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Section 1: S-4 (S-4)


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TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on April 19, 2017

Registration No. 333-                


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



AMC ENTERTAINMENT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
(see table of additional registrants)



Delaware
(State or other jurisdiction of
incorporation or organization)
  7832
(Primary Standard Industrial
Classification Code Number)
  26-0303916
(I.R.S. Employer
Identification Number)

One AMC Way
11500 Ash Street, Leawood, KS
(913) 213-2000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Kevin M. Connor, Esq.
Senior Vice President, General Counsel & Secretary
AMC Entertainment Holdings, Inc.
One AMC Way
11500 Ash Street
Leawood, Kansas 66211
(913) 213-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)



See Table of Additional Registrant Guarantors Continued on the Next Page
Copies of all communications, including communications sent to agent for service, should be sent to:




Kevin M. Connor, Esq.
Senior Vice President, General Counsel & Secretary
AMC Entertainment Holdings, Inc.
One AMC Way
11500 Ash Street
Leawood, Kansas 66211
(913) 213-2000

 

Corey R. Chivers, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.

             If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o   Smaller reporting company o

Emerging growth company o

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(1)(2)(B) of the Securities Act.    o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

             Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

             Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered

  Proposed Maximum
Offering Price per
unit

  Proposed Maximum
Aggregate Offering
Price(1)

  Amount of
Registration Fee(1)

 

6.375% Senior Subordinated Notes due 2024

  £500,000,000   100%   £500,000,000   $71,858(2)
 

Guarantees of 6.375% Senior Subordinated Notes due 2024(3)

        —(4)
 

5.875% Senior Subordinated Notes due 2026

  $595,000,000   100%   $595,000,000   $68,960.50
 

Guarantees of 5.875% Senior Subordinated Notes due 2026(3)

        —(4)
 

6.125% Senior Subordinated Notes due 2027

  $475,000,000   100%   $475,000,000   $55,052.50
 

Guarantees of 6.125% Senior Subordinated Notes due 2027(3)

        —(4)

 

(1)
The filing fee is calculated in accordance with Rule 457(f) under the Securities Act of 1933.

(2)
The filing fee is calculated based on an exchange rate of $1.24 per £1.00, which was the Bloomberg Composite Rate between the U.S. dollar and the pound sterling on April 7, 2017.

(3)
See inside facing page for table of additional registrant guarantors.

(4)
Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable for the registration of the Guarantees.



             The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

   



TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter
  State or Other
Jurisdiction of
Incorporation
or
Organization
  Primary
Standard
Industrial
Classification
Code
Number
  I.R.S. Employer
Identification
Number
 

AMC Card Processing Services, Inc. 

  Arizona     7832     20-1879589  

AMC Concessionaire Services of Florida, LLC

  Florida     7832     45-1836047  

AMC ITD, Inc. 

  Kansas     7832     27-3094167  

AMC License Services, Inc. 

  Kansas     7832     74-3233920  

American Multi-Cinema, Inc. 

  Missouri     7832     43-0908577  

Club Cinema of Mazza, Inc. 

  D.C.     7832     04-3465019  

Loews Citywalk Theatre Corporation

  California     7832     95-4760311  

AMC Starplex, LLC

  Delaware     7832     81-0775102  

AMC of Maryland, LLC

  Maryland     7832     81-4699581  

        The address, including zip code, and telephone number, including area code, of each Additional Registrant's principal executive offices is: c/o AMC Entertainment Holdings, Inc., One AMC Way, 11500 Ash Street, Leawood, KS 66211, (913) 213-2000.

        The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrants is: Kevin M. Connor, Esq., Senior Vice President, General Counsel & Secretary, AMC Entertainment Holdings, Inc., One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, (913) 213-2000.


The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED April 19, 2017

PRELIMINARY PROSPECTUS

AMC ENTERTAINMENT HOLDINGS, INC.

