AMC launches $3.97 billion refinancing, with second-lien debt committed at 11.25%

AMC Entertainment started a cash tender Monday for its 7.5% senior secured notes due 2029 at $1,009.70 per $1,000 of principal, paying a premium to retire the paper rather than exchange it. Alongside the tender it launched $3.97 billion of new secured debt to take out the 2029 notes and term loans left from its 2024 and 2025 restructurings. Only the junior piece is priced: Deutsche Bank AG New York Branch committed $1.12 billion of second-lien term loans at a fixed 11.25% a year. The $2.00 billion of first-lien notes due 2031, and an $850 million first-lien term loan being syndicated, still have no coupon.

The 2029 notes and loans the package would retire

As of June 30, AMC reported $3.91 billion of principal corporate borrowings. $3.20 billion of that principal was due in 2029. Monday's launch is built to take out that cluster, plus Odeon's 2031 term loan, using the new notes, the two new term loans, and cash.

The offer covers any and all of the 7.5% notes, $359.96 million outstanding, at $1,009.70 per $1,000 of principal plus accrued interest. The tender expires at 5:00 p.m. New York time on September 30, with settlement expected on October 5. Notes that are not tendered are intended to be called on or about February 15, 2027, at par. The tender is conditioned on AMC receiving at least $3.97 billion of gross proceeds from the new financings. AMC said there is no assurance those financings will be completed on the described terms, or at all. The tender is not conditioned on a minimum amount of notes being tendered.

The four named takeouts were $3.67 billion of principal on the June 30 books. The $116.1 million of exchangeable notes due 2030 is not listed as a use of proceeds, so that slice of the 2030 maturity would remain unless it is addressed another way. AMC had already moved to clear a nearer stub: in June it sold 95.25 million common shares at $2.10, about $200 million of gross proceeds, and gave notice to redeem $125.5 million of 6.125% senior subordinated notes due 2027.

The new first-lien notes and both new term-loan facilities are to be guaranteed on a senior-secured basis by subsidiaries including Muvico, Odeon Cinemas Group Limited and certain of its units, with first-priority liens on the first-lien debt and second-priority liens on the Deutsche Bank facility. The $850 million first-lien loan is expected to mature five years after closing.

Summer box office, and the share count that bought time

AMC filed the refinancing next to preliminary, unaudited operating figures for the two months ended August 31. North American industry box office was $2.46 billion, up 34.8% from $1.83 billion a year earlier. AMC's own consolidated revenue was $1.33 billion, up 42.2% from $938.7 million.

That follows a second quarter in which AMC reported $1.60 billion of revenue, up 14.2%, adjusted EBITDA of $321.4 million, up from $189.5 million, and $190.1 million of free cash flow. Cash was $778.4 million on June 30, excluding $41.1 million of restricted cash. Interest expense was still $136.0 million in the quarter. Chief executive Adam Aron said second-quarter actions had reduced annual cash interest by $16 million, and that lower leverage was expected to cut another $51 million a year on about 75% of the debt if leverage and benchmark rates stayed where they were then.

The operating improvement arrived after a year of equity-for-debt arithmetic. Holders exchanged all $155.8 million of New Exchangeable Notes in May for 142.1 million common shares. The June registered direct offering added another 95.25 million shares. Common shares outstanding were 892.6 million as of June 30. The stock is up 76% this year and still down 99% over five years.

An 11.25% second lien, and a first-lien coupon still unpriced

The latest stated rates on the $3.67 billion AMC intends to retire imply $364 million a year of cash interest, plus $54 million of payment-in-kind interest on the Muvico notes. The $1.12 billion second-lien Deutsche Bank committed would cost $126 million a year at 11.25%. That leaves $2.85 billion of first-lien notes and loans with no coupon. A blended first-lien rate of 8.3% would hold the cash interest flat; 10.2% would hold cash plus PIK flat. Print above 8.3%, and cash interest rises. Print above 10.2%, and cash plus PIK rises too.

The 11.25% second-lien rate already sits above the 10.639% in effect on the $1.98 billion term loan as of June 30, and above the 10.50% Odeon loan. It is 3.75 percentage points above the 7.5% notes. The offset is the Muvico 6% PIK, which disappears if those notes are redeemed in full. Holders of the 7.5% notes are being offered $1,009.70 in cash per $1,000 of principal. Holders of the Muvico 2029s are in line for that redemption.

S&P Global Ratings, in June 2024, called AMC's swap of $164 million of second-lien notes due 2026 for common stock a distressed exchange. On July 28 it raised AMC's issuer credit rating to B- from CCC+, with a stable outlook, and lifted the 7.5% notes and Muvico secured notes to B- from CCC+. Fitch assigned a first-time B- issuer default rating on September 8, with a positive outlook.

The 2029 wall stays on the June 30 schedule until that $2.85 billion of first-lien paper is sold. Monday priced only the junior end of the stack.