Bond AMC Holdings Inc. 6.125% ( US00165CAD65 ) in USD

AMC Holdings Inc.

88.749 % ▼

United States

US00165CAD65 ( in USD )

6.125% per year ( payment 2 times a year)

14/05/2027

Prospectus brochure of the bond AMC Entertainment Holdings US00165CAD65 en USD 6.125%, maturity 14/05/2027

00165CAD6

CCC- ( Default imminent with little prospect for recovery )

Ca ( Default imminent with little prospect for recovery )

15/05/2026 ( In 97 days )

AMC Entertainment Holdings Inc. is a major American movie theater chain operating globally, known for its large number of screens and its recent involvement in meme stock trading activity.

AMC Entertainment Holdings (CUSIP: 00165CAD6, ISIN: US00165CAD65) issued a USD-denominated bond with a 6.125% coupon, maturing on May 14, 2027, currently trading at 89.9611% of par, paying semi-annually, and rated CCC- by S&P and Caa by Moody's.

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TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-217388
PROSPECTUS
AMC ENTERTAINMENT HOLDINGS, INC.
OFFER TO EXCHANGE
£500,000,000 aggregate principal amount of its 6.375% Senior Subordinated Notes due
2024, the issuance of which has been registered under the Securities Act of 1933, as
amended, for all of its outstanding 6.375% Senior Subordinated Notes due 2024
$595,000,000 aggregate principal amount of its 5.875% Senior Subordinated Notes due
2026, the issuance of which has been registered under the Securities Act of 1933, as
amended, for all of its outstanding 5.875% Senior Subordinated Notes due 2026
$475,000,000 aggregate principal amount of its 6.125% Senior Subordinated Notes due
2027, the issuance of which has been registered under the Securities Act of 1933, as
amended, for all of its outstanding 6.125% Senior Subordinated Notes due 2027
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus, all of our new 6.375% Senior Subordinated
Notes due 2024 (the "New Sterling Notes") for all of our outstanding 6.375% Senior Subordinated Notes due 2024 (the "Original Sterling Notes"), all of
our new 5.875% Senior Subordinated Notes due 2026 (the "New 5.875% Dollar Notes") for all of our outstanding 5.875% Senior Subordinated Notes
due 2026 (the "Original 5.875% Dollar Notes") and all of our new 6.125% Senior Subordinated Notes due 2027 (the "New 6.125% Dollar Notes" and
together with the New 5.875% Dollar Notes, the "New Dollar Notes") for all of our outstanding 6.125% Senior Subordinated Notes due 2027 (the
"Original 6.125% Dollar Notes" and together with the Original 5.875% Dollar Notes, the "Original Dollar Notes"). We refer to the New Sterling Notes
and the New Dollar Notes collectively as the "Exchange Notes," the Original Sterling Notes and the Original Dollar Notes as the "Original Notes," and
the Exchange Notes and Original Notes as the "notes." We are also offering the subsidiary guarantees of the Exchange Notes, which are described in this
prospectus. The terms of the Exchange Notes are substantially identical to the terms of the Original Notes except that the issuance of the Exchange
Notes has been registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"). We will
pay interest on the notes on May 15 and November 15 of each year. The New Sterling Notes mature on November 15, 2024. The New 5.875% Dollar
Notes mature on November 15, 2026. The New 6.125% Dollar Notes mature on May 15, 2027. The principal features of the exchange offer are as
follows:
·
We will exchange all Original Notes of each series that are validly tendered and not validly withdrawn prior to the expiration of the
exchange offer for an equal principal amount of Exchange Notes of the applicable series.
·
You may withdraw tendered Original Notes at any time prior to the expiration of the exchange offer.
·
The exchange offer expires at 11:59 p.m., New York City time, on July 6, 2017, unless extended. We do not currently intend to extend
the expiration date.
·
The exchange of Original Notes for Exchange Notes pursuant to the exchange offer will not be a taxable event for U.S. federal income
tax purposes.
·
We will not receive any proceeds from the exchange offer.
·
We do not intend to apply for listing of the New Dollar Notes on any securities exchange or automated quotation system. We do intend
to have the New Sterling Notes admitted to the Official List of the Channel islands Securities Exchange Authority ("CISEA" or the
"Exchange"). All untendered Original Notes will continue to be subject to the restrictions on transfer set forth in the Original Notes and
in the indentures governing the Original Notes. In general, the Original Notes may not be offered or sold except in a transaction
registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable
state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the Original
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Notes under the Securities Act.
You should consider carefully the risk factors beginning on page 11 of this prospectus before participating in the exchange offer.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for
Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We
have agreed that, starting on the expiration date of the exchange offer and ending on the close of business one year after the expiration date of the
exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to
provide you with any information or represent anything about us or the exchange offer that is not contained or incorporated by reference in
this prospectus. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We
are offering to exchange the Original Notes for the Exchange Notes only in places where the exchange offer is permitted. You should not
assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.
The date of this prospectus is June 7, 2017.
Table of Contents
TABLE OF CONTENTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION

