4//SEC Filing
SLA Avatar I GP, L.L.C. 4
Accession 0000899243-19-026482
CIK 0001411579other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 4:45 PM ET
Size
11.8 KB
Accession
0000899243-19-026482
Insider Transaction Report
Form 4
SLA Avatar I GP, L.L.C.
Director
Transactions
- Other
2.95% Convertible Senior Notes due 2024
2019-10-31(indirect: Held through SLA Avatar Holdings I, L.P.)Exercise: $18.95→ Class A Common Stock (23,746,680 underlying)
SLA Avatar Holdings I, L.P.
Director
Transactions
- Other
2.95% Convertible Senior Notes due 2024
2019-10-31(indirect: Held through SLA Avatar Holdings I, L.P.)Exercise: $18.95→ Class A Common Stock (23,746,680 underlying)
Footnotes (7)
- [F1]The aggregate amount of 2.95% Convertible Senior Notes due 2024 ("Convertible Notes") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. This Form 4 is filed by SLA Avatar Holdings I, L.P. ("SLA Avatar") and its general partner, SLA Avatar I GP, L.L.C ("SLA Avatar GP"), in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake Alpine Associates, L.P. ("SLA Funds"). In connection with such internal reorganization, SLA Avatar made an in-kind distribution of the Convertible Notes it directly held to a new affiliated holding vehicle, SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"). SLA CM Avatar and its general partner, SLA CM GP, L.L.C. and SLA CM GP, L.L.C.'s sole member, SLA Aggregator GP, L.L.C., are separately filing a Form 3 reporting SLA CM Avatar's ownership of the Convertible Notes.
- [F2]The transfer referred to above in footnote (1) did not represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included in this Form 4 is $150 million principal amount of Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest.
- [F3]SLA Avatar GP is the general partner of SLA Avatar. Silver Lake Alpine Associates, L.P. ("SLAA") is the sole member of SLA Avatar GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. is the managing member of SLAA GP.
- [F4]The conversion rate of 52.7704 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of $18.95 per share of Class A Common Stock.
- [F5]Pursuant to the terms of an investment agreement, dated as of September 14, 2018, (the "Investment Agreement"), the Convertible Notes became convertible by the holder on September 14, 2019, subject to certain exceptions.
- [F6]The Convertible Notes mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms.
- [F7]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 $450 million principal amount of 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 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 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.
Documents
Issuer
AMC ENTERTAINMENT HOLDINGS, INC.
CIK 0001411579
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001753139
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 4:45 PM ET
- Size
- 11.8 KB