v3.26.3
CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES
9 Months Ended
Sep. 30, 2026
CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES  
CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

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)

  ​ ​ ​

September 30, 2026

  ​ ​ ​

December 31, 2025

Secured Debt:

​

​

​

​

​

​

Credit Agreement-Term Loans due 2029 (9.891% as of September 30, 2026 and 10.731% as of December 31, 2025)

​

$

1,979.2

​

$

1,994.2

Odeon Credit Agreement-10.5% Term Loans due 2031

​

​

423.9

​

​

—

Senior Secured Notes due 2029 (9.0% cash interest & 6.0% PIK interest as of September 30, 2026 and December 31, 2025)

​

​

903.4

​

​

877.1

6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

​

​

116.1

​

​

111.6

7.5% First Lien Notes due 2029

​

​

360.0

​

​

360.0

Retired Debt:

​

​

​

​

​

​

6.125% Senior Subordinated Notes due 2027

​

​

—

​

​

125.5

12.75% Odeon Senior Secured Notes due 2027

​

​

—

​

​

400.0

Senior Secured Exchangeable Notes due 2030 (1.5% cash interest)

​

​

—

​

​

155.8

Total principal amount of corporate borrowings

​

$

3,782.6

​

$

4,024.2

Finance lease liabilities

​

 

50.7

​

 

52.5

Accrued paid-in-kind interest

​

​

18.7

​

​

2.7

Deferred financing costs

​

​

(70.3)

​

​

(64.4)

Net discount (1)

​

​

(5.3)

​

​

(68.5)

Bifurcated embedded derivative – Senior Secured Exchangeable Notes due 2030

​

​

—

​

​

131.9

Bifurcated embedded derivative – 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

​

​

21.7

​

​

12.6

Total carrying value of corporate borrowings and finance lease liabilities

​

$

3,798.1

​

$

4,091.0

Less:

​

​

​

​

​

​

Current maturities of corporate borrowings

​

​

(24.0)

​

 

(19.9)

Current maturities of finance lease liabilities

​

​

(7.5)

​

​

(5.8)

Total noncurrent carrying value of corporate borrowings and finance lease liabilities

​

$

3,766.6

​

$

4,065.3

​

(1)The following table provides details of the net discount of corporate borrowings:

​

​

​

​

​

​

​

​

​

​

September 30,

​

December 31,

(In millions)

​

2026

​

2025

12.75% Odeon Senior Secured Notes due 2027

​

$

—

​

$

(14.6)

Odeon Credit Agreement-10.5% Term Loans due 2031

​

​

(7.9)

​

​

—

Senior Secured Notes due 2029

​

​

51.4

​

​

62.5

Senior Secured Exchangeable Notes due 2030

​

​

—

​

​

(57.4)

Credit Agreement-Term Loans due 2029

​

​

(24.5)

​

​

(32.6)

6.00%/8.00% Cash/PIK/Toggle Senior Secured Exchangeable Notes due 2030

​

​

(24.3)

​

​

(26.4)

Net discount

​

$

(5.3)

​

$

(68.5)

​

​

The following table provides the principal payments required and maturities of corporate borrowing as of September 30, 2026:

​

​

​

​

​

​

Principal

​

​

Amount of

​

​

Corporate

(In millions)

  ​ ​ ​

Borrowings (1)

Three months ended December 31, 2026

​

$

5.9

2027

​

​

23.9

2028

​

 

23.7

2029

​

 

3,202.8

2030

​

 

120.4

2031

​

 

405.9

Total

​

$

3,782.6

​

(1)On October 5, 2026, the Company completed refinancing transactions that, among other things, extended the maturities of a significant portion of the Company’s indebtedness. See Note 11—Subsequent Events for further information.

Debt Repurchases

The table below summarizes the various cash debt repurchase transactions during the nine months ended September 30, 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 nine months ended September 30, 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)

​

September 30, 2026

Principal balance

​

$

111.6

​

$

4.5

​

$

116.1

Discount

​

​

(26.4)

​

​

2.1

​

​

(24.3)

Debt issuance costs

​

​

(5.2)

​

​

0.4

​

​

(4.8)

Accrued paid-in-kind interest

​

​

0.4

​

​

2.3

​

​

2.7

Bifurcated embedded derivative

​

​

12.6

​

​

9.1

​

​

21.7

Carrying value

​

$

93.0

​

$

18.4

​

$

111.4

​

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

​

Notes

​

Carrying Value

​

​

as of

​

(Increase) Decrease to

​

Charges

​

Paid With

​

Exchanged For

​

as of

(In millions)

​

December 31, 2025

​

Net Earnings (Loss)

​

Activity

​

Common Stock

​

Common Stock

​

September 30, 2026

Principal balance

​

$

155.8

​

$

—

​

$

—

​

$

—

​

$

(155.8)

​

$

—

Discount

​

​

(57.4)

​

​

3.4

​

​

—

​

​

—

​

​

54.0

​

​

—

Debt issuance costs

​

​

(14.8)

​

​

0.8

​

​

1.6

​

​

—

​

​

12.4

​

​

—

Bifurcated embedded derivative

​

​

131.9

​

​

(11.1)

​

​

(1.6)

​

​

(15.7)

​

​

(103.5)

​

​

—

Carrying value

​

$

215.5

​

$

(6.9)

​

$

—

​

$

(15.7)

​

$

(192.9)

​

$

—

​

The Senior Secured Exchangeable Notes due 2030 (the “New Exchangeable Notes”) had 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 “New Exchangeable Notes Indenture”). The consent fees had previously been included as part of the bifurcated embedded derivative for the New Exchangeable Notes.