ii
FORWARD LOOKING STATEMENTS

iii
SUMMARY

1
RISK FACTORS

11
RATIO OF EARNINGS TO FIXED CHARGES

19
THE EXCHANGE OFFER

20
USE OF PROCEEDS

31
DESCRIPTION OF EXCHANGE NOTES

32
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

76
PLAN OF DISTRIBUTION

77
LEGAL MATTERS

78
EXPERTS

78
We are incorporating by reference into this document important business and financial information that is not included in or delivered
with this document. This information is available without charge to you upon written or oral request. Requests should be directed to AMC
Entertainment Holdings, Inc., 11500 Ash Street, Leawood, Kansas 66211, telephone 913-213-2000. In order to obtain timely delivery, requests
must be made no later than five business days before the expiration date. See "Where You Can Find Additional Information" for further
information.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We and the guarantors have filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form S-4 under the
Securities Act with respect to the Exchange Notes being offered hereby. This prospectus, which forms a part of the registration statement, does not
contain all of the information set forth in the registration statement. For further information with respect to us, the guarantors or the Exchange Notes, we
refer you to the registration statement. We file reports and other information with the SEC. The registration statement, such reports and other
information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington D.C. 20549. Copies of
such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at
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prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information about the Public Reference Room. Such materials may also be
accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov). In addition, you may obtain these materials free of
charge on the Company's website (http://www.amctheatres.com). The contents of our website have not been, and shall not be deemed to be incorporated
by reference into this prospectus.
Under the terms of the indentures relating to the notes, we have agreed that, whether or not we are required to do so by the rules and regulations of
the SEC, for so long as any of the notes remain outstanding, we will furnish to the trustee and holders of the notes the information specified therein in
the manner specified therein. See "Description of Exchange Notes."
INCORPORATION BY REFERENCE
We are "incorporating by reference" into this prospectus certain information that we and Carmike have filed with the SEC, which means that we
are disclosing important information to you by referring you to that document. The information incorporated by reference is deemed to be part of this
prospectus, except for any information superseded by information contained directly in this prospectus, or any subsequently filed document deemed
incorporated by reference.
This prospectus incorporates by reference the following (excluding any portions of such documents that have been "furnished" but not "filed" for
purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), unless otherwise expressly identified in such filings as being
incorporated by reference into this prospectus):
·
our Annual Report on Form 10-K for the year ended December 31, 2016 (the "2016 Form 10-K"), filed with the SEC on March 10,
2017;
·
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 8, 2017;
·
the portions of our Proxy Statement on Schedule 14A, filed with the SEC on March 17, 2017, that are incorporated by reference into
Part III of our 2016 Form 10-K; and
·
our Current Reports on Form 8-K filed with the SEC on October 24, 2016 (the first filing on such date), November 30, 2016 (the second
filing on such date), March 10, 2017, March 13, 2017 (the "March 13 8-K"), March 17, 2017, March 28, 2017, April 27, 2017 and
May 11, 2017;
All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, on or subsequent to the date of this prospectus (except
that, unless otherwise indicated in the applicable report, we are not incorporating any information furnished under Item 2.02 or Item 7.01 of Form 8-K)
are to be incorporated herein by reference until completion of the exchange offer or for so long as we are obligated to make this prospectus available to
a broker-dealer during the one year following expiration of the exchange offer. Any statement contained in a document or report incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or superseded for
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purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this prospectus. Statements contained in this prospectus as to the contents of any contract or other
document referred to in this prospectus do not purport to be complete, and, where reference is made to the particular provisions of such contract or other
document, such provisions are qualified in all respects by reference to all of the provisions of such contract or other document.
We will provide, upon your oral or written request, a copy of any or all of the information that has been incorporated by reference into this
prospectus but not delivered with this prospectus. You may request a copy of these filings at no cost by writing or telephoning us at the following
address:
AMC Entertainment Holdings, Inc.
One AMC Way
11500 Ash Street
Leawood, KS 66211
Tel: (913) 213-2000
Attention: General Counsel
We also make available free of charge on our website at www.amctheatres.com our Annual Reports on Form 10-K, Quarterly Reports on Form 10-
Q and Current Reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file such material
with, or furnish it to, the SEC. Information contained on our website is not part of this prospectus.
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FORWARD LOOKING STATEMENTS
Certain statements made in this prospectus, the documents that are incorporated by reference in this prospectus and other written or oral statements
made by or on behalf of AMC may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934. Statements that are not historical facts, including statements about AMC's beliefs and expectations, are forward-
looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, "will," "intends," "believes,"
"expects," "anticipates," "plans," "estimates" or similar expressions. These statements are based on beliefs and assumptions of management, which in
turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results
to differ materially from those contained in any forward-looking statement. Many of these factors are beyond AMC's ability to control or predict.
Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited
to:
·
risks relating to motion picture production and performance;
·
our lack of control over distributors of films;
·
intense competition in the geographic areas in which we operate;
·
increased use of alternative film delivery methods or other forms of entertainment;
·
shrinking exclusive theatrical release windows;
·
general and international economic, political, social and financial market conditions and other risks including the effects of the exit of the
United Kingdom from the European Union;
·
risks and uncertainties relating to our significant indebtedness;
·
limitations on the availability of capital may prevent us from deploying strategic initiatives;
