UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K AMC ...

92 Pages·2012·0.38 MB·English

Section 1: 425 (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2016
AMC ENTERTAINMENT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other 001-33892 26-0303916
jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One AMC Way
11500 Ash Street, Leawood, KS 66211
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: [phone]
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
Historical Financial Information of Odeon and UCI Cinemas Holdings Limited
This Current Report on Form 8-K is being filed to include certain financial information relating to the pending acquisition (the "Odeon
Acquisition") by AMC Entertainment Holdings, Inc. (the "Company") of Odeon and UCI Cinemas Holdings Limited ("Odeon"). This information is
being provided in connection with the Company's proposed financing in connection with the Odeon Acquisition and its pending acquisition of
Carmike Cinemas, Inc. ("Carmike"). This Current Report includes (i) the audited consolidated financial statements of Odeon as of and for the year
ended December 31, 2015 and (ii) the unaudited condensed consolidated financial statements of Odeon as of and for the six months ended June 30,
2016 and 2015, attached hereto as Exhibits 99.1 and 99.2, respectively.
The audited and unaudited consolidated financial statements of Odeon included in Exhibits 99.1 and 99.2 hereto have been prepared in
accordance with UK Accounting Standards, including FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland
(UK Generally Accepted Accounting Practice) ("U.K. GAAP"), which differs in certain respects from U.S. generally accepted accounting principles
("U.S. GAAP").
Pro Forma Financial Information
In addition to the financial statements listed above, this Current Report includes (i) an unaudited pro forma balance sheet of the Company as
of June 30, 2016 and (ii) unaudited statements of operations of the Company for the year ended December 31, 2015, the six months ended June 30,
2016 and the six months ended June 30, 2015 and the related notes thereto, attached hereto as Exhibit 99.3. The unaudited pro forma balance sheet
and statements of operations give effect to the Odeon Acquisition, (ii) the related debt financing (the "Debt Financing") and (ii) the issuance of
shares of the Company's Class A Common Stock in a private placement to the sellers of Odeon (the "Equity Financing" and together with the Debt
Financing, the "Financings"). The unaudited pro forma condensed combined statements of operations combine the historical consolidated
statements of operations of the Company and Odeon, giving effect to the Odeon Acquisition and Financings as if they had been completed on
January 1, 2015. The unaudited pro forma condensed combined balance sheet as of June 30, 2016, combines the historical consolidated balance
sheets of Odeon and the Company, giving effect to the Odeon Acquisition and Financings as if they had occurred on June 30, 2016. The historical
consolidated financial information for Odeon has been adjusted to comply with U.S. GAAP. The classification of certain items presented by Odeon
under U.K. GAAP has been modified in order to align with the presentation used by the Company under U.S. GAAP. In addition to the U.S. GAAP
adjustments and the reclassifications, amounts have also been translated to U.S. Dollars.
Important Additional Information Regarding the Merger
This communication may be deemed to be solicitation material in respect of the proposed merger of Carmike with and into a wholly-owned
subsidiary of the Company. In connection with the proposed merger, a Registration Statement on Form S-4 (the "Registration Statement") has
been filed with the Securities and Exchange Commission ("SEC") containing a prospectus with respect to the Company's Class A common stock to
be issued in the proposed merger and a proxy statement of Carmike in connection with the proposed merger (the "Proxy Statement/Prospectus").
The proxy statement of Carmike contained in the Proxy Statement/Prospectus replaces the definitive proxy statement which Carmike previously
filed with the SEC on May 23, 2016 and mailed to its stockholders on or about May 25, 2016. Each of the Company and Carmike intends to file other
documents with the SEC regarding the proposed merger. The definitive Proxy Statement/Prospectus was mailed to stockholders of Carmike on or
about October 13, 2016 and contains important information about the proposed merger and related matters.
BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, CARMIKE'S STOCKHOLDERS ARE URGED TO READ CAREFULLY THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY OR CARMIKE HAS FILED OR MAY FILE WITH THE SEC IN CONNECTION
WITH THE PROPOSED MERGER, OR WHICH ARE INCORPORATED BY REFERENCE IN THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Carmike's stockholders may obtain, free of charge, copies of the definitive Proxy Statement/Prospectus and Registration Statement and other
relevant documents filed by the Company and Carmike with the SEC, at the SEC's website at www.sec.gov. In addition, Carmike's stockholders may
obtain free copies of the Proxy Statement/Prospectus and other relevant documents filed by Carmike with the SEC from Carmike's website at
http://www.carmikeinvestors.com/.
This communication does not constitute an offer to buy or exchange, or the solicitation of an offer to sell or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This communication is not a substitute for any prospectus, proxy statement or any other document
that the Company or Carmike may file with the SEC in connection with the proposed merger.
Participants in the Solicitation
This communication does not constitute a solicitation of a proxy from any stockholder with respect to the proposed merger. However, each of
the Company, Carmike and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from
Carmike's stockholders with respect to the proposed merger. More detailed information regarding the identity of these potential participants, and
any direct or indirect interests they may have in the proposed merger, by security holdings or otherwise, is set forth in the Proxy
Statement/Prospectus. Additional information concerning the Company's directors and executive officers is set forth in the definitive proxy
statement filed by the Company with the SEC on March 15, 2016 and in the Annual Report on Form 10-K filed by the Company with the SEC on
March 8, 2016. These documents are available to Carmike stockholders free of charge from the SEC's website at www.sec.gov and from the investor
relations section of the Company's website at amctheatres.com. Additional information concerning Carmike's directors and executive officers and
their ownership of Carmike common stock is set forth in the proxy statement for Carmike's most recent annual meeting of stockholders, which was
filed with the SEC on April 15, 2016 and in the Annual Report on Form 10-K filed by Carmike with the SEC on February 29, 2016. These documents
are available to Carmike stockholders free of charge from the SEC's website at www.sec.gov and from Carmike's website at
http://www.carmikeinvestors.com.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
23.1 Consent of KPMG LLP.

