transferred Theatres”) to Muvico, along with certain intellectual property, including the AMC brand name (the “Transferred IP”), pursuant to an asset transfer agreement. ● Muvico and Multi-Cinema entered into a management services agreement, pursuant to which Muvico engaged Multi-Cinema to manage and operate the Transferred Theatres and provide certain other management services to Muvico. ● Muvico and Multi-Cinema entered into an intellectual property license, pursuant to which Muvico granted Multi-Cinema a license to use the Transferred IP. Muvico is a direct subsidiary of Centertainment Development, LLC (“Centertainment”). Each of Muvico and Centertainment is an “unrestricted subsidiary” under the Existing First Lien Notes and therefore not subject to various restrictive covenants under the agreements governing such indebtedness. During the third quarter of 2024, Holdings completed follow-on open market repurchases of the Existing Term Loans, and in exchange, issued to such selling holders the New Term Loans pursuant to the New Term Loan Credit Agreement of approximately $793.0 million. As of December 31, 2024, Holdings completed open market purchases of $1,895.0 million aggregate principal amount of its Existing Term Loans and issued $2,024.3 million aggregate principal amount of the New Term Loans. Accordingly, as of such date, Holdings had no remaining aggregate principal amount of the Existing Term Loans outstanding and the loan documents relating to the Existing Term Loans were terminated. The debt repurchases and exchanges for the Second Lien Notes were accounted for as extinguishments and resulted in a loss on extinguishment as follows: (In millions) Amount Fair value of Exchangeable Notes due 2030 $ 293.6 Fair value of Conversion Option 233.4 Fair value of New Term Loans due 2029 104.2 PIK fee paid to Second Lien Lenders 2.3 Cash fee paid to Second Lien Lenders 2.3 Second Lien Notes consideration 635.8 Principal Second Lien Notes 518.6 Premium Second Lien Notes 56.0 Carrying value Second Lien Notes 574.6 Loss on extinguishment of Second Lien Notes $ 61.2 The debt exchanges for the Existing Term Loans were accounted for as modifications and resulted in expense of approximately $42.3 million for costs paid to third parties. See Note 1—The Company and Significant Accounting Policies for additional information about the components of other expense (income) related to the Refinancing Transactions. Exchangeable Notes Carrying value (in millions) as of December 31, 2024: Carrying Value Additional Carrying Value at Issuance on Deferred (Increase) Decrease to as of July 22, 2024 Charges Net Earnings (Loss) December 31, 2024 Principal balance (1) $ 414.4 $ — $ 13.2 $ 427.6 Discount (120.8) — 2.9 (117.9) Debt issuance costs (23.2) (0.7) 0.6 (23.3) Accrued paid-in-kind interest — — 1.5 1.5 Derivative liability 233.4 — (75.8) 157.6 Carrying value $ 503.8 $ (0.7) $ (57.6) $ 445.5 (1) The change in principal balance is due to paid-in-kind interest. On July 22, 2024, Muvico issued $414.4 million aggregate principal amount of its Exchangeable Notes. The Exchangeable Notes will bear interest at a rate of 6.00% per annum, if paid in cash, and 8.00% per annum, if paid in-kind by issuing the Exchangeable Notes (“PIK Notes”) having the same terms and conditions as the Exchangeable Notes (“PIK Interest”) in each case, payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2024. The Exchangeable Notes will mature on April 30, 2030, unless redeemed or exchanged in full prior to such maturity date, pursuant to the terms contained in the Exchangeable Notes Indenture as further discussed below. At the time prior to the close of business on the second Trading Day (as defined in the Exchangeable Notes Indenture) immediately preceding the final maturity date of the Exchangeable Notes, each holder of the Exchangeable Notes shall have the right, at its option, to surrender for exchange all or a portion of its Exchangeable Notes at the Exchange Rate (as defined in the Exchangeable Notes Indenture) for Common Stock. The Exchange Rate is initially set at 176.6379 shares of the Common Stock per $1,000 principal amount of Exchangeable Notes exchanged, which reflects a price of $5.66 per share Common Stock (“Exchange Price”), which price is equal to 113% of the closing price per share of the Common Stock on July 19, 2024. The Exchange Rate is subject to customary adjustments and anti-dilution protections (as provided in the Exchangeable Notes Indenture). At any time prior to the close of business on the second Trading Day immediately preceding the final maturity date of the Exchangeable Notes, Muvico will also have the right, at its election, to redeem all (but not less than all) of the outstanding Exchangeable Notes at a price equal to the aggregate principal amount of the Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP (as defined in the Exchangeable Notes Indenture) per share of Common Stock exceeds 140% of the Exchange Price for fifteen (15) consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such Exchangeable Notes for redemption (a “Soft Call Notice”). Any such Soft Call Notice will provide that the applicable redemption of the Exchangeable Notes will occur on a business day of Muvico’s choosing, not more than ten (10) and not less than five (5) business days after the date of the Soft Call Notice. Notwithstanding the foregoing, holders of Exchangeable Notes will be entitled