OFFER TO EXCHANGE

£500,000,000 aggregate principal amount of its 6.375% Senior Subordinated Notes due
2024, the issuance of which has been registered under the Securities Act of 1933, as
amended, for all of its outstanding 6.375% Senior Subordinated Notes due 2024

$595,000,000 aggregate principal amount of its 5.875% Senior Subordinated Notes due
2026, the issuance of which has been registered under the Securities Act of 1933, as
amended, for all of its outstanding 5.875% Senior Subordinated Notes due 2026

$475,000,000 aggregate principal amount of its 6.125% Senior Subordinated Notes due
2027, the issuance of which has been registered under the Securities Act of 1933, as
amended, for all of its outstanding 6.125% Senior Subordinated Notes due 2027

         We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus, all of our new 6.375% Senior Subordinated Notes due 2024 (the "New Sterling Notes") for all of our outstanding 6.375% Senior Subordinated Notes due 2024 (the "Original Sterling Notes"), all of our new 5.875% Senior Subordinated Notes due 2026 (the "New 5.875% Dollar Notes") for all of our outstanding 5.875% Senior Subordinated Notes due 2026 (the "Original 5.875% Dollar Notes") and all of our new 6.125% Senior Subordinated Notes due 2027 (the "New 6.125% Dollar Notes" and together with the New 5.875% Dollar Notes, the "New Dollar Notes") for all of our outstanding 6.125% Senior Subordinated Notes due 2027 (the "Original 6.125% Dollar Notes" and together with the Original 5.875% Dollar Notes, the "Original Dollar Notes"). We refer to the New Sterling Notes and the New Dollar Notes collectively as the "Exchange Notes," the Original Sterling Notes and the Original Dollar Notes as the "Original Notes," and the Exchange Notes and Original Notes as 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 May 15 and November 15 of each year. The New Sterling Notes mature on November 15, 2024. The New 5.875% Dollar Notes mature on November 15, 2026. The New 6.125% Dollar Notes mature on May 15, 2027. The principal features of the exchange offer are as follows:

         You should consider carefully the risk factors beginning on page 11 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 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 or incorporated by reference 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 or incorporated by reference 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                        , 2017.


Table of Contents


TABLE OF CONTENTS

WHERE YOU CAN FIND ADDITIONAL INFORMATION

    ii  

FORWARD LOOKING STATEMENTS

    iii  

SUMMARY

    1  

RISK FACTORS

    11  

RATIO OF EARNINGS TO FIXED CHARGES

    19  

THE EXCHANGE OFFER

    20  

USE OF PROCEEDS

    31  

DESCRIPTION OF EXCHANGE NOTES

    32  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

    76  

PLAN OF DISTRIBUTION

    77  

LEGAL MATTERS

    78  

EXPERTS

    78  

        We are incorporating by reference into this document important business and financial information that is not included in or delivered with this document. This information is available without charge to you upon written or oral request. Requests should be directed to AMC Entertainment Holdings, Inc., 11500 Ash Street, Leawood, Kansas 66211, telephone 913-213-2000. In order to obtain timely delivery, requests must be made no later than five business days before the expiration date. See "Where You Can Find Additional Information" for further information.

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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 indentures 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."


INCORPORATION BY REFERENCE

        We are "incorporating by reference" into this prospectus certain information that we and Carmike have filed with the SEC, which means that we are disclosing important information to you by referring you to that document. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus, or any subsequently filed document deemed incorporated by reference.

        This prospectus incorporates by reference the following (excluding any portions of such documents that have been "furnished" but not "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), unless otherwise expressly identified in such filings as being incorporated by reference into this prospectus):

        All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, on or subsequent to the date of this prospectus (except that, unless otherwise indicated in the applicable report, we are not incorporating any information furnished under Item 2.02 or Item 7.01 of Form 8-K) are to be incorporated herein by reference until completion of the exchange offer or for so long as we are obligated to make this prospectus available to a broker-dealer during the one year following expiration of the exchange offer. Any statement contained in a document or report incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except

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as so modified or superseded, to constitute a part of this prospectus. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus do not purport to be complete, and, where reference is made to the particular provisions of such contract or other document, such provisions are qualified in all respects by reference to all of the provisions of such contract or other document.