On May 4 and May 11, 2026, the holders of the New Exchangeable Notes (the “Exchanging Noteholders”) issued by Muvico, LLC, a wholly-owned subsidiary of the Company (“Muvico”), delivered Notices of Voluntary Exchange to Muvico and GLAS Trust Company LLC, as exchange agent, to exchange all $155,845,562 aggregate principal amount of New Exchangeable Notes outstanding for shares of Common Stock, pursuant to the terms of the New Exchangeable Notes Indenture. The Company settled the exchange (the “Exchange”) by issuing an aggregate of 142,102,295 shares of Common Stock to the Exchanging Noteholders (including shares issued in respect of the Exchange Adjustment Consideration (as defined in the New Exchangeable Notes Indenture) and $0.9 million accrued and unpaid interest). The Company treated the Exchange as an extinguishment of the New Exchangeable Notes (including the bifurcated embedded derivative liability for the embedded conversion features) and recorded a loss on extinguishment of $33.0 million. The Company adjusted the bifurcated embedded derivative liability to fair value immediately prior to the Exchange. During the nine months ended September 30, 2026, the Company recorded $(11.1) million of other income related to the decrease in the fair value of the bifurcated embedded derivative liability. As a result of the Exchange, all remaining New Exchangeable Notes were cancelled in accordance with the New Exchangeable Notes Indenture.

New 2029 Notes Amendments

On February 12, 2026, and February 24, 2026, Holdings, 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 “New 2029 Notes Indenture”). The amendments (the “New 2029 Notes 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 New 2029 Notes Indenture Amendments, the Company issued 17,739,549 shares of Common Stock as a consent fee. The New 2029 Notes 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 stockholders’ deficit for the consent fees paid in shares. On October 5, 2026, in connection with the 2026 Refinancing Transactions (as defined herein), the New 2029 Notes were redeemed in full and the New 2029 Notes Indenture was satisfied and discharged. See Note 11—Subsequent Events.

​

Odeon Credit Agreement & Odeon Notes Redemption

On April 17, 2026, Odeon Finco entered into a Credit Agreement (the “Odeon Credit Agreement”), by and among Odeon Finco, as borrower, OCGL, as the company, the lenders party thereto and U.S. Bank Trust Company, National Association, as administrative agent and security agent, pursuant to which Odeon Finco borrowed $425.0 million of new term loans maturing in 2031 (the “Odeon Term Loans due 2031”). The proceeds from the Odeon Term Loans due 2031 and approximately $38.2 million of cash from the balance sheet were used to fund the full redemption (the “Odeon Notes Redemption”) of Odeon Finco’s outstanding Odeon Notes due 2027 and to pay related fees, costs, premiums and expenses, including approximately $23.5 million of interest due on the Odeon Notes due 2027. In connection with the Odeon Notes Redemption, the Odeon Notes due 2027 have been delisted from the Official List of The International Stock Exchange. The Company treated the Odeon Notes Redemption as an extinguishment of debt and recorded a $30.1 million loss on extinguishment. The Odeon Term Loans due 2031 were issued with a 2.0% discount ($8.5 million) and the Company had incurred $22.0 million of debt issuance costs as of September 30, 2026. The discount and debt issuance costs were amortized to interest expense over the term of the Odeon Term Loans due 2031 using the effective interest method.

Interest and Amortization

The Odeon Credit Agreement provided for the Odeon Term Loans due 2031 in an initial aggregate principal amount of $425.0 million and which were to mature on April 17, 2031. The Odeon Term Loans due 2031 bore interest at a fixed 10.50% interest rate and were subject to amortization of principal, payable in quarterly installments on the fifteenth day of each April, July, October and January (commencing on July 15, 2026), equal to 1.00% of the principal balance on April 17, 2026 per annum. On October 5, 2026, in connection with the 2026 Refinancing Transactions, Odeon Finco repaid the Odeon Term Loans due 2031 in full and the Odeon Credit Agreement was terminated. See Note 11—Subsequent Events.

Second Amendment to Muvico Credit Agreement

In connection with the Odeon Credit Agreement, on April 17, 2026, Holdings, as borrower, Muvico, as borrower, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement dated as of July 22, 2024 (the “Muvico Credit Agreement”), as amended by the First Amendment to Muvico Credit Agreement, dated as of July 24, 2025 (the “First Amendment”), by and among Holdings, as borrower, Muvico, as borrower, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent.