within two (2) business days of such Soft Call Notice to submit their Exchangeable Notes for exchange under the terms of the Exchangeable Notes Indenture. In the event that holders of Exchangeable Notes voluntarily elect to exchange their Exchangeable Notes, such holders will also be entitled to a make-whole premium (the “Exchange Adjustment Consideration”) equal to (i) prior to the third anniversary of the Issue Date, 18.0% of the aggregate principal amount of the Exchangeable Notes being exchanged; (ii) on or after the third anniversary and prior to the fourth anniversary of the Issue Date, 12.0% of the aggregate principal amount of the Exchangeable Notes being exchanged; and (iii) on or after the fourth anniversary of the Issue Date and prior to the fifth anniversary, 6.0% of the aggregate principal amount of the Exchangeable Notes being exchanged. Muvico, at its option, will be entitled to pay the Exchange Adjustment Consideration in the form of shares of Common Stock (using a modified exchange price equal to 140% of the Exchange Price), subject to restrictions under the New Term Loan Credit Agreement, cash in twelve (12) equal installments over the twelve-month period following the applicable exchange or a combination thereof. If certain corporate events that constitute a Fundamental Change (as defined in the Exchangeable Notes Indenture) occur, then holders will have the right to require Muvico to repurchase their Exchangeable Notes at a cash repurchase price equal to 100% of the aggregate principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date (as defined in the Exchangeable Notes Indenture). The definition of Fundamental Change includes certain business combination transactions involving the Company, stockholder approval of any plan or proposal for the liquidation or dissolution of the Company and certain de-listing events with respect to the Common Stock. Muvico will also be required to mandatorily redeem all of the issued and outstanding Exchangeable Notes at a purchase price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest to, but excluding, the date of purchase in the event that, as of ninety (90) days prior to the maturity date of Holdings’ 7.50% first lien secured notes due 2029 (the “Existing First Lien Notes”), the aggregate principal amount outstanding of the Existing First Lien Notes with a maturity date prior to April 30, 2030 exceeds $190,000,000. The Exchangeable Notes Indenture contains covenants that limit the Centertainment Group Parties’ (as defined below) ability to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter into transactions with its affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) impair the security interest in the collateral. These covenants are subject to a number of limitations and exceptions. The Exchangeable Notes Indenture also incorporates the other restrictive covenants contained in the New Term Loan Credit Agreement. The Exchangeable Notes Indenture also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Exchangeable Notes to be due and payable immediately. The Company analyzed the conversion option and Exchange Adjustment Consideration as one single conversion option (the “Conversion Option”). The Company bifurcated the Conversion Option from the principal balance of the Exchangeable Notes as a derivative liability. The Company bifurcated the Conversion Option as: (i) the economic characteristics of a conversion option embedded in a debt instrument are not clearly and closely related to the economic characteristics and risks of a debt host contract, as stated in ASC 815-15-25-51; (ii) the host debt instrument is not remeasured at fair value but rather, the Exchangeable Notes are measured at amortized cost; and (iii) the Conversion Option does not qualify for derivative scope exception under ASC 815-10-15-74(a). The Conversion Option also includes a make-whole adjustment, the Exchange Adjustment Consideration. The Exchange Adjustment Consideration (i.e., make-whole payment) does not meet the criteria for indexation under ASC 815-40-15-7C because the design of the feature does not meet the time-value scope exception and as a result is accounted for as a derivative. The initial estimated fair value of the Exchangeable Notes of $293.6 million resulted in a discount to the principal balance of $120.8 million and is amortized to interest expense over the term of the Exchangeable Notes. The Company also recorded deferred debt issuance costs of approximately $23.9 million related to the issuance of the Exchangeable Notes and will amortize those costs to interest expense following the effective interest method over the term of the Exchangeable Notes. The Exchangeable Notes have an effective rate of 15.12%. The Company recorded interest expense for the period from July 22, 2024 to December 31, 2024 of $18.2 million. The derivative liability is remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations as other expense or income. See Note 12–Fair Value Measurements for a discussion of the valuation methodologies. The principal balance exceeded the if-converted value of the Exchangeable Notes (including the Exchange Adjustment Consideration paid in shares) by approximately $88.3 million as of December 31, 2024 based on the closing price per share of our common stock of $3.98 per share. New Term Loans due 2029. The New Term Loans mature on January 4, 2029 (or, if at least $190,000,000 remains