Obligation AMC Holdings Inc. 5.75% ( US00165AAH14 ) en USD

AMC Holdings Inc.

100 % ▲

Etats-unis

US00165AAH14 ( en USD )

5.75% par an ( paiement semestriel )

14/06/2025 - Obligation échue

Prospectus brochure de l'obligation AMC Entertainment Holdings US00165AAH14 en USD 5.75%, échue

00165AAH1

CCC- ( Défaut imminent, avec quelques espoirs de recouvrement )

Ca ( Défaut imminent, avec peu d'espoir de recouvrement )

AMC Entertainment Holdings est une société américaine de divertissement qui exploite une chaîne de cinémas à travers le monde, proposant des projections de films, des événements spéciaux et des services de restauration.

L'Obligation émise par AMC Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US00165AAH14, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2025

L'Obligation émise par AMC Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US00165AAH14, a été notée Ca ( Défaut imminent, avec peu d'espoir de recouvrement ) par l'agence de notation Moody's.

L'Obligation émise par AMC Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US00165AAH14, a été notée CCC- ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-205103
PROSPECTUS
AMC ENTERTAINMENT INC.
OFFER TO EXCHANGE
$600,000,000 aggregate principal amount of its 5.75% Senior Subordinated Notes due 2025, the issuance of
which has been registered under the Securities Act of 1933, as amended,
for
all of its outstanding 5.75% Senior Subordinated Notes due 2025
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, all
of our new 5.75% Senior Subordinated Notes due 2025 (the "exchange notes") for all of our outstanding 5.75% Senior Subordinated Notes due 2025
(the "original notes" and collectively with the exchange notes, 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 June 15 and December 15 of each year. The notes mature on June 15, 2025. The principal features of the
exchange offer are as follows:
·
We will exchange all original notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for
an equal principal amount of exchange notes.
·
You may withdraw tendered original notes at any time prior to the expiration of the exchange offer.
·
The exchange offer expires at 5:00 p.m., New York City time, on July 27, 2015, 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 exchange notes on any securities exchange or automated quotation system. All untendered
original notes will continue to be subject to the restrictions on transfer set forth in the original notes and in the indenture. 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 notes under the Securities Act.
You should consider carefully the risk factors beginning on page 14 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
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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 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 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 29, 2015.
TABLE OF CONTENTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION