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·
certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of certain business
opportunities;
·
our ability to achieve expected synergies benefits and performance from our recent strategic theatre acquisitions and strategic initiatives;
·
our ability to comply with, and the effects of, a settlement we entered into with the United States Department of Justice pursuant to
which we agreed to divest theatres, transfer advertising rights of certain theatres and divest our holdings in National CineMedia, LLC
("NCM");
·
our ability to refinance our indebtedness on terms favorable to us;
·
optimizing our theatre circuit through construction and the transformation of our existing theatres may be subject to delay and
unanticipated costs;
·
failures, unavailability or security breaches of our information systems;
·
risks relating to impairment losses and theatre and other closure charges;
·
our ability to utilize net operating loss carryforwards to reduce our future tax liability;
·
review by antitrust authorities in connection with acquisition opportunities;
·
our investment and equity in earnings from NCM may be negatively impacted by the competitive environment in which NCM operates
and by the risks associated with its strategic initiatives;
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·
risks relating to unexpected costs or unknown liabilities relating to Completed Acquisitions;
·
risks relating to the incurrence of legal liability;
·
dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key
personnel, including in connection with our recently completed and any future acquisitions;
·
risks of poor financial results may prevent us from deploying strategic initiatives;
·
operating a business in markets AMC is unfamiliar with, including acceptance by movie-goers of AMC initiatives that are new to those
markets; and
·
increased costs in order to comply with governmental regulation and the impact of governmental investigations concerning potentially
anticompetitive conduct including film clearances and partnering with other major exhibitors in joint ventures.
Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially from
those described in the forward-looking statements are set forth in this prospectus under "Risk Factors" and in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the 2016 Form 10-K and in subsequent reports filed by us with the SEC, including Forms 8-K.
Because of the foregoing, you are cautioned against relying on forward-looking statements, which speak only as of the date hereof. We do not undertake
to update any of these statements in light of new information or future events, except as required by applicable law.
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Table of Contents
SUMMARY
The following summary highlights information appearing elsewhere in, or incorporated by reference into, this prospectus. This summary is not
complete and does not contain all of the information that you should consider before participating in the exchange offer. You should carefully read the
entire prospectus, including the section entitled "Risk Factors", along with the financial data and related notes and the other documents that we
incorporate by reference in this prospectus. Unless we state otherwise, or the context otherwise provides, references to "we," "us," "our," the
"Company" or "AMC" refer to AMC Entertainment Holdings, Inc. and its consolidated subsidiaries, including from their respective date of acquisition
Odeon and Carmike, but not including Nordic; references to "Carmike" are to Carmike Cinemas, Inc. and its consolidated subsidiaries; references to
"Odeon" are to Odeon and UCI Cinemas Holdings Limited and its consolidated subsidiaries; and references to "Nordic" are to Nordic Cinema Group
Holding AB and its consolidated subsidiaries.
Our Company
We are the world's largest theatrical exhibition company and an industry leader in innovation and operational excellence. Over the course of our
nearly 100 year history, we have pioneered many of the theatrical exhibition industry's most important innovations. We introduced Multiplex theatres in
the 1960s and the North American stadium-seated Megaplex theatre format in the 1990s. Most recently, we revolutionized movie-going with the
deployment of our theatre renovations featuring plush, powered recliner seating. Our growth has been driven by a combination of organic growth
through reinvestment in our existing assets and through the acquisition of some of the most respected companies in the theatrical exhibition industry.
The combination of AMC, Odeon, Carmike and Nordic makes us the largest theatre operator in the world with 1,027 theatres and 11,247 screens in
15 countries as of March 31, 2017. We are the #1 theatre operator in the United States, the #1 theatre operator in the United Kingdom, Ireland, Italy,
Spain, Sweden, Finland, Estonia, Latvia and Lithuania; the #2 theatre operator in Austria, Portugal and Norway; and the #4 theatre operator in
Germany. We have operations in four of the world's ten largest economies, including four of the five largest European economies (the United Kingdom,
Spain, Italy and Germany). Additionally the combined company is the largest global procurer in theatrical exhibition of film, food and beverage items,
lighting and theatre supplies.
As of March 31, 2017, we owned, operated or held interests in 660 theatres with a total of 8,298 screens in the United States and 367 theatres and
2,949 screens in European markets. With operations in 44 states, approximately 52% of the U.S. population lives within 10 miles of one of our theatres.
We have a diversified footprint with complementary global geographic and guest demographic profiles, which we believe gives our circuit a unique
profile and offers strategic and operational advantages. We operate productive theaters in the top markets in the United States and have #1 or #2 market
share in the top three markets: New York, Los Angeles and Chicago. Our top five markets, in each of which we hold the #1 or #2 share position, are
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New York (45% share), Los Angeles (26%), Chicago (42%), Philadelphia (29%) and Dallas (30%). Strategically, these markets and our theatres in them
are diverse, operationally complex and, in many cases, the scarcity of new theatre opportunities creates a significant competitive advantage for
established locations against newcomers or alternative entertainment options.
We are a Delaware corporation. Our principal executive offices are located at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211. The
telephone number of our principal executive offices is (913) 213-2000. We maintain a website at www.amctheatres.com, on which we post our key
corporate governance documents, including our board committee charters and our code of ethics. We do not incorporate the information on our website
into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus.
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Ratio of Earnings to Fixed Charges
The following table sets forth information regarding our ratio of earnings to fixed charges for each of the periods shown. The ratio of earnings to
fixed charges represents the number of times fixed charges are covered by earnings.