outstanding of the (i) Existing First Lien Notes or (ii) any indebtedness in respect of any modification, refunding, replacement, substitution, restructuring or other refinancing of the Existing First Lien Notes on or prior to October 5, 2028, then October 5, 2028). The New Term Loans are subject to amortization of principal, payable in quarterly installments on the last business day of each fiscal quarter, commencing on September 30, 2024, equal to 1.00% per annum. The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the New Term Loans is payable at maturity. The New Term Loans bear interest, at the option of the New Term Loan Borrowers, at rates equal to either (i) a base rate plus a margin of between 500 and 600 basis points depending on the total leverage ratio of the Company on a consolidated basis (the “Total Leverage Ratio”) or (ii) Term SOFR plus a margin of between 600 and 700 basis points depending on the Total Leverage Ratio. Until the delivery under the New Term Loan Credit Agreement of the financial statements for the first full fiscal quarter ending after the Closing Date, the New Term Loans bear interest, at the option of New Term Loan Borrowers, at either (a) the base rate plus a margin of 600 basis points or (b) Term SOFR plus a margin of 700 basis points. The New Term Loans are guaranteed, subject to limited exceptions, by Centertainment and the future subsidiaries of Centertainment and Muvico (collectively with Muvico, the “Centertainment Group Parties”) and the Existing Guarantors, and are secured by liens on substantially all of the tangible and intangible assets owned by the Company, in each case, subject to limited exceptions set forth in the New Term Loan Credit Agreement. The New Term Loan Credit Agreement contains covenants that limit the Company’s ability to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter into transactions with its affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) maintain cash in the accounts of the Company (other than the Centertainment Group Parties). These covenants are subject to a number of limitations and exceptions. The New Term Loan Credit Agreement also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding New Term Loans to become immediately due and payable. Unamortized discounts and deferred charges related to the Existing Term Loans of $6.5 million and fees paid to Existing Term Loan lenders of $45.7 million were recorded as deferred charges related to the New Term Loans and the Company will amortize those costs to interest expense following the effective interest method over the term of the New Term Loans. Senior Secured Credit Facilities. On June 23, 2023, Holdings and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the thirteenth amendment to the Credit Agreement (the “Thirteenth Amendment”), pursuant to which LIBOR, the benchmark rate upon which certain loans, commitments and/or other extensions of credit under the Credit Agreement incur interest, fees or other amounts, was replaced with Term SOFR, a benchmark rate reported by the CME Group Benchmark Administration Limited that is based on the secured overnight financing rate. Term SOFR under the Credit Agreement is subject to a credit spread adjustment equal to 0.11448% per annum, 0.26161% per annum, and 0.42826% per annum for interest periods of one-month, three-months, or six-months or longer, respectively. The Thirteenth Amendment became effective at 5:00 p.m. (New York time) on June 30, 2023. The Company elected to apply the optional expedients allowed under ASC 848 regarding the discontinuation of LIBOR and reference rate reform. Pursuant to ASC 848, the Thirteenth Amendment was determined to be an insubstantial modification. The Existing Term Loans bore interest at a rate per annum equal to, at Holdings’ option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent from time to time and (c) 1.00% per annum plus Adjusted Term SOFR (as defined below) for a 1-month tenor, or (2) Term SOFR plus a credit spread adjustment of 0.11448% per annum, 0.26161% per annum, and 0.42826% per annum for interest periods of one-month, three months, or six-months or longer, respectively (“Adjusted Term SOFR”) plus (x) in the case of the Existing Term Loans, 2.0% for base rate loans or 3.0% for SOFR loans or (y) in the case of the Senior Secured Revolving Credit Facility, an applicable margin based on the Secured Leverage Ratio (as defined in the Credit Agreement). On the Closing Date, the Company and Wilmington Savings Fund Society, FSB, as administrative agent, entered into the fourteenth amendment to the Credit Agreement (the “Fourteenth Amendment”), pursuant to which the administrative agent and lenders constituting the Required Lenders (as defined therein) permitted the Refinancing Transactions. The Company’s obligations under the Senior Secured Credit Facilities were completely repaid following the completion of the Refinancing Transactions. First Lien Notes due 2029. The First Lien Notes due 2029 bear cash interest at a rate of 7.5% per annum payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2022. The First Lien Notes due 2029 have not been registered under the Securities Act and will mature on February 15, 2029. Holdings may redeem some or all of the First Lien Notes due 2029 at any time on or after February 15, 2025, at the redemption prices equal to (i) 103.750% for the twelve-month period beginning on February 15, 2025; (ii) 