1
NON-GAAP FINANCIAL MEASURES

1
FORWARD LOOKING STATEMENTS

2
MARKET AND INDUSTRY DATA

3
TRADEMARKS AND SERVICE MARKS

3
SUMMARY

4
RISK FACTORS

14
THE EXCHANGE OFFER

28
USE OF PROCEEDS

37
SELECTED CONSOLIDATED FINANCIAL DATA

38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

42
BUSINESS

77
DIRECTORS AND EXECUTIVE OFFICERS

95
EXECUTIVE COMPENSATION
103
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
122
DESCRIPTION OF OTHER INDEBTEDNESS
125
DESCRIPTION OF EXCHANGE NOTES
129
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
166
PLAN OF DISTRIBUTION
166
LEGAL MATTERS
167
EXPERTS
167
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
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Table of Contents
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
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 indenture 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."
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NON-GAAP FINANCIAL MEASURES
Certain financial measures presented in this prospectus, such as Adjusted EBITDA, are not recognized terms under accounting principles generally
accepted in the United States ("GAAP"). These measures exclude a number of significant items, including our interest expense and depreciation and
amortization expense.
We present Adjusted EBITDA as a supplemental measure of our performance that is commonly used in our industry. We define Adjusted EBITDA
as earnings (loss) from continuing operations plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as
further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and to include any
cash distributions of earnings from our equity method investees. You are encouraged to evaluate these adjustments and the reasons we consider them
appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same
as or similar to some of the adjustments in the presentation contained in this prospectus. Our presentation of Adjusted EBITDA should not be construed
as an inference that our future results will be unaffected by unusual or non-recurring items. Adjusted EBITDA is a non-GAAP financial measure
commonly used in our industry and should not be construed as an alternative to net earnings (loss) as an indicator of operating performance or as an
alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may
not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides
management and investors with additional information to measure our performance and liquidity, estimate our value and evaluate our ability to service
debt.
Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our
results as reported under GAAP. For example, Adjusted EBITDA:
·
does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments;
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·
does not reflect changes in, or cash requirements for, our working capital needs;
·
does not reflect the significant interest expenses, or the cash requirements necessary to service interest or principal payments, on our
debt;
·
excludes income tax payments that represent a reduction in cash available to us;
·
does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; and
·
does not reflect management fees that were paid to our former sponsors.
FORWARD LOOKING STATEMENTS
In addition to historical information, this prospectus contains "forward-looking statements." Forward-looking statements may be identified by the
use of words such as "may," "will," "forecast," "estimate," "project," "intend," "expect," "should," "believe" and other similar expressions that predict or
indicate future events or trends or that are not statements of historical matters. Instead they are based only on our current beliefs, expectations, and
assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future
conditions. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed
in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-
looking statements. These risks and uncertainties include, but are not limited to, the following:
·
decreased supply of motion pictures or delayed access to motion pictures;
·
quality of motion picture production, spending levels on motion picture marketing, and performance of motion pictures in our markets;
·
risks and uncertainties relating to our significant indebtedness;
·
limitations on the availability of capital may prevent us from deploying strategic initiatives;
·
risks of poor financial results may prevent us from meeting our payment obligations;
·
our ability to utilize net operating loss carryforwards to reduce our future tax liability;
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·
increased competition in the geographic areas in which we operate;
·
increased use of alternative film delivery methods or other forms of entertainment;
·
shrinking theatrical exclusive release windows;
·
certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of certain business
opportunities;
·
general political, social and economic conditions;
·
compliance with governmental regulation, including investigations concerning potentially anticompetitive conduct;
·
review by antitrust authorities in connection with acquisition opportunities;
·
dependence on key personnel for current and future performance;
·
optimizing our theatre circuit through construction and the transformation of our existing theatres may be subject to delay and
unanticipated costs;
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·
our ability to achieve expected benefits and performance from our strategic theatre acquisitions and other strategic initiatives;
·
our ability to finance our indebtedness on terms favorable to us;
·
failures, unavailability or security breaches of our information systems;
·
our investment and equity in earnings from National CineMedia, LLC ("NCM") may be negatively impacted by the competitive
environment in which NCM operates and by the risks associated with its strategic initiatives;
·
risks relating to impairment losses and theatre and other closure charges; and
·
risks relating to the incurrence of legal liability.
This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. In addition,
new risks and uncertainties may arise from time to time. Accordingly, all forward- looking statements should be evaluated with an understanding of
their inherent uncertainty.
Except as required by law, we assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the
reasons. Actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in
the future.
All subsequent written and oral forward looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety
by these cautionary statements. The forward looking statements included herein are made only as of the date of this prospectus and we do not undertake
any obligation to release publicly any revisions to such forward looking statements to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
MARKET AND INDUSTRY DATA
Information regarding market share, market position and industry data pertaining to our business contained in this prospectus consists of our
estimates based on data and reports compiled by industry professional organizations, including the Motion Picture Association of America ("MPAA"),
the National Association of Theatre Owners ("NATO"), Rentrak Corporation ("Rentrak"), industry analysts and our management's knowledge of our
business and markets. Unless otherwise noted in this prospectus, all information provided by the MPAA is for the 2014 calendar year, all information