The Second Amendment, among other things, amends the Muvico Credit Agreement to update the existing covenants and include additional covenants to make them as restrictive as those in the Odeon Credit Agreement. On October 5, 2026, in connection with the 2026 Refinancing Transactions, the term loans outstanding under the Muvico Credit Agreement (the “Muvico Term Loans”) were repaid in full and the Muvico Credit Agreement was amended and restated by the New 1L Term Loan Credit Agreement (as defined herein). See Note 11—Subsequent Events.

2027 Senior Subordinated Notes Redemption

On July 24, 2026, the Company used proceeds from the Offering (as defined herein) to fully redeem $125.5 million aggregate principal amount of the 6.125% Senior Subordinated Notes due 2027 (the “Senior Subordinated Notes due 2027”) at a redemption price equal to 100.000% of the principal amount, plus accrued and unpaid interest. The Company recorded a loss on extinguishment of $0.6 million for the redemption of the Senior Subordinated Notes due 2027 during the three and nine months ended September 30, 2026.

2025 Refinancing Transactions

On July 1, 2025, the Company and Muvico entered into a transaction support agreement with certain holders of the Company’s 7.5% First Lien Senior Secured Notes (the “Existing 7.5% Notes”), certain holders of the Existing Exchangeable Notes and certain lenders under the Muvico Credit Agreement providing for a series of refinancing transactions (the “2025 Refinancing Transactions”). In connection with the 2025 Refinancing Transactions, during the three months ended September 30, 2025: (i) holders exchanged $143.0 million aggregate principal amount of Existing Exchangeable Notes for 79,800,000 shares of Common Stock and approximately $194.4 million aggregate principal amount of Existing Exchangeable Notes for New Exchangeable Notes, $39.9 million aggregate principal amount of which was subsequently cancelled pursuant to a principal adjustment feature; (ii) holders of Existing 7.5% Notes provided approximately $244.4 million of new money financing and exchanged $590.0 million aggregate principal

amount of Existing 7.5% Notes for a total of $857.0 million aggregate principal amount of New 2029 Notes; (iii) the Company and Muvico entered into the First Amendment to the Muvico Credit Agreement, and consent fees of approximately $22.3 million were paid to consenting term loan lenders; and (iv) the Company redeemed in full its 5.875% Senior Subordinated Notes due 2026 (the “Senior Subordinated Notes due 2026”) and its 10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026 (the “Second Lien Notes”). The Company recorded a gain on extinguishment of $6.6 million and a loss on extinguishment of $0.3 million related to the Second Lien Notes redemption and Senior Subordinated Notes due 2026 redemption, respectively.

Extinguishments

The Company determined that July 1, 2025 was the appropriate date to apply extinguishment accounting to the Existing Exchangeable Notes as it was the date that the Common Stock was issued and also the date the Company had a firm commitment to issue the New Exchangeable Notes. The exchanges of the Existing Exchangeable Notes for shares of Common Stock and New Exchangeable Notes resulted in a loss on extinguishment as follows:

​

​

​

​

​

(In millions)

​

Amount

Fair value of New Exchangeable Notes

​

$

159.0

Fair value of bifurcated embedded derivatives New Exchangeable Notes

​

​

41.7

Fair value of Common Stock issued

​

​

225.0

Total consideration

​

​

425.7

​

​

​

​

Principal Existing Exchangeable Notes

​

​

337.4

Discount Existing Exchangeable Notes

​

​

(86.5)

Debt issuance costs Existing Exchangeable Notes

​

​

(17.1)

Gain on cash paid for PIK interest

​

​

0.3

Bifurcated embedded derivatives Existing Exchangeable Notes

​

​

88.3

Carrying value Existing Exchangeable Notes

​

​

322.4

​

​

​

​

Loss on extinguishment of Existing Exchangeable Notes

​

$

103.3

​

The exchanges of the Existing 7.5% Notes for New 2029 Notes were accounted for as extinguishments and resulted in a loss on extinguishment as follows:

​

​

​

​

(In millions)

​

Amount

Fair value of New 2029 Notes (1)

​

$

925.4

Gross proceeds

​

​

(244.4)

Cash fee paid to Existing 7.5% Notes lenders

​

​

2.4

Total consideration

​

​

683.4

​

​

​

​

Principal Existing 7.5% Notes

​

​

590.0

Debt issuance costs Existing 7.5% Notes

​

​

(5.6)

Carrying value Existing 7.5% Notes

​

​

584.4

​

​

​

​

Loss on extinguishment of Existing 7.5% Notes

​

$

99.0

(1)Fair value of the New 2029 Notes was estimated on July 24, 2025 using observed prices for transactions of the New 2029 Notes shortly after issuance. The market for the New 2029 Notes is considered an inactive market and the observed prices are considered a Level 2 input in the fair value hierarchy.

The First Amendment was accounted for as a modification and resulted in expense of approximately $2.1 million for costs paid to third parties.

Covenant Compliance

As of September 30, 2026, the Company believes that it was in full compliance with all agreements, including related covenants, governing its outstanding debt.

2026 Refinancing Transactions

See Note 11—Subsequent Events for information about the Company’s debt refinancing transactions occurring after September 30, 2026.