        We will provide, upon your oral or written request, a copy of any or all of the information that has been incorporated by reference into this prospectus but not delivered with this prospectus. You may request a copy of these filings at no cost by writing or telephoning us at the following address:

AMC Entertainment Holdings, Inc.
One AMC Way
11500 Ash Street
Leawood, KS 66211
Tel: (913) 213-2000
Attention: General Counsel

        We also make available free of charge on our website at www.amctheatres.com our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not part of this prospectus.


FORWARD LOOKING STATEMENTS

        Certain statements made in this prospectus, the documents that are incorporated by reference in this prospectus and other written or oral statements made by or on behalf of AMC may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Statements that are not historical facts, including statements about AMC's beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, "will," "intends," "believes," "expects," "anticipates," "plans," "estimates" or similar expressions. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond AMC's ability to control or predict. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include, but are not limited to:

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        Consider these factors carefully in evaluating the forward-looking statements. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in this prospectus under "Risk Factors" and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2016 Form 10-K and in subsequent reports filed by us with the SEC, including Forms 8-K. Because of the foregoing, you are cautioned against relying on forward-looking statements, which speak only as of the date hereof. We do not undertake to update any of these statements in light of new information or future events, except as required by applicable law.

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SUMMARY

        The following summary highlights information appearing elsewhere in, or incorporated by reference into, this prospectus. This summary is not complete and does not contain all of the information that you should consider before participating in the exchange offer. You should carefully read the entire prospectus, 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 prospectus. Unless we state otherwise, or the context otherwise provides, references to "we," "us," "our," the "Company" or "AMC" refer to AMC Entertainment Holdings, Inc. and its consolidated subsidiaries, including from their respective date of acquisition Odeon and Carmike, but not including Nordic; references to "Carmike" are to Carmike Cinemas, Inc. and its consolidated subsidiaries; references to "Odeon" are to Odeon and UCI Cinemas Holdings Limited and its consolidated subsidiaries; and references to Nordic are to Nordic Cinema Group Holding AB and its consolidated subsidiaries.


Our Company

        We are the world's largest theatrical exhibition company and an industry leader in innovation and operational excellence. Over the course of our nearly 100 year history, we have pioneered many of the theatrical exhibition industry's most important innovations. We introduced Multiplex theatres in the 1960s and the North American stadium-seated Megaplex theatre format in the 1990s. Most recently, we revolutionized movie-going with the deployment of our theatre renovations featuring plush, powered recliner seating. Our growth has been driven by a combination of organic growth through reinvestment in our existing assets and through the acquisition of some of the most respected companies in the theatrical exhibition industry.

        The combination of AMC, Odeon and Carmike makes us the largest theatre operator in the world with 906 theatres and 10,558 screens in eight countries as of December 31, 2016. We are the #1 theatre operator in the United States, the #1 theatre operator in the United Kingdom, Ireland, Italy and Spain; the #2 theatre operator in Austria and Portugal; and the #4 theatre operator in Germany. We have operations in four of the world's ten largest economies, including four of the five largest European economies (the United Kingdom, Spain, Italy and Germany). Additionally the combined company is the largest global procurer in theatrical exhibition of film, food and beverage items, lighting and theatre supplies.

        As of December 31, 2016, we owned, operated or held interests in 660 theatres with a total of 8,293 screens in the United States and 246 theatres and 2,265 screens in European markets. With operations in 44 states, approximately 52% of the U.S. population lives within 10 miles of one of our theatres. We have a diversified footprint with complementary global geographic and guest demographic profiles, which we believe gives our circuit a unique profile and offers strategic and operational advantages. We operate productive theaters in the top markets in the United States and have #1 or #2 market share in the top three markets: New York, Los Angeles and Chicago. Our top five markets, in each of which we hold the #1 or #2 share position, are New York (45% share), Los Angeles (26%), Chicago (42%), Philadelphia (29%) and Dallas (30%). 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.

