NOTE 5—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows: | | | | | | | (In millions) | | March 31, 2026 | | December 31, 2025 | Secured Debt: | | | | | | | Credit Agreement-Term Loans due 2029 (10.675% as of March 31, 2026 and 10.731% as of December 31, 2025) | | $ | 1,989.2 | | $ | 1,994.2 | 12.75% Odeon Senior Secured Notes due 2027 | | | 400.0 | | | 400.0 | Senior Secured Exchangeable Notes due 2030 (1.5% cash interest) | | | 155.8 | | | 155.8 | Senior Secured Notes due 2029 (9.0% cash interest & 6.0% PIK interest as of March 31, 2026) | | | 877.1 | | | 877.1 | 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 | | | 111.6 | | | 111.6 | 7.5% First Lien Notes due 2029 | | | 360.0 | | | 360.0 | Unsecured Debt: | | | | | | | 6.125% Senior Subordinated Notes due 2027 | | | 125.5 | | | 125.5 | Total principal amount of corporate borrowings | | $ | 4,019.2 | | $ | 4,024.2 | Finance lease liabilities | | | 50.0 | | | 52.5 | Accrued paid-in-kind interest | | | 18.1 | | | 2.7 | Deferred financing costs | | | (76.7) | | | (64.4) | Net discount (1) | | | (64.4) | | | (68.5) | Bifurcated embedded derivative – Senior Secured Exchangeable Notes due 2030 | | | 62.2 | | | 131.9 | Bifurcated embedded derivative – 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 | | | 5.5 | | | 12.6 | Total carrying value of corporate borrowings and finance lease liabilities | | $ | 4,013.9 | | $ | 4,091.0 | Less: | | | | | | | Current maturities of corporate borrowings | | | (19.8) | | | (19.9) | Current maturities of finance lease liabilities | | | (5.8) | | | (5.8) | Total noncurrent carrying value of corporate borrowings and finance lease liabilities | | $ | 3,988.3 | | $ | 4,065.3 |
| (1) | The following table provides details of the net discount of corporate borrowings: | |
| | | | | | | | | March 31, | | December 31, | (In millions) | | 2026 | | 2025 | 12.75% Odeon Senior Secured Notes due 2027 | | $ | (12.8) | | $ | (14.6) | Senior Secured Notes due 2029 | | | 59.1 | | | 62.5 | Senior Secured Exchangeable Notes due 2030 | | | (55.0) | | | (57.4) | Credit Agreement-Term Loans due 2029 | | | (29.9) | | | (32.6) | 6.00%/8.00% Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030 | | | (25.8) | | | (26.4) | Net discount | | $ | (64.4) | | $ | (68.5) |
The following table provides the principal payments required and maturities of corporate borrowing as of March 31, 2026: | | | | | | Principal | | | Amount of | | | Corporate | (In millions) | | Borrowings | Nine months ended December 31, 2026 | | $ | 14.9 | 2027 | | | 545.2 | 2028 | | | 19.5 | 2029 | | | 3,172.2 | 2030 | | | 267.4 | Total | | $ | 4,019.2 |
Debt Repurchases and Exchanges The table below summarizes the various cash debt repurchase transactions during the three months ended March 31, 2025. | | | | | | | | | | | | | | | Aggregate Principal | | Reacquisition | | (Gain)/Loss on | | Accrued Interest | (In millions) | | Repurchased | | Cost | | Extinguishment | | Paid | 5.75% Senior Subordinated Notes due 2025 | | $ | 1.3 | | $ | 1.3 | | $ | — | | $ | — |
The total carrying value of the debt extinguished in the above transactions during the three months ended March 31, 2025 was $1.3 million. 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 | | | | | | | | | | | | Carrying Value | | | | Carrying Value | | | as of | | (Increase) Decrease to | | as of | (In millions) | | December 31, 2025 | | Net Earnings (Loss) | | March 31, 2026 | Principal balance | | $ | 111.6 | | $ | — | | $ | 111.6 | Discount | | | (26.4) | | | 0.6 | | | (25.8) | Debt issuance costs | | | (5.2) | | | 0.1 | | | (5.1) | Accrued paid-in-kind interest | | | 0.4 | | | 2.2 | | | 2.6 | Bifurcated embedded derivative | | | 12.6 | | | (7.1) | | | 5.5 | Carrying value | | $ | 93.0 | | $ | (4.2) | | $ | 88.8 |
The 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030 (the “Existing Exchangeable Notes”) have an effective interest rate of 15.12%. Senior Secured Exchangeable Notes due 2030 | | | | | | | | | | | | | | | | | | Carrying Value | | | | Deferred | | Consent Fee | | Carrying Value | | | as of | | (Increase) Decrease to | | Charges | | Paid With | | as of | (In millions) | | December 31, 2025 | | Net Earnings (Loss) | | Activity | | Common Stock | | March 31, 2026 | Principal balance | | $ | 155.8 | | $ | — | | $ | — | | $ | — | | $ | 155.8 | Discount | | | (57.4) | | | 2.4 | | | — | | | — | | | (55.0) | Debt issuance costs | | | (14.8) | | | 0.6 | | | 1.6 | | | — | | | (12.6) | Bifurcated embedded derivative | | | 131.9 | | | (52.4) | | | (1.6) | | | (15.7) | | | 62.2 | Carrying value | | $ | 215.5 | | $ | (49.4) | | $ | — | | $ | (15.7) | | $ | 150.4 |
The Senior Secured Exchangeable Notes due 2030 (the “New Exchangeable Notes”) have an effective interest rate of 16.54%. On March 23, 2026, the Company issued 15,378,194 shares of Common Stock for consent fees payable to the holders of the New Exchangeable Notes. The consent fees were paid as consideration for the 2025 Refinancing Transactions (as defined herein) and amendments made to the indenture governing the New Exchangeable Notes. The consent fees had previously been included as part of the bifurcated embedded derivative for the New Exchangeable Notes. New 2029 Notes Amendments On February 12, 2026, and February 24, 2026, Holdings, Muvico, LLC, a wholly owned subsidiary of the Company (“Muvico”), and certain holders of Muvico’s new Senior Secured Notes due 2029 (the “New 2029 Notes”) (such holders, the “New 2029 Noteholders”) agreed to amend the indenture governing the New 2029 Notes (the “2029 Notes Indenture”). The amendments (the “Indenture Amendments”) among other things, provide the Company with flexibility to: | ● | refinance its outstanding term loan credit agreement and 12.75% Senior Secured Notes due 2027 (the “Odeon Notes due 2027”) issued by Odeon Finco PLC (“Odeon Finco”), a wholly-owned direct subsidiary of Odeon |
| | Cinemas Group Limited (“OCGL”) and an indirect subsidiary of Holdings, with new debt that may be secured and guaranteed by Holdings, OCGL, and Muvico, and |
| ● | at any time that there are no New Exchangeable Notes outstanding, incur up to an additional $50 million of secured debt under the New 2029 Notes Indenture. |
In consideration for the New 2029 Noteholders’ agreement to the Indenture Amendments, the Company issued 17,739,549 shares of Common Stock as a consent fee. The Indenture Amendments were treated as a modification of the New 2029 Notes and the Company recorded $18.8 million to deferred financing costs and to stockholder’s deficit for the consent fees paid in shares. Covenant Compliance As of March 31, 2026, the Company believes that it was in full compliance with all agreements, including related covenants, governing its outstanding debt.
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