SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/17/2018 | 3. Issuer Name and Ticker or Trading Symbol AMC ENTERTAINMENT HOLDINGS, INC. [ AMC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 2.95% Convertible Senior Notes due 2024(1)(2) | (3) | (4) | Common Stock | 23,746,680(5) | 18.95(6) | I | Held through SLA Avatar Holdings I, L.P.(7) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 3 is filed by SLA Avatar Holdings I, L.P. ("Avatar I"), SLA Avatar I GP, L.L.C. ("Avatar I GP"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP") and Silver Lake Group, L.L.C. ("SLG"). Avatar I GP is the general partner of Avatar I. SLAA is the managing member of Avatar I GP. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of AMC Entertainment Holdings, Inc. (the "Issuer") and is a Managing Director of SLG. Each of Avatar I, Avatar I GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. |
| 2. Avatar I GP, as the general partner of Avatar I, SLAA, as the managing member of Avatar I GP, SLAA GP, as the general partner of SLAA, and SLG, as the managing member of SLAA GP, may each be deemed to be the indirect beneficial owner of the securities owned by Avatar I. However, pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing, and each Reporting Person (except for Avatar I) disclaims beneficial ownership of the securities held by Avatar I, except to the extent of such Reporting Person's pecuniary interest therein, if any. Not included in this Form 3 is $150 million of Convertible Notes (as defined in footnote 3) held by a third party over which certain of the Reporting Persons have investment control but do not have any pecuniary interest. |
| 3. In accordance with an investment agreement, dated as of September 14, 2018, by and among the Issuer, Avatar I and an affiliate of Avatar I (the "Investment Agreement"), Avatar I is restricted from converting the 2.95% Convertible Senior Notes due 2024 (the "Convertible Notes") prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions. |
| 4. The Convertible Notes mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms. |
| 5. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of the Issuer's Class A common stock ("Class A Common Stock") or a combination of cash and shares of Class A Common Stock. This number represents the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Class A Common Stock by delivering a number of shares of Class A Common Stock at the initial conversion rate of 52.7704 shares of Class A Common Stock, and cash in lieu of fractional shares of Class A Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain events in accordance with the terms of an indenture, dated as of September 14, 2018, by and between the Issuer and U.S. Bank National Association, as trustee. |
| 6. The initial conversion rate of 52.7704 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of $20.50 per share of Class A Common Stock, as reduced by the amount of the special dividend of $1.55 per share declared by the Issuer in connection with the transactions contemplated by the Investment Agreement. |
| 7. Avatar I owns $450 million principal amount of Convertible Notes. See footnote 2. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that any Reporting Person is subject to Section 16 of the Exchange Act or is a beneficial owner of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| /s/ Karen M. King, Managing Director and Chief Legal Officer, on behalf of Silver Lake Group, L.L.C. | 09/21/2018 | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer, on behalf of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. | 09/21/2018 | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer, on behalf of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. | 09/21/2018 | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer, on behalf of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SLA Avatar I GP, L.L.C. | 09/21/2018 | |
| /s/ Karen M. King, Managing Director and Chief Legal Officer, Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., GP of Silver Lake Alpine Associates, L.P., managing member of SLA Avatar I GP, L.L.C., GP of SLA Avatar Holdings I, L.P. | 09/21/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||