v3.26.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2026
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 11—SUBSEQUENT EVENTS

On October 5, 2026 (the “2026 Transactions Closing Date”), the Company completed a series of refinancing transactions (the “2026 Refinancing Transactions”), including the repayment, redemption and discharge of certain existing indebtedness described further below. In connection with the 2026 Refinancing Transactions, on the 2026 Transactions Closing Date:

●The Company issued $2,000.0 million aggregate principal amount of 8.875% First Lien Notes due 2031 (the “2031 Notes”) in a private offering pursuant to an indenture (the “2031 Notes Indenture”), dated as of the 2026 Transactions Closing Date, by and among the Company, as issuer, the guarantors party thereto from time to time and GLAS Trust Company LLC, as trustee and as collateral agent.
●The Company entered into an amended and restated credit agreement (the “New 1L Term Loan Credit Agreement” and the term loan facility thereunder, the “New 1L Term Loan Facility”), by and among the Company, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent, pursuant to which the Company borrowed $850.0 million of new first lien term loans (the “New 1L Term Loans”).
●The Company entered into a second lien credit agreement (the “New 2L Term Loan Credit Agreement” and the term loan facility thereunder, the “New 2L Term Loan Facility” and together with the New 1L Term Loan Facility, the “New Term Loan Facilities”), by and among the Company, as borrower, Deutsche Bank Special Situations Group as the lender, the other lenders from time to time party thereto and U.S. Bank Trust Company, National Association, as administrative agent and collateral agent, pursuant to which the Company borrowed $1,120.0 million of new second lien term loans (the “New 2L Term Loans” and together with the New 1L Term Loans, the “New Term Loans”).

2031 Notes Indenture

Interest, Guarantees and Security

The 2031 Notes will bear interest at a rate of 8.875% per annum, payable semi-annually in arrears in cash on April 15 and October 15 of each year, beginning on April 15, 2027. The 2031 Notes will mature on October 15, 2031, unless redeemed in full prior to such maturity date, pursuant to the terms contained in the 2031 Notes Indenture.

The Company’s obligations under the 2031 Notes are fully and unconditionally guaranteed on a joint and several basis by the Company’s existing and future direct or indirect wholly-owned subsidiaries that guarantee the New Term Loan Facilities.

The 2031 Notes are secured on a first-priority basis, on a pari passu basis with the New 1L Term Loan Facility, by substantially all tangible and intangible assets owned by the Company and the guarantors, including equity interests in subsidiaries, subject to agreed security principles, the applicable intercreditor agreements, thresholds, exceptions and permitted liens. The 2031 Notes (i) rank equal in right of payment with all existing and future senior indebtedness of the Company and the guarantors, including under the New Term Loan Facilities and the Existing Exchangeable Notes; (ii) rank senior in right of payment to any future subordinated indebtedness of the Company and the guarantors; (iii) are secured on a first-priority basis, equally and ratably with the New 1L Term Loan Facility (with respect to all collateral) and the Existing Exchangeable Notes (with respect to the AMC Collateral (as defined below)); (iv) are effectively senior to any junior-lien indebtedness of the Company and the guarantors, including under the New 2L Term Loan Facility (with respect to all collateral), and the Existing Exchangeable Notes (with respect to the Centertainment Collateral (as defined below)), in each case to the extent of the value of the collateral; (v) rank effectively senior to any existing and future unsecured indebtedness of the Company and the guarantors, to the extent of the value of the collateral; (vi) are structurally subordinated to existing and future indebtedness of the Company and the guarantors that is secured by assets or properties not constituting collateral securing the 2031 Notes, to the extent of the value of the collateral; and (vii) are structurally subordinated to the indebtedness of any of the Company’s subsidiaries that do not guarantee the 2031 Notes.