Years Ended

From

Inception

Three Months
August 31,
January 1,
Ended
2012 through
2012 through
March 31,
December 31,
December 31,
December 31,
December 31,
December 31,
August 30,

2017

2016

2015

2014

2013

2012

2012

(Successor)

(Successor)

(Successor)

(Successor)

(Successor)

(Successor)
(Predecessor)
Ratio of Earnings to
Fixed Charges(1)

1.2x

1.5x

1.6x

1.4x

1.3x

--

1.5x
(1)
Earnings were insufficient to cover fixed charges by $25,776,000 for the period from inception August 31, 2012 through December 31, 2012 (Successor 2012).
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The Exchange Offer
On November 8, 2016, we completed a private offering of the Original Sterling Notes and Original 5.875% Dollar Notes ("the 2016 private
offering"). Concurrently with the 2016 private offering, we entered into a registration rights agreement (the "2016 Registration Rights Agreement")
with Citigroup Global Markets Inc. as representative for several initial purchasers. On March 17, 2017, we completed a private offering of the
Original 6.125% Dollar Notes and an add-on offering to the Original Sterling Notes ("the 2017 private offering" and together with the 2016 private
offering, the "private offerings"). Concurrently with the 2017 private offering, we entered into a registration rights agreement (the "2017 Registration
Rights Agreement" and together with the 2016 Registration Rights Agreement, the "Registration Rights Agreements") with Citigroup Global
Markets Inc. and Merrill Lynch, Pierce Fenner & Smith Incorporated as representatives for several initial purchasers. Pursuant to the Registration
Rights Agreements, we agreed, among other things, to file the registration statement of which this prospectus is a part. The following is a summary of
the exchange offer. For more information please see "The Exchange Offer." The "Description of Exchange Notes" section of this prospectus contains a
more detailed description of the terms and conditions of the Exchange Notes.
General

The form and terms of the Exchange Notes of each series
are the same as the form and terms of the applicable series
of Original Notes except that:

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· the issuance and sale of the Exchange Notes have been
registered pursuant to an effective registration
statement under the Securities Act; and

· the holders of the Exchange Notes will not be entitled
to certain registration rights or the additional interest
provisions of the Registration Rights Agreements,
which permits an increase in the interest rate on the
Original Notes in some circumstances relating to the
timing of the exchange offer. See "The Exchange
Offer."