provided by NATO is for the 2014 calendar year and all information provided by Rentrak is for the 2014 calendar year.
Although we believe that the sources are reliable, we have not independently verified market industry data provided by third parties or by industry
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or general publications. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified
by any independent sources. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates
involve risks and uncertainties and are subject to changes based on various factors, including those discussed under "Risk Factors" in this prospectus.
TRADEMARKS AND SERVICE MARKS
We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business. Other
trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. We will assert, to the fullest extent
under applicable law, our rights to these trademarks, service marks and trade names.
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Table of Contents
SUMMARY
The following summary highlights information appearing elsewhere in, or incorporated by reference into, this offering memorandum. This
summary is not complete and does not contain all of the information that you should consider before investing in the notes. You should carefully read
the entire offering memorandum, 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 offering memorandum.
AMC Entertainment Holdings, Inc. ("Holdings" or "Parent"), an entity created on June 6, 2007, is the sole stockholder of AMC Entertainment Inc.
("AMCE"). Holdings will not guarantee our obligations under the Notes. Except as otherwise indicated or otherwise required by the context, references
in this offering memorandum to "we", "us", "our", the "company", the "Company", "AMC" or the "Issuer" refer to the combined business of AMCE and
its subsidiaries.
On November 15, 2012, we announced that we changed our fiscal year to a calendar year so that the fiscal year shall begin on January 1st and
end on December 31st of each year. Prior to the change, fiscal years refer to the fifty-two weeks, and in some cases fifty-three weeks, ending on the
Thursday closest to the last day of March.
Certain financial measures presented in this offering memorandum, such as Adjusted EBITDA, are not recognized terms under GAAP. These
measures exclude a number of significant items, including our interest expense and depreciation and amortization expense. For a discussion of the use
of these measures and a reconciliation to the most directly comparable GAAP measures, see "--Selected Consolidated Financial and Operating Data."
Our Company
We are one of the world's largest theatrical exhibition companies and an industry leader in innovation and operational excellence. We introduced
Multiplex theatres in the 1960s and the North American stadium-seated Megaplex theatre format in the 1990s. Our field operations teams win
recognition from national organizations like the Motion Picture Association of America and local groups in "Best of" competitions, while maintaining
almost 60% top-box customer satisfaction and industry leading theatre productivity metrics.
As of March 31, 2015, we owned, operated or held interests in 347 theatres with a total of 4,972 screens primarily in North America. During the
three months ended March 31, 2015, we acquired 8 screens in the United States, temporarily closed 119 screens and reopened 123 screens in the United
States to implement our strategy and install consumer experience upgrades. Our theatres are predominantly located in major metropolitan markets,
which we believe give our circuit a unique profile and offer strategic and operational advantages. Approximately 40% of the U.S. population lives
within 10 miles of one of our theatres. Our top five markets, in each of which we hold the #1 or #2 share position, are New York (44% share), Los
Angeles (27%), Chicago (42%), Philadelphia (29%) and Dallas (29%). For the twelve months ended March 31, 2015, these five metro markets
comprised 40% of our revenues and 38% of our attendance. Additionally we hold the #1 or #2 position by market share in the next five largest markets
(San Francisco, Boston, Washington D.C., Atlanta and Houston). 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.
Across our entire circuit, approximately 190 million and 200 million customers visited our theatres during calendar year 2014 and 2013,
respectively. For the three months ended March 31, 2015, we had total revenues of $653.1 million, Adjusted EBITDA of $115.7 million and earnings
from continuing operations of $6.1 million and for the twelve months ended March 31, 2015, we generated total revenues of $2.7 billion, Adjusted
EBITDA of $477.6 million and earnings from continuing operations
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of $74.7 million. According to publicly available information for our peers, during the calendar year ended December 31, 2014, our circuit led in
revenues per patron ($14.40), average ticket price ($9.43), food and beverage per patron ($4.26) and gross profit per patron ($8.81). For the same
period, our admission revenues per screen ($362,400) and admissions gross profit per screen ($170,600) were among the highest of our peers.
According to publicly available information for our peers, during the three months ended March 31, 2015, our circuit led in revenues per patron
($14.59), average ticket price ($9.35), food and beverage per patron ($4.48) and gross profit per patron ($8.97). For the same period, our annualized
admission revenues per screen ($347,000) and annualized admissions gross profit per screen ($162,400) were among the highest of our peers. We
believe that it is the quality of our theatre locations and our customer-focused innovation that continue to drive improved productivity per location
(which we measure as increases in admissions revenues per screen relative to the industry and/or food and beverage revenues per patron).
We believe that our size, reputation, financial performance, history of innovation, strong major market presence and highly productive theatre
circuit position us well for the future. A future where, after more than nine decades of business models driven by quantity of theatres, screens and seats,
we believe the quality of the movie-going experience will determine long term, sustainable success. We are improving the quality of the movie-going
experience in ways that extend stay and capture a greater proportion of total movie-going spending in order to maximize the economic potential of each
customer visit, create sustainable growth and deliver shareholder value.
We believe our competitive strengths allow us to invest more effectively. Relative to our peers, we are investing more capital and over the period
from 2011 to March 2015 have experienced higher Adjusted EBITDA growth and higher margins on incremental revenue.
We plan to continue investing in our theatres and upgrading the consumer experience to take greater advantage of incremental revenue generating
opportunities, primarily through an array of improved and differentiated customer experiences in (1) more comfort & convenience; (2) enhanced food
and beverage; (3) greater engagement & loyalty; (4) premium sight & sound and (5) targeted programming.
Our Strategy: The Customer Experience Leader
See "Business--Our Strategy: The Customer Experience Leader".
Our Competitive Strengths
See "Business--Our Competitive Strengths".

