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special meeting of shareholders
March 14, 2023
Additional information and where to find it
This communication may be considered a call for materials regarding AMC Entertainment Holdings, Inc.’s (“AMC” or “Company”) special general meeting of stockholders (“Special Meeting”) scheduled to be held on March 14, 2023 to vote on corporate registration Amendment to certificate, if approved, would result in the conversion of all outstanding AMC Preferred Stock (“APE”) into the Company’s Class A common stock of $0.01 each (“Common Shares”) due to the increase in the number of authorized shares of Common Stock number and a 10-share reverse split of common stock. This communication does not constitute a solicitation of any vote or approval of a proposal to vote at a special meeting. In connection with the special meeting, the Company filed with the Securities and Exchange Commission (“SEC”) and mailed a proxy statement to its shareholders regarding the conduct of business at the special meeting. Companies may also file other documents with the SEC regarding business conducted at special meetings. This communication is not a substitute for a proxy statement or any other document the Company may file with the Securities and Exchange Commission.
Before making any voting decisions, we urge stockholders of the Company to read the Proxy Statement, any amendments thereto, if any, in full, and any other documents the Company has filed or will file with the Securities and Exchange Commission relating to the business to be conducted in Just before any voting or investment decisions are made on the business conducted at the special meeting because they contain important information about the business conducted at the special meeting.
Shareholders may obtain, free of charge, copies of proxy statements and other documents the company files with the SEC, if available, through a website maintained by the SEC www.sec.gov. The company makes this freely available on its investor relations website www.investor.amctheatres.comCopies of the materials it files with or provides to the SEC.
Participate in solicitation
The Company and its directors, executive officers and certain employees and others may be deemed to be participants in the solicitation of a proxy statement from the Company’s stockholders regarding business to be conducted at the Special Meeting. Investors and securityholders can obtain further details regarding the names, affiliations and interests of the company’s directors and executive officers in the final proxy statement related to the special meeting,
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Available for free from the above sources. If the holdings of the company’s securities by the company’s directors and executive officers have changed since the amounts stated in the final proxy statement, such changes have been or will be reflected in a change of ownership statement on Form 4 filed with the SEC.
forward-looking statement
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In many cases, these forward-looking statements can be identified by the use of words such as “will,” “may,” “may,” “would,” “should,” “believe,” “anticipate,” “anticipate,” ” Estimates, intends, indicates, projects, aims, aims, aims, predicts, plans, seeks, and variations of these words and similar expressions. Examples of forward-looking statements include statements we have made regarding the impact of COVID-19, future attendance and box office levels, our liquidity and the possibility of conversion of APE into common stock. Any forward-looking statement speaks only as of the date it is made. These forward-looking statements may include statements relating to AMC’s current expectations regarding its business performance, financial results, liquidity and capital resources, as well as the effects on, and actions it will take to respond, to its business and financial condition. COVID-19 virus and are based on information available at the time the statement is made and/or management’s good faith belief at the time about future events and are subject to risks, trends, uncertainties and other facts which may cause actual performance or results to differ from those of the forward-looking material differences from the performance or results expressed or suggested in the sexual statements. These risks, trends, uncertainties and facts include, but are not limited to, risks related to: the risk of not obtaining the required approval of AMC’s shareholders at the special meeting; the adequacy of AMC’s existing cash and cash equivalents and available borrowing capacity risks and uncertainties; AMC’s ability to obtain additional liquidity, if it does not materialize or is insufficient to generate the substantial additional liquidity required unless it is able to achieve a more normal level of operating income, may cause AMC to seek – the court restructuring of its debt; the impact of the COVID-19 virus on AMC, the film exhibition industry and the overall economy; the seasonality of AMC’s revenue and working capital; the continued recovery of the North American and international box office; AMC’s significant debt, including its borrowing capacity and its ability to meet financial maintenance and other covenants; AMC’s ability to achieve expected synergies, earnings and performance through its strategic initiatives; film production and performance; AMC’s lack of control over film distributors; intense competition in the regions in which AMC operates; increased use of alternative Film delivery methods or other forms of entertainment; Narrowing exclusive theatrical release windows; AMC’s ability to optimize theatrical distribution; General and international economic, political, regulatory and other risks; Restrictions on available funding; AMC’s ability to refinance its debt on favorable terms financing on favorable terms or not at all; risks related to impairment losses, including goodwill and other intangible assets and theater and other closing costs; AMC’s ability to identify interest deduction carryforwards, net operating loss carryforwards and other tax attributes to reduction of future tax liabilities; supply chain disruptions, labor shortages, cost increases and inflation; and other factors discussed in AMC’s filings with the Securities and Exchange Commission. Should one or more of these risks, trends, uncertainties or facts materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those indicated or anticipated by the forward-looking statements contained herein difference. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.Forward-looking statements should not be read as guarantees of future performance or results, nor will they necessarily
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indicate exactly when or when such performance or results will be achieved. For a detailed discussion of the risks, trends and uncertainties facing AMC, please see AMC’s 2022 Form 10-K and Form 10-Q filed with the SEC entitled “Risk Factors” for the quarter ended September 30, 2022 , as well as the risks, trends and uncertainties identified in AMC’s other public documents. Except as required by applicable law, AMC does not intend and undertakes no obligation to update any information contained herein to reflect future events or circumstances.
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