The Exchange Offer
We are offering to exchange (i) £500,000,000 aggregate
principal amount of New Sterling Notes that have been
registered under the Securities Act for all of our
outstanding Original Sterling Notes, (ii) $595,000,000
aggregate principal amount of New 5.875% Dollar Notes
that have been registred under the Securities Act for all of
our outstanding Original 5.875% Dollar Notes, and
(iii) $475,000,000 aggregate principal amount of New
6.125% Dollar Notes that have been registered under the
Securities Act for all of our outstanding Original 6.125%
Dollar Notes,

The exchange offer will remain in effect for a limited
time. We will accept any and all Original Notes validly
tendered and not withdrawn prior to 11:59 p.m., New
York City time, on July 6, 2017. Holders may tender
some or all of their Original Notes pursuant to the
exchange offer. However, the Original Sterling Notes
may be tendered only in a denomination equal to
£100,000 and any integral multiples of £1,000 in excess
thereof and the Original Dollar Notes may be tendered
only in a denomination equal to $2,000 and any integral
multiples of $1,000 in excess thereof.
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Resale

Based upon interpretations by the staff of the SEC set
forth in no-action letters issued to unrelated third-parties,
we believe that the Exchange Notes may be offered for
resale, resold or otherwise transferred by you without
compliance with the registration and prospectus delivery
requirements of the Securities Act, unless you:

· are an "affiliate" of ours within the meaning of
Rule 405 under the Securities Act;

· are a broker-dealer that purchased the notes directly
from us for resale under Rule 144A, Regulation S or
any other available exemption under the Securities Act;

· acquired the Exchange Notes other than in the ordinary
course of your business;

· have an arrangement with any person to engage in the
distribution of the Exchange Notes; or

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· are prohibited by law or policy of the SEC from
participating in the exchange offer.

However, we have not obtained a no-action letter, and
there can be no assurance that the SEC will make a
similar determination with respect to the exchange offer.
Furthermore, in order to participate in the exchange offer
with respect to the Original Dollar Notes, you must make
the representations set forth in the prospectus and the
letter of transmittal that we are sending you with this
prospectus.

Expiration Date
The exchange offer will expire at 11:59 p.m., New York
City time, on July 6, 2017, unless we decide to extend it.
We do not currently intend to extend the expiration date,
although we reserve the right to do so.

Conditions to the Exchange Offer
The exchange offer is subject to certain customary
conditions, some of which may be waived by us. See "The
Exchange Offer--Conditions to the Exchange Offer."

Procedures for Tendering Original Notes
Otherwise than in respect of the Original Sterling Notes
held in Euroclear Bank SA/NV ("Euroclear") or
Clearstream Banking société anonyme ("Clearstream"), to
participate in the exchange offer, you must properly
complete and duly execute a letter of transmittal, which
accompanies this prospectus, and transmit it, along with
all other documents required by such letter of transmittal,
to the exchange agent on or before the expiration date at
the address provided on the cover page of the letter of
transmittal.

In the alternative, you can tender your Original Dollar
Notes by following the automatic tender offer program, or
ATOP, procedures established by The Depository Trust
Company ("DTC"), for tendering notes held in book-
entry form, as described in this prospectus, whereby you
will agree to be bound by the letter of transmittal and we
may enforce the letter of transmittal against you.
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You can tender your Original Sterling Notes by causing a
valid instruction in the form specified in the relevant
European Clearing System Notice (as defined herein) for
submission by Direct Participants (as defined herein) to
be received by the exchange agent.

If a holder of Original Dollar Notes desires to tender such
notes and the holder's Original Dollar Notes are not
immediately available, or time will not permit the holder's
Original Dollar Notes or other required documents to
reach the exchange agent before the expiration date, or the
procedure for book-entry transfer cannot be completed on
a timely basis, a tender may be effected pursuant to the
guaranteed delivery procedures described in this
prospectus.

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For more details, please read "The Exchange Offer--
Procedures for Tendering Original Sterling Notes," "The
Exchange Offer--Procedures for Tendering Original
Dollar Notes" and "The Exchange Offer--Book-Entry
Transfer."