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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.
From
Inception
Three
August 31,
March 30,
Months
12 Months
12 Months
2012
2012
52 Weeks
52 Weeks
Ended
Ended
Ended
through
through
Ended
ended
March 31,
December 31,
December 31,
December 31,
August 30,
March 29,
March 31,

2015

2014

2013

2012

2012

2012

2011

(Successor

(Successor)

(Successor)

(Successor)
(Predecessor)
(Predecessor)
(Predecessor)

Ratio of
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Earnings
to Fixed
Charges(1)
1.3x
1.4x
1.3x
--
1.5x
--
--
(1)
The Company had a deficiency of earnings to fixed charges for the periods from inception August 31, 2012 through
December 31, 2012, fiscal year 2012 and fiscal year 2011 of $25,776,000, $54,550,000 and $97,713,000, respectively.
Corporate Information
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.

6

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The Exchange Offer
On June 5, 2015, we completed a private offering of the original notes ("the private offering"). Concurrently with the private offering, we entered
into a registration rights agreement (the "Registration Rights Agreement") with Citigroup Global Markets Inc. as representative for several initial
purchasers. Pursuant to the Registration Rights Agreement, 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 are the same as the form and terms of the original notes except
that:

· 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 Agreement, 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 $600,000,000 aggregate principal amount of 5.75% Senior Subordinated Notes
due 2025 that have been registered under the Securities Act for all of our outstanding 5.75% Senior
Subordinated Notes due 2025 issued on June 5, 2015.

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 5:00 p.m., New York City time, on July 27, 2015. Holders may
tender some or all of their original notes pursuant to the exchange offer. However, the original notes may be
tendered only in a denomination equal to $2,000 and any integral multiples of $1,000 in excess of $2,000.

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
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any other available exemption under the Securities Act;

· acquired the exchange notes other than in the ordinary course of your business;

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· have an arrangement with any person to engage in the distribution of the exchange notes; or

· 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, you must make the representations set forth in
the letter of transmittal that we are sending you with this prospectus.

Expiration
The exchange offer will expire at 5:00 p.m., New York City time, on July 27, 2015, unless we decide to extend it. We do not currently
Date
intend to extend the expiration date, although we reserve the right to do so.

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

Procedures
for
Tendering
To participate in the exchange offer, you must properly complete and duly execute a letter of transmittal, which accompanies this
Original
prospectus, and transmit it, along with all other documents required by such letter of transmittal, to the exchange agent on or before the
Notes
expiration date at the address provided on the cover page of the letter of transmittal.

In the alternative, you can tender your original 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.

If a holder of original notes desires to tender such notes and the holder's original notes are not immediately available, or time will not
permit the holder's original 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.

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

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Special
If you are a beneficial owner of original notes that are registered in the name of a broker, dealer, commercial bank, trust company or
Procedures
other nominee, and you wish to tender those original notes in the exchange offer, you should contact the registered holder promptly
for Beneficial
and instruct the registered holder to tender those original notes on your behalf. If you wish to tender on your own behalf, you must,
Owners
prior to completing and executing the letter of transmittal and delivering your original notes, either make appropriate arrangements
to register ownership of the original 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
You may withdraw your tender of original notes at any time prior to 5:00 p.m., New York City time, on the expiration date of the
Rights
exchange offer. Please read "The Exchange Offer--Withdrawal of Tenders."
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Acceptance of
Original
Notes and
Delivery of
Exchange
Subject to customary conditions, we will accept original notes that are properly tendered in the exchange offer and not withdrawn
Notes
prior to the expiration date. The exchange notes will be delivered promptly following the expiration date.

