3//SEC Filing
SLA Avatar Holdings I, L.P. 3
Accession 0000899243-18-025022
CIK 0001411579other
Filed
Sep 20, 8:00 PM ET
Accepted
Sep 21, 5:35 PM ET
Size
16.7 KB
Accession
0000899243-18-025022
Insider Transaction Report
Form 3
Silver Lake Group, L.L.C.
Director
Holdings
- (indirect: Held through SLA Avatar Holdings I, L.P.)
2.95% Convertible Senior Notes due 2024
Exercise: $18.95→ Common Stock (23,746,680 underlying)
Holdings
- (indirect: Held through SLA Avatar Holdings I, L.P.)
2.95% Convertible Senior Notes due 2024
Exercise: $18.95→ Common Stock (23,746,680 underlying)
SLA Avatar I GP, L.L.C.
Director
Holdings
- (indirect: Held through SLA Avatar Holdings I, L.P.)
2.95% Convertible Senior Notes due 2024
Exercise: $18.95→ Common Stock (23,746,680 underlying)
SLCA (GP), L.L.C.
Director
Holdings
- (indirect: Held through SLA Avatar Holdings I, L.P.)
2.95% Convertible Senior Notes due 2024
Exercise: $18.95→ Common Stock (23,746,680 underlying)
SLA Avatar Holdings I, L.P.
Director
Holdings
- (indirect: Held through SLA Avatar Holdings I, L.P.)
2.95% Convertible Senior Notes due 2024
Exercise: $18.95→ Common Stock (23,746,680 underlying)
Footnotes (7)
- [F1]This Form 3 is filed by SLA Avatar Holdings I, L.P. ("Avatar I"), SLA Avatar I GP, L.L.C. ("Avatar I GP"), Silver Lake Alpine Associates, L.P. ("SLAA"), SLAA (GP), L.L.C. ("SLAA GP") and Silver Lake Group, L.L.C. ("SLG"). Avatar I GP is the general partner of Avatar I. SLAA is the managing member of Avatar I GP. SLAA GP is the general partner of SLAA. SLG is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of AMC Entertainment Holdings, Inc. (the "Issuer") and is a Managing Director of SLG. Each of Avatar I, Avatar I GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.
- [F2]Avatar I GP, as the general partner of Avatar I, SLAA, as the managing member of Avatar I GP, SLAA GP, as the general partner of SLAA, and SLG, as the managing member of SLAA GP, may each be deemed to be the indirect beneficial owner of the securities owned by Avatar I. However, pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that any Reporting Person is a beneficial owner of all securities covered by this filing, and each Reporting Person (except for Avatar I) disclaims beneficial ownership of the securities held by Avatar I, except to the extent of such Reporting Person's pecuniary interest therein, if any. Not included in this Form 3 is $150 million of Convertible Notes (as defined in footnote 3) held by a third party over which certain of the Reporting Persons have investment control but do not have any pecuniary interest.
- [F3]In accordance with an investment agreement, dated as of September 14, 2018, by and among the Issuer, Avatar I and an affiliate of Avatar I (the "Investment Agreement"), Avatar I is restricted from converting the 2.95% Convertible Senior Notes due 2024 (the "Convertible Notes") prior to the earlier of (i) the first anniversary of the date of issuance and (ii) the consummation of any change in control of the Issuer or entry into a definitive agreement for a transaction that, if consummated, would result in a change in control of the Issuer, in each case, subject to certain exceptions.
- [F4]The Convertible Notes mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms.
- [F5]Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of the Issuer's Class A common stock ("Class A Common Stock") or a combination of cash and shares of Class A Common Stock. This number represents the number of shares of Class A Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Class A Common Stock by delivering a number of shares of Class A Common Stock at the initial conversion rate of 52.7704 shares of Class A Common Stock, and cash in lieu of fractional shares of Class A Common Stock, per $1,000 principal amount of Convertible Notes. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain events in accordance with the terms of an indenture, dated as of September 14, 2018, by and between the Issuer and U.S. Bank National Association, as trustee.
- [F6]The initial conversion rate of 52.7704 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes is equivalent to an initial conversion price of $20.50 per share of Class A Common Stock, as reduced by the amount of the special dividend of $1.55 per share declared by the Issuer in connection with the transactions contemplated by the Investment Agreement.
- [F7]Avatar I owns $450 million principal amount of Convertible Notes. See footnote 2.
Documents
Issuer
AMC ENTERTAINMENT HOLDINGS, INC.
CIK 0001411579
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001753138
Filing Metadata
- Form type
- 3
- Filed
- Sep 20, 8:00 PM ET
- Accepted
- Sep 21, 5:35 PM ET
- Size
- 16.7 KB