v3.25.1
CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES
3 Months Ended
Mar. 31, 2025
CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES  
CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

NOTE 6—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows:

(In millions)

    

March 31, 2025

    

December 31, 2024

Secured Debt:

Credit Agreement-Term Loans due 2029 (11.322% as of March 31, 2025 and 11.356% as of December 31, 2024)

$

2,009.2

$

2,014.2

12.75% Odeon Senior Secured Notes due 2027

400.0

400.0

7.5% First Lien Notes due 2029

950.0

950.0

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

427.6

427.6

Subordinated Debt:

10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026

131.2

131.2

5.75% Senior Subordinated Notes due 2025

42.8

44.1

5.875% Senior Subordinated Notes due 2026

41.9

41.9

6.125% Senior Subordinated Notes due 2027

125.5

125.5

Total principal amount of corporate borrowings

$

4,128.2

$

4,134.5

Finance lease liabilities

 

50.0

 

49.3

Paid-in-kind interest for 6.00%/8.00% Cash/PIK Toggle Senior Secured Exchangeable Notes due 2030

10.1

1.5

Deferred financing costs

(45.4)

(47.2)

Net discount (1)

(167.2)

(171.3)

Derivative liability - Conversion Option

112.5

157.6

Total carrying value of corporate borrowings and finance lease liabilities

$

4,088.2

$

4,124.4

Less:

Current maturities of corporate borrowings

(62.8)

 

(64.2)

Current maturities of finance lease liabilities

(4.6)

(4.4)

Total noncurrent carrying value of corporate borrowings and finance lease liabilities

$

4,020.8

$

4,055.8

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

March 31,

December 31,

(In millions)

2025

2024

10%/12% Cash/PIK Toggle Second Lien Subordinated Notes due 2026

$

9.1

$

10.9

12.75% Odeon Senior Secured Notes due 2027

(19.5)

(20.9)

Credit Agreement-Term Loans due 2029

(40.7)

(43.4)

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

(116.1)

(117.9)

Net discount

$

(167.2)

$

(171.3)

The following table provides the principal payments required and maturities of corporate borrowing as of March 31, 2025:

Principal

Amount of

Corporate

(In millions)

    

Borrowings

Nine months ended December 31, 2025

$

57.8

2026

193.0

2027

 

545.1

2028

 

19.5

2029

 

2,885.2

2030

 

427.6

Total

$

4,128.2

Debt Repurchases and Exchanges

During the three months ended March 31, 2025, the Company executed a cash for debt transaction.

Aggregate Principal

Reacquisition

(Gain)/Loss on

Accrued Interest

(In millions)

Repurchased/Exchanged

Cost

Extinguishment

Paid/Exchanged

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 three months ended March 31, 2025 was $1.3 million.

During the three months ended March 31, 2024, the Company executed a debt for equity exchange transaction. This transaction was treated as an early extinguishment of debt. In accordance with ASC 470-50-40-3, the reacquisition price of the extinguished debt was determined to be the fair value of the Common Stock exchanged. The below table summarizes the debt for equity exchange.

Shares of

Aggregate Principal

Common Stock

Reacquisition

Gain on

Accrued Interest

(In millions, except for share data)

Repurchased

Exchanged

Cost

Extinguishment

Paid

Second Lien Notes due 2026

$

17.5

2,541,250

$

14.1

$

5.8

$

0.1

The total carrying value of the debt extinguished in the above transactions during the three months ended March 31, 2024 was $19.9 million.

Exchangeable Notes

Carrying value (in millions) as of March 31, 2025:

Carrying Value

Carrying Value

as of

(Increase) Decrease to

as of

(In millions)

December 31, 2024

Net Earnings (Loss)

March 31, 2025

Principal balance

$

427.6

$

$

427.6

Discount

(117.9)

1.8

(116.1)

Debt issuance costs

(23.3)

0.4

(22.9)

Accrued paid-in-kind interest

1.5

8.6

10.1

Derivative liability

157.6

(45.1)

112.5

Carrying value

$

445.5

$

(34.3)

$

411.2

The Exchangeable Notes have an effective interest rate of 15.12%.