Consequences
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
of Failure to
notes under the Securities Act, except in the limited circumstances provided under the Registration Rights Agreement. In addition,
Exchange
you will not be able to resell, offer to resell or otherwise transfer the original notes unless we have registered the original notes
Original
under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration
Notes
requirements of, or in a transaction not subject to, the Securities Act.

Dissenters'
Holders of original notes do not have any appraisal or dissenters' rights in connection with the exchange offer. We intend to conduct
Rights
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
The exchange notes will bear interest from the most recent interest payment date on which interest has been paid on the original
Original
notes. Holders whose original notes are accepted for exchange will be deemed to have waived the right to receive interest accrued
Notes
on the original notes.

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

Exchange Agent
U.S. Bank National Association, the trustee under the indenture governing the notes, or the indenture, 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 Agreement.

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

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The Exchange Notes
Issuer
AMC Entertainment Inc.
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Notes Offered
Up to $600,000,000 in aggregate principal amount of 5.75% Senior Subordinated Notes due 2025. The
exchange notes and the original notes will be considered to be a single class for all purposes under the
indenture, including waivers, amendments, redemptions and offers to purchase.

Maturity Date
The exchange notes mature on June 15, 2025.

Interest Rate
Interest on the exchange notes will be payable in cash and accrue at a rate of 5.75% per annum.

Interest Payment Dates
June 15 and December 15, commencing December 15, 2015.

Guarantees
The exchange notes are fully and unconditionally guaranteed on a joint and several unsecured senior
subordinated basis by all of our existing and future domestic restricted subsidiaries that guarantee our other
indebtedness. The exchange notes are not guaranteed by Holdings. See "Description of Exchange Notes--
Subsidiary Guarantees".

Ranking
The exchange notes and the related guarantees are unsecured senior subordinated obligations of the Issuer
and each guarantor and rank:

· junior to all of our and our guarantors' existing and future senior indebtedness including borrowings
under our senior secured credit facility;

· equally in right of payment with all of our and our guarantors' existing and future unsecured subordinated
indebtedness including our existing senior subordinated notes;

· senior in right of payment to any of our and our guarantors' future indebtedness that is expressly
subordinated in right of payment to the notes;

· effectively junior to our and our guarantors' existing and future secured debt, to the extent of the value of
collateral securing such debt; and

· structurally junior to all of the existing and future indebtedness, including trade payables, of our
subsidiaries that do not guarantee the notes.

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As of March 31, 2015, on an as adjusted basis after giving effect to the private offering and the use of
proceeds thereof, the exchange notes and the guarantees ranked junior to approximately $872.9 million of
our senior indebtedness, consisting of the borrowings under our senior secured credit facility, a promissory
note payable to NCM and capital and financing lease obligations, and up to $137.0 million was available for
borrowing as additional senior debt under our senior secured credit facility.

Our subsidiaries that are not guarantors accounted for approximately $1.5 million, or 0.2%, of our total
revenues for three months ended March 31, 2015 and approximately $48.1 million, or 1.0%, of our total
assets and approximately $19.2 million, or 0.6%, of our total liabilities as of March 31, 2015.

Optional Redemption
We may redeem some or all of the exchange notes at any time on or after June 15, 2020 at the redemption
prices listed under "Description of Exchange Notes--Optional Redemption". In addition, we may redeem
up to 35% of the aggregate principal amount of the exchange notes using net proceeds from certain equity
offerings completed on or prior to June 15, 2018. We may redeem some or all of the exchange notes at any
time prior to June 15, 2020, at a redemption price equal to 100% of their aggregate principal amount and
accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make whole
premium.

Change of Control
If we experience a change of control (as defined in the indenture governing the original notes), we will be
required to make an offer to repurchase the exchange notes at a price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase. See "Description of Exchange
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Document Outline

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