AMC Entertainment (NYSE: AMC) disclosed:
We have entered into an equity distribution agreement (the “Distribution Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc., B. Riley Securities, Inc. and Goldman Sachs & Co. LLC, as our sales agents (the “sales agents”), relating to the shares of our Class A common stock, par value $0.01 (the “Class A common stock”) offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Distribution Agreement, we may, through our sales agents, offer and sell from time to time our Class A common stock having an aggregate offering price of up to $350,000,000. The sales agents may act as agents on our behalf or purchase shares of our Class A common stock as principals.
Sales, if any, of our Class A common stock, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including by sales made directly on or through the New York Stock Exchange (”NYSE”) or another market for our Class A common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices, through a combination of any such methods of sale, or as otherwise agreed with the sales agents. The sales agents may also sell our Class A common stock by any other method permitted by law. We will submit orders to only one (1) sales agent relating to the sale of shares of our Class A common stock on any given day. Subject to the terms and conditions of the Distribution Agreement, the sales agents will use their commercially reasonable efforts, consistent with their normal trading and sales practices, to sell on our behalf the designated shares of Class A common stock. We may instruct the sales agents not to sell any shares of Class A common stock if the sales cannot be effected at or above the price designated by us in any such instruction.
We also may sell shares of our Class A common stock to the sales agents, as principals for their own accounts, including a block trade, at a price per share of our Class A common stock agreed upon at the time of sale. If we sell shares of Class A common stock to the sales agents, as principals, we will enter into a separate terms agreement with the sales agents, and we will describe the agreement in a separate prospectus supplement or pricing supplement.
We will pay the sales agents compensation of 2.5% of the gross sales price per share of our Class A common stock sold through them as our agents under the Distribution Agreement. In connection with the sale of shares of Class A common stock on our behalf, the sales agents will each be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agents will be deemed to be underwriting commissions or discounts.
Our Class A common stock is listed on the NYSE under the symbol “AMC.” The market prices and trading volume of our shares of Class A common stock have been and may continue to be subject to wide fluctuations in response to numerous factors, many of which are beyond our control, which could cause purchasers of our Class A common stock to incur substantial losses. All references in this prospectus supplement to the number of shares, trading volume and price per share of our Class A common stock have been adjusted to reflect the Reverse Stock Split (as defined herein) that was effected on August 24, 2023, on a retroactive basis, unless otherwise noted.
During 2023, the market price of our Class A common stock has fluctuated from an intra-day low on the NYSE of $7.05 per share on September 11, 2023 to an intra-day high on the NYSE of $85.30 on February 28, 2023. The last reported sale price of our Class A common stock on the NYSE on November 8, 2023, was $10.09 per share. During 2023, according to the NYSE, daily trading volume for our Class A common stock ranged from approximately 771,720 to 84,989,600 shares. The extreme fluctuations in the market price and trading volume of our Class A common stock in recent years have been accompanied by reports of strong and atypical retail investor interest, including on social media and online forums. While the market prices of our Class A common stock may respond to developments regarding our liquidity, operating performance and prospects and developments regarding our industry, we believe that volatility and our current market prices also reflect market and trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how long these dynamics will last. Within the last seven business days, the market price of our Class A common stock has fluctuated from an intra-day low on the NYSE of $9.96 on October 31, 2023 to an intra-day high of $11.43 on November 6, 2023. We have made no disclosure regarding a change to our underlying business during that period. Under the circumstances, we caution you against investing in our Class A common stock, unless you are prepared to incur the risk of losing all or a substantial portion of your investment. See “Risk Factors — Risks Related to This Offering.”
Settlement of any sales of our Class A common stock will occur on the second business day following the date on which such sales were made (or such earlier day as is industry practice for regular-way trading). There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our Class A common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and the sales agents may agree
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AMC Entertainment (AMC) Files for $350M Offering of Common Stock - StreetInsider.com
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