AMC Entertainment (AMC) Announces 40M Share Offering

AMC Entertainment (NYSE: AMC) has 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 up to 40,000,000 shares of our Class A common stock. 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 on a retroactive basis, unless otherwise noted.

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