Covenants and Events of Default

The 2031 Notes Indenture contains covenants that limit the ability of the Company and its subsidiaries to, among other things: (i) incur additional indebtedness or issue certain preferred shares; (ii) create liens; (iii) declare or

pay dividends, redeem stock or make other distributions to stockholders or make other restricted payments; (iv) make payments on junior financing; (v) make investments; (vi) sell or transfer certain assets; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (viii) enter into transactions with affiliates. These covenants are subject to a number of important limitations and exceptions. The 2031 Notes Indenture also provides for customary 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 2031 Notes to be due and payable immediately.

The 2031 Notes were offered and sold in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

New Term Loan Facilities

Interest, Amortization, Guarantees and Security

The New 1L Term Loan Credit Agreement provides for the New 1L Term Loans in an initial aggregate principal amount of $850.0 million, which mature on October 5, 2031. The New 1L Term Loans were issued with an original issue discount of 1.50%, bear interest at (i) at the Company’s election, either the Alternate Base Rate (as defined in the New 1L Term Loan Credit Agreement) or Adjusted Term SOFR (as defined in the New 1L Term Loan Credit Agreement) for the applicable interest period plus (ii) the Applicable Rate (as defined in the New 1L Term Loan Credit Agreement) and are subject to amortization of principal, payable in quarterly installments on the last business day of each March, June, September and December (commencing March 31, 2027), equal to 0.25% of the original principal amount of the New 1L Term Loans. The remaining aggregate principal amount outstanding (together with accrued and unpaid interest on the principal amount) of the New 1L Term Loans is payable at maturity.

The New 2L Term Loan Credit Agreement provides for the New 2L Term Loans in an initial aggregate principal amount of $1,120.0 million, which mature on October 5, 2033. The New 2L Term Loans were issued with an original issue discount of 1.00% and bear interest at a fixed 11.25% interest rate.

The New Term Loans are fully and unconditionally guaranteed by certain of the Company’s existing and future direct or indirect wholly-owned subsidiaries. The New 1L Term Loans are secured on a first-priority basis, on a pari passu basis with the 2031 Notes, and the New 2L Term Loans are secured on a second-priority basis with respect to the 2031 Notes and the New 1L Term Loans, in each case by substantially the same collateral that secures the 2031 Notes, subject to agreed security principles, thresholds, exceptions and permitted liens.

Covenants and Events of Default

Each of the New 1L Term Loan Credit Agreement and the New 2L Term Loan Credit Agreement contains covenants that limit the ability of the Company and its subsidiaries to, among other things, (i) incur additional indebtedness or issue certain preferred shares; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders or make other restricted payments; (iv) make payments on junior financing; (v) make investments; (vi) sell or transfer certain assets; (vii) enter into transactions with affiliates; and (viii) consolidate, merge, liquidate or dissolve. These covenants are subject to a number of important limitations and exceptions. Each such 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 of the then outstanding New Term Loans under the applicable facility to become immediately due and payable.

Intercreditor Agreements

In connection with the issuance of the 2031 Notes and the incurrence of the New 1L Term Loans and New 2L Term Loans, on the 2026 Transactions Closing Date, the Company and certain of its subsidiaries entered into:

●Joinder No. 6 to the First Lien Intercreditor Agreement, dated as of April 24, 2020, which governs the relative priorities of the security interests of the New 1L Term Loans, the 2031 Notes and the Existing Exchangeable Notes on collateral granted by the Company and the guarantors, other than Muvico, Centertainment Development, LLC (together with Muvico and their respective subsidiaries, the “Centertainment group”) and AMC UK Holding Limited and its subsidiaries (together, the “Odeon group”) (the “AMC Collateral”).
●AMC First Lien/Second Lien Intercreditor Agreement to govern the relative priorities of the security interests
of the New 1L Term Loans, the 2031 Notes, and the Existing Exchangeable Notes, as first lien obligations, and the New 2L Term Loans, as second lien obligations, on the AMC Collateral.
●Second Amended and Restated Centertainment First Lien/Second Lien Intercreditor Agreement to govern the relative priorities of the security interests of the New 1L Term Loans, the 2031 Notes and the New 2L Term Loans, as first lien obligations, and the Existing Exchangeable Notes, as second lien obligations, on collateral granted by the Centertainment group (the “Centertainment Collateral”).
●Centertainment/Odeon First Lien Intercreditor Agreement to govern the relative priorities of the security interests of the New 1L Term Loans and 2031 Notes in the Centertainment Collateral and on collateral granted by the Odeon group (collectively, the “Centertainment/Odeon Collateral”).
●Centertainment/Odeon First Lien/Intermediate Lien Intercreditor Agreement to govern the relative priorities of the security interests of the New 1L Term Loans and the 2031 Notes, as senior obligations, and the New 2L Term Loans, as junior obligations, in the Centertainment/Odeon Collateral.