At any time prior to the close of business on the second Trading Day (as defined in the Exchangeable Notes Indenture (the “Exchangeable Notes Indenture”)) immediately preceding the final maturity date of the Exchangeable Notes (as defined herein), each holder of the Exchangeable Notes shall have the right, at its option, to surrender for exchange all or a portion of its Exchangeable Notes at the Exchange Rate (as defined in the Exchangeable Notes Indenture) for Common Stock. The Exchange Rate is initially set at 176.6379 shares of the Common Stock per $1,000 principal amount of Exchangeable Notes exchanged, which reflects a price of $5.66 per share Common Stock (“Exchange Price”), which price is equal to 113% of the closing price per share of the Common Stock on July 19, 2024. The Exchange Rate is subject to customary adjustments and anti-dilution protections (as provided in the Exchangeable Notes Indenture).

At any time prior to the close of business on the second Trading Day immediately preceding the final maturity date of the Exchangeable Notes, Muvico will also have the right, at its election, to redeem all (but not less than all) of the outstanding Exchangeable Notes at a price equal to the aggregate principal amount of the Exchangeable Notes, plus accrued and unpaid interest thereon to, but excluding, the date of such redemption if the Daily VWAP (as defined in the Exchangeable Notes Indenture) per share of Common Stock exceeds 140% of the Exchange Price for fifteen consecutive Trading Days ending on (and including) the Trading Day immediately before the date on which Muvico sends a notice to holders calling such Exchangeable Notes for redemption (a “Soft Call Notice”). Any such Soft Call Notice will provide that the applicable redemption of the Exchangeable Notes will occur on a business day of Muvico’s choosing, not more than ten and not less than five business days after the date of the Soft Call Notice. Notwithstanding the foregoing, holders of Exchangeable Notes will be entitled within two business days of such Soft Call Notice to submit their Exchangeable Notes for exchange under the terms of the Exchangeable Notes Indenture.

In the event that holders of Exchangeable Notes voluntarily elect to exchange their Exchangeable Notes, such holders will also be entitled to a make-whole premium (the “Exchange Adjustment Consideration”) equal to (i) prior to the third anniversary of the Issue Date, 18.0% of the aggregate principal amount of the Exchangeable Notes being exchanged; (ii) on or after the third anniversary and prior to the fourth anniversary of the Issue Date, 12.0% of the aggregate principal amount of the Exchangeable Notes being exchanged; and (iii) on or after the fourth anniversary of the Issue Date and prior to the fifth anniversary, 6.0% of the aggregate principal amount of the Exchangeable Notes being exchanged. Muvico, at its option, will be entitled to pay the Exchange Adjustment Consideration in the form of shares of Common Stock (using a modified exchange price equal to 140% of the Exchange Price), subject to restrictions under the New Credit Agreement, cash in twelve equal installments over the twelve-month period following the applicable exchange or a combination thereof.

The Company analyzed the conversion option and Exchange Adjustment Consideration as one single conversion option (the “Conversion Option”). The Company bifurcated the Conversion Option from the principal balance of the Exchangeable Notes as a derivative liability. The Company bifurcated the Conversion Option as: (i) the economic characteristics of a conversion option embedded in a debt instrument are not clearly and closely related to the economic characteristics and risks of a debt host contract, as stated in ASC 815-15-25-51; (ii) the host debt instrument is not remeasured at fair value but rather, the Exchangeable Notes are measured at amortized cost; and (iii) the Conversion Option does not qualify for derivative scope exception under ASC 815-10-15-74(a). The Conversion Option also includes a make-whole adjustment, the Exchange Adjustment Consideration. The Exchange Adjustment Consideration (i.e., make-

whole payment) does not meet the criteria for indexation under ASC 815-40-15-7C because the design of the feature does not meet the time-value scope exception and as a result is accounted for as a derivative. The derivative liability is remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations as other expense or income. See Note 9–Fair Value Measurements for a discussion of the valuation methodologies. The principal balance exceeded the if-converted value of the Exchangeable Notes (including the Exchange Adjustment Consideration paid in shares) by approximately $183.0 million as of March 31, 2025 based on the closing price per share of the Company’s Common Stock of $2.87 per share.