3//SEC Filing
SL Alpine Aggregator GP, L.L.C. 3
Accession 0000899243-19-026483
CIK 0001411579other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 4:46 PM ET
Size
12.3 KB
Accession
0000899243-19-026483
Insider Transaction Report
Form 3
SL Alpine Aggregator GP, L.L.C.
Director
Holdings
- (indirect: Held through SLA CM Avatar Holdings, L.P.)
2.95% Convertible Senior Notes due 2024
Exercise: $18.95→ Class A Common Stock (23,746,680 underlying)
SLA CM Avatar Holdings, L.P.
Director
Holdings
- (indirect: Held through SLA CM Avatar Holdings, L.P.)
2.95% Convertible Senior Notes due 2024
Exercise: $18.95→ Class A Common Stock (23,746,680 underlying)
SLA CM GP, L.L.C.
Director
Holdings
- (indirect: Held through SLA CM Avatar Holdings, L.P.)
2.95% Convertible Senior Notes due 2024
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 3 is filed by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"), SLA CM GP, L.L.C. ("SLA CM GP") and SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") 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").
- [F2]In connection with such internal reorganization, one of the previous direct holders of these Convertible Notes, SLA Avatar Holdings I, L.P., made an in-kind distribution of Convertible Notes to SLA CM Avatar. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included in this Form 3 is $150 million 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 CM GP is the general partner of SLA CM Avatar. SLA CM LLC is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("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 SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.
- [F4]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.
- [F5]The Convertible Notes mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms.
- [F6]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.
- [F7]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.
Documents
Issuer
AMC ENTERTAINMENT HOLDINGS, INC.
CIK 0001411579
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001790765
Filing Metadata
- Form type
- 3
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 4:46 PM ET
- Size
- 12.3 KB