NOTE 16—SUBSEQUENT EVENTS

​

Equity Distribution Agreement. As part of the Equity Distribution Agreement described in Note 9—Stockholders’ Equity, the Company raised gross proceeds of approximately $9.6 million through the date of this filing through its at-the-market offering of approximately 6.6 million shares of its AMC Preferred Equity Units and paid fees to the sales agent of approximately $0.2 million. The Company is prohibited from selling more than $140.0 million worth of AMC Preferred Equity units until the earlier of the special stockholders meeting described below or April 6, 2023. Antara is prohibited from purchasing more than 26 million AMC Preferred Equity Units until the earlier of the special stockholders meeting or April 6, 2023.

Stock-Based Compensation. On February 23, 2023, AMC’s Board of Directors approved a modification to the 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches. This modification resulted in the immediate additional vesting of 2,389,589 Common Stock 2022 PSUs and 2,389,589 AMC Preferred Equity Unit 2022 PSUs. This was treated as a Type 3 modification

(improbable-to-probable) which requires the Company to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Unit PSUs of $6.23 and $2.22, respectively. The Company will recognize $20.2 million of additional stock compensation expense in its financial statements during the three months ended March 31, 2023. See Item 9B. Other Information of this form 10-K for further information.

Additional Share Issuances Antara. On February 7, 2023, the Company issued 197,621,297 AMC Preferred Equity Units to Antara in exchange for $75.1 million in cash and $100.0 million aggregate principal of the Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026. The cash proceeds of $75.1 million and the carrying value of the notes of $118.6 million were recorded in Total stockholders’ deficit. The Company paid $1.4 million of accrued interest in cash upon exchange of the notes. On February 9, 2023, the Company and Antara agreed to a mutual waiver of the lock-up restrictions in the Forward Purchase Agreement restricting the sale, transfer, or other disposition of the AMC Preferred Equity Units. In accordance with the mutual waiver, the lock-up restrictions will not apply to (i) sales of AMC Preferred Equity Units by Antara in an amount not to exceed an aggregate of 26 million AMC Preferred Equity Units, and (ii) allow additional sales of AMC Preferred Equity Units by the Company in an amount not to exceed $140 million. The Company also agreed that prior to March 31, 2023, it will not issue or exchange, without Antara’s prior written consent, any Common Stock in return for cancellation of the Company’s outstanding indebtedness.

Senior Secured Credit Facility. On January 25, 2023, the Company entered into the Twelfth Amendment, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant under its Credit Agreement from a period ending March 31, 2023 to a period ending on March 31, 2024.

Derivative Stockholder Complaint. On January 6, 2023, the Company received approximately $14.0 million in settlement of the Lao Action as described in Note 11—Commitments and Contingencies. The Company expects to record the settlement as a credit to other income during the three months ended March 31. 2023.

Saudi Cinema Company. On December 30, 2022, the Company entered into an agreement to sell its 10.0% investment in Saudi Cinema Company, LLC for SAR 112.5 million ($30.0) million, subject to certain closing conditions. On January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company received the proceeds on January 25, 2023. The Company expects to record a gain on the sale of approximately $15.5 million in investment income during the three months ended March 31, 2023.

Debt Repurchases. The below table summarizes the cash debt repurchase transactions during January and February 2023, including related party transactions with Antara, which became a related party on February 7, 2023:

​

​

Special Meeting of Stockholders. Subsequent to the fiscal year ended December 31, 2022, the Board called a special meeting of the Company’s stockholders for March 14, 2023 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders will consider the following proposals:

​