99.1 Audited consolidated financial statements of Odeon and UCI Cinemas Holdings Limited as
of and for the year ended December 31, 2015.

99.2 Unaudited condensed consolidated financial statements of Odeon and UCI Cinemas
Holdings Limited as of and for the six months ended June 30, 2016 and 2015.

99.3 Unaudited pro forma condensed combined financial information as of and for the six
months ended June 30, 2016 and 2015 and for the year ended December 31, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMC ENTERTAINMENT HOLDINGS, INC.

Date: October 24, 2016 By: /s/ CRAIG R. RAMSEY
Name: Craig R. Ramsey
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibits
23.1 Consent of KPMG LLP.

99.1 Audited consolidated financial statements of Odeon and UCI Cinemas Holdings Limited as
of and for the year ended December 31, 2015.

99.2 Unaudited condensed consolidated financial statements of Odeon and UCI Cinemas
Holdings Limited as of and for the six months ended June 30, 2016 and 2015.

99.3 Unaudited pro forma condensed combined financial information as of and for the six
months ended June 30, 2016 and 2015 and for the year ended December 31, 2015.
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Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
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Section 2: EX-23.1 (EX-23.1)

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Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Odeon and UCI Cinemas Holdings Limited:
We consent to the incorporation by reference in the registration statement (No. 333- 192912) on Form S-8 and registration statement (No. 333-
213802) on Form S-4 of AMC Entertainment Holdings, Inc. of our report dated October 20, 2016, with respect to the consolidated balance sheet of
Odeon and UCI Cinemas Holdings Limited as of December 31, 2015, the related consolidated profit and loss account, and consolidated statements
of other comprehensive income, changes in equity, and cash flows for the year then ended, which report appears in the Form 8-K of AMC
Entertainment Holdings, Inc. dated October 24, 2016. As more fully disclosed in Note 1 to the December 31, 2015 consolidated financial statements,
the audit report is qualified due to the omission of comparative financial information. Furthermore, the audit report contains an explanatory
paragraph relating to qualitative differences between UK Accounting Standards, including FRS 102, The Financial Reporting Standard applicable
in the UK and Republic of Ireland and U.S. generally accepted accounting principles as presented in Note 30 to the consolidated financial
statements.
/s/ KPMG LLP
Manchester, United Kingdom
October 24, 2016
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Exhibit 23.1
Consent of Independent Auditors
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Section 3: EX-99.1 (EX-99.1)

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Exhibit 99.1
KPMG LLP
1 St Peter's Square
Manchester
M2 3AE
United Kingdom
Independent Auditors' Report
The Board of Directors, Odeon and UCI Cinemas Holdings Limited
We have audited the accompanying consolidated financial statements of Odeon and UCI Cinemas Holdings Limited and its subsidiaries ("the
Company"), which comprise the consolidated balance sheet as of 31 December 2015, and the related consolidated profit and loss account, and
consolidated statements of other comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes to the
consolidated financial statements which, as described in Note 1 to the consolidated financial statements, have been prepared in accordance with
UK Accounting Standards, including FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (UK Generally
Accepted Accounting Practice).
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with UK
Generally Accepted Accounting Practice; this includes the design, implementation, and maintenance of internal control relevant to the preparation
and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in
accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant
to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express
no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.
Basis for Qualified Opinion
As more fully disclosed in Note 1 to the consolidated financial statements, UK Generally Accepted Accounting Practice requires that
consolidated financial statements be presented with comparative financial information. The accompanying consolidated financial statements have
been prepared solely for the purpose of meeting the requirements of Rule 3-05 of Regulation S-X of the US Securities and
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Exchange Commission ("Rule 3.05"). Rule 3.05 only requires the accompanying consolidated financial statements to be prepared as of and for the
year ended 31 December 2015; accordingly no comparative financial information is presented.
Qualified Opinion
In our opinion, except for the omission of comparative financial information described in the Basis for Qualified Opinion paragraph above, the
consolidated financial statements referred to above present fairly, in all material respects, the financial position of Odeon and UCI Cinemas
Holdings Limited and its subsidiaries as of 31 December 2015 and the results of their operations and their cash flows for the year then ended in
accordance with UK Generally Accepted Accounting Practice.
Emphasis of Matter
The Company prepared its consolidated financial statements in accordance with UK Generally Accepted Accounting Practice, which differs in
certain respects from U.S. generally accepted accounting principles. Information relating to the qualitative nature of such differences is presented
in note 30 to the consolidated financial statements. Our opinion is not modified with respect to this matter.
KPMG LLP
Manchester, United Kingdom
20 October 2016
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