Repayment, Redemptions and Discharge of Certain Existing Indebtedness

Muvico Term Loans

On the 2026 Transactions Closing Date, the Company repaid in full the Muvico Term Loans under the Muvico Credit Agreement, with a portion of the net proceeds from the 2031 Notes offering and the New Term Loan Facilities.

Odeon Term Loans

On the 2026 Transactions Closing Date, Odeon Finco, a wholly-owned indirect subsidiary of the Company, repaid in full the outstanding Odeon Term Loans due 2031, with net proceeds from the New Term Loan Facilities, and the Odeon Credit Agreement was terminated.

Settlement of Tender Offer for Existing 7.5% Notes; Satisfaction and Discharge of the Existing 7.5% Notes Indenture

On the 2026 Transactions Closing Date, the Company settled its cash tender offer (the “Tender Offer”) for any and all of the Company’s outstanding Existing 7.5% Notes. $355.5 million aggregate principal amount of Existing 7.5% Notes were validly tendered and accepted for purchase in the Tender Offer.

The Company also satisfied and discharged the indenture governing the Existing 7.5% Notes (the “Existing 7.5% Notes Indenture”) by irrevocably depositing with CSC Delaware Trust Company (as successor to U.S. Bank Trust Company, National Association), the trustee under the Existing 7.5% Notes Indenture, non-callable U.S. government securities sufficient to pay the redemption price of the remaining aggregate principal amount of Existing 7.5% Notes not tendered in the Tender Offer. Such remaining Existing 7.5% Notes will be redeemed on or about February 15, 2027 at a redemption price of 100.000% of the principal amount thereof plus accrued and unpaid interest to the redemption date.

Redemption of New 2029 Notes; Satisfaction and Discharge of the New 2029 Notes Indenture

On the 2026 Transactions Closing Date, the Company redeemed in full all $903.4 million aggregate principal amount of the New 2029 Notes at a redemption price equal to 100.000% of the principal amount thereof plus a make-whole premium of $144.3 million plus accrued and unpaid interest thereon to the redemption date, and the New 2029 Notes Indenture was satisfied and discharged.

Estimated Financial Effect

On the 2026 Transactions Closing Date, the Company also used approximately $32.7 million of cash from the balance sheet to help fund the various redemptions, repayments, accrued but unpaid interest, fees and expenses related to the 2026 Refinancing Transactions and will pay additional fees and expenses using cash from the balance sheet in the future. The Company estimates that it will record a loss on extinguishment of approximately $182.7 million in relation to the 2026 Refinancing Transactions during the three months ending December 31, 2026.

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As a result of the 2026 Refinancing Transactions, almost all of the Company’s debt maturities have been extended. The following table provides the principal payments required and maturities of corporate borrowings after giving effect to the 2026 Refinancing Transactions:

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Principal

​

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Amount of

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Corporate

(In millions)

  ​ ​ ​

Borrowings

2027

​

$

8.5

2028

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8.5

2029

​

 

8.5

2030

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124.6

2031

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2,816.0

Thereafter

​

​

1,120.0

Total

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$

4,086.1

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