Special Procedures for Beneficial Owners
If you are a beneficial owner of Original Notes that are
registered in the name of a broker, dealer, commercial
bank, trust company or other nominee, and you wish to
tender those Original Notes in the exchange offer, you
should contact the registered holder promptly and instruct
the registered holder to tender those Original Notes on
your behalf. With respect to the Original Dollar Notes, if
you wish to tender on your own behalf, you must, prior to
completing and executing the letter of transmittal and
delivering your Original Dollar Notes, either make
appropriate arrangements to register ownership of the
Original Dollar Notes in your name or obtain a properly
completed bond power from the registered holder. The
transfer of registered ownership may take considerable
time and may not be able to be completed prior to the
expiration date.

Withdrawal Rights
You may withdraw your tender of Original Notes at any
time prior to 11:59 p.m., New York City time, on the
expiration date of the exchange offer. Please read "The
Exchange Offer--Withdrawal of Tenders."

Acceptance of Original Notes and Delivery of Exchange
Subject to customary conditions, we will accept Original
Notes
Notes that are properly tendered in the exchange offer and
not withdrawn prior to the expiration date. The Exchange
Notes will be delivered promptly following the expiration
date.
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Consequences of Failure to Exchange Original Notes

If you do not exchange your Original Notes in the
exchange offer, you will no longer be able to require us to
register the Original Notes under the Securities Act,
except in the limited circumstances provided under the
Registration Rights Agreements. In addition, you will not
be able to resell, offer to resell or otherwise transfer the
Original Notes unless we have registered the Original
Notes under the Securities Act, or unless you resell, offer
to resell or otherwise transfer them under an exemption
from the registration requirements of, or in a transaction
not subject to, the Securities Act.

Dissenters' Rights
Holders of Original Notes do not have any appraisal or
dissenters' rights in connection with the exchange offer.
We intend to conduct the exchange offer in accordance
with the applicable requirements of the Securities
Exchange Act of 1934, as amended, or the Exchange Act,
and the rules and regulations of the SEC.

Interest on the Exchange Notes and the Original Notes
The Exchange Notes will bear interest from the most
recent interest payment date on which interest has been
paid on the Original Notes. Holders whose Original Notes
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are accepted for exchange will be deemed to have waived
the right to receive interest accrued on the Original Notes.

Broker-Dealers
Each broker-dealer that receives Exchange Notes for its
own account in exchange for Original Notes, where such
Original Notes were acquired by such broker-dealer as a
result of market-making activities or other trading
activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such
Exchange Notes. See "Plan of Distribution."

Material U.S. Federal Income Tax Consequences
The holder's receipt of Exchange Notes in exchange for
Original Notes will not constitute a taxable event for U.S.
federal income tax purposes. Please read "Material U.S.
Federal Income Tax Considerations."

Exchange Agent
U.S. Bank National Association, the trustee under the
indentures governing the notes, is serving as exchange
agent in connection with the exchange offer.

Use of Proceeds
The issuance of the Exchange Notes will not provide us
with any new proceeds. We are making the exchange
offer solely to satisfy certain of our obligations under the
Registration Rights Agreements.

Fees and Expenses
We will bear all expenses related to the exchange offer.
Please read "The Exchange Offer--Fees and Expenses."
6
Table of Contents

The Exchange Notes
Issuer

AMC Entertainment Holdings, Inc.

New Sterling Notes Offered
Up to £500,000,000 in aggregate principal amount of
6.375% Senior Subordinated Notes due 2024. The New
Sterling Notes and the Original Sterling Notes will be
considered to be a single class for all purposes under the
indenture governing such notes, including waivers,
amendments, redemptions and offers to purchase.

New 5.875% Dollar Notes Offered
Up to $595,000,000 aggregate principal amount of
5.875% Senior Subordinated Notes due 2026. The New
5.875% Dollar Notes and the Original 5.875% Dollar
Notes will be considered to be a single class for all
purposes under the indenture governing such notes,
including waivers, amendments, redemptions and offers
to purchase.

New 6.125% Dollar Notes Offered
Up to $475,000,000 aggregate principal amount of
6.125% Senior Subordinated Notes due 2027. The New
6.125% Dollar Notes and the Original 6.125% Dollar
Notes will be considered to be a single class for all
purposes under the indenture governing such notes,
including waivers, amendments, redemptions and offers
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Document Outline

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