101.875% for the twelve-month period beginning on February 15, 2026; and (iii) 100.0% at any time thereafter, plus accrued and unpaid interest. In addition, Holdings may redeem up to 35% of the aggregate principal amount of the First Lien Notes due 2029 using net proceeds from certain equity offerings completed prior to February 15, 2025 at a redemption price equal to 107.5% of their aggregate principal amount and accrued and unpaid interest to, but not including the date of redemption. Holdings may redeem some or all of the First Lien Notes due 2029 at any time prior to February 15, 2025 at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium. Upon a Change of Control (as defined in the indenture governing the First Lien Notes due 2029), Holdings must offer to purchase the First Lien Notes due 2029 at a purchase price equal to 101% of the principal amounts, plus accrued and unpaid interest. The First Lien Notes due 2029 are guaranteed by the Existing Guarantors and are secured by liens on substantially all of the tangible and intangible assets owned by Holdings and the Existing Guarantors, subject to certain thresholds, exceptions and permitted liens. The indenture governing the First Lien Notes due 2029 contains covenants that restrict the ability of the Company to, among other things: (i) incur additional indebtedness, including additional senior indebtedness; (ii) pay dividends on or make other distributions in respect of its capital stock; (iii) purchase or redeem capital stock or pre-pay subordinated debt or other junior securities; (iv) create liens ranking pari passu in right of payment with or subordinated in right of payment to First Lien Notes due 2029; (v) enter into certain transactions with its affiliates; and (vi) merge or consolidate with other companies or transfer all or substantially all of their respective assets. These covenants are subject to a number of important limitations and exceptions. The indenture governing the First Lien Notes due 2029 also provides for events of default, which, if any occur, would permit or require the principal, interest and any other monetary obligations on all the then outstanding First Lien Notes due 2029 to be due and payable immediately. Odeon Senior Secured Notes due 2027. among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter into transactions with affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) impair the security interest in the collateral. These covenants are subject to several important limitations and exceptions. The indenture governing the Odeon Notes due 2027 also provides for events of default, which, if any occur, would permit or require principal, interest and any other monetary obligations on all the then outstanding Odeon Notes due 2027 to be due and payable immediately. The Company used the $363.0 million net proceeds from the Odeon Notes due 2027 and $146.7 million of existing cash to fund the repayment in full of the £147.6 million and €312.2 million ($167.7 million and $308.9 million, respectively using October 20, 2022 exchange rates) aggregate principal amounts of the Odeon Term Loan Facility and to pay related accrued interest, fees, costs, premiums and expenses. The Company recorded a loss on debt extinguishment related to this transaction of $36.5 million in other expense during the year ended December 31, 2022. Prior to November 1, 2024, up to 35% of the original aggregate principal amount of the Odeon Notes due 2027 may be redeemed at a price of 112.75% of the principal thereof with the net proceeds of one or more certain equity offerings provided that the redemption occurs with the 120 days after the closing of such equity offerings. On or after November 1, 2024, the Odeon Notes due 2027 will be redeemable, in whole or in part, at redemption prices equal to (i) 106.375% for the twelve-month period beginning on November 1, 2024; (ii) 103.188% for the twelve-month period beginning on November 1, 2025; and (iii) 100.000% at any time thereafter, plus accrued and unpaid interest, if any. If the Company or its restricted subsidiaries sell assets under certain circumstances, the Company will be required to use the net proceeds to repay the Odeon Notes due 2027 or any additional First Lien Obligations at a price no less than 100% of the issue price of the Odeon Notes due 2027, plus accrued and unpaid interest, if any. Upon a Change of Control (as defined in the indenture governing the Odeon Notes due 2027), the Company must offer to purchase the Odeon Notes due 2027 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any. On December 14, 2022, the Odeon Notes due 2027 were admitted to the official list of The International Stock Exchange (“TISE”). The Odeon Notes due 2027 will automatically delist from TISE on the business day following the maturity date of November 1, 2027, unless adequate notice is given together with supporting documents setting out any changes to the date of maturity or confirmation that the Odeon Notes due 2027 have not been fully repaid. Second Lien Notes due 2026. In connection with the Exchange Offers and the First Lien Notes due 2026, Holdings issued shares of Common Stock to certain holders of subordinated notes as consideration for their commitment to backstop the issuance of $200 million of the First Lien Notes due 2026. Pursuant to the Backstop Commitment Agreement dated July 10, 2020, certain of the actual or beneficial holders of Existing Subord |