        On March 28, 2017, we acquired Nordic pursuant to a Sale and Purchase Agreement (the "Purchase Agreement") with European Cinemas S.à.r.l., Bonnier Holding AB and certain Management Sellers as defined in the Purchase Agreement (collectively "Sellers").

        Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, we acquired the shares of Nordic from the Sellers for a purchase price of SEK 5,756 million ($651.9 million), which includes payment of interest on the equity value and repayment of shareholder

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loans. In addition, we repaid indebtedness of Nordic of approximately SEK 1,274 million (USD $144.3 million) and indebtedness of approximately EUR €156 million (USD $168.2 million) as of March 28, 2017. The above amounts have been converted into US Dollar amounts assuming an SEK/USD exchange rate of .11326 and an EUR/USD exchange rate of 1.0783, which were the exchange rates on March 23, 2017.

        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.


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.

 
  Years Ended  
 
   
   
   
   
   
   
   
 
 
   
   
   
   
   
   
   
 
 
   
   
   
   
  From
Inception
August 31,
2012 through
December 31,
2012
   
   
 
 
   
   
   
   
   
   
 
 
   
   
   
   
   
  January 1,
2012 through
August 30,
2012
 
 
  December 31,
2016
  December 31,
2015
  December 31,
2014
  December 31,
2013
   
 
 
   
 
 
  (Successor)   (Successor)   (Successor)   (Successor)   (Successor)    
  (Predecessor)  

Ratio of Earnings to Fixed Charges(1)

    1.5x     1.6x     1.4x     1.3x             1.5x  

(1)
Earnings were insufficient to cover fixed charges by $25,776,000 for the period from inception August 31, 2012 through December 31, 2012 (Successor 2012).

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The Exchange Offer

        On November 8, 2016, we completed a private offering of the Original Sterling Notes and Original 5.875% Dollar Notes ("the 2016 private offering"). Concurrently with the 2016 private offering, we entered into a registration rights agreement (the "2016 Registration Rights Agreement") with Citigroup Global Markets Inc. as representative for several initial purchasers. On March 17, 2017, we completed a private offering of the Original 6.125% Dollar Notes and an add-on offering to the Original Sterling Notes ("the 2017 private offering" and together with the 2016 private offering, the "private offerings"). Concurrently with the 2017 private offering, we entered into a registration rights agreement (the "2017 Registration Rights Agreement" and together with the 2016 Registration Rights Agreement, the "Registration Rights Agreements") with Citigroup Global Markets Inc. and Merrill Lynch, Pierce Fenner & Smith Incorporated as representatives for several initial purchasers. Pursuant to the Registration Rights Agreements, 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 of each series are the same as the form and terms of the applicable series of 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 Agreements, 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 (i) £500,000,000 aggregate principal amount of New Sterling Notes that have been registered under the Securities Act for all of our outstanding Original Sterling Notes, (ii) $595,000,000 aggregate principal amount of New 5.875% Dollar Notes that have been registred under the Securities Act for all of our outstanding Original 5.875% Dollar Notes, and (iii) $475,000,000 aggregate principal amount of New 6.125% Dollar Notes that have been registered under the Securities Act for all of our outstanding Original 6.125% Dollar Notes,

 

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                , 2017. Holders may tender some or all of their Original Notes pursuant to the exchange offer. However, the Original Sterling Notes may be tendered only in a denomination equal to £100,000 and any integral multiples of £1,000 in excess thereof and the Original Dollar Notes may be tendered only in a denomination equal to $2,000 and any integral multiples of $1,000 in excess thereof.

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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 any other available exemption under the Securities Act;

 

acquired the Exchange Notes other than in the ordinary course of your business;

 

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 with respect to the Original Dollar Notes, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.

Expiration Date

 

The exchange offer will expire at 5:00 p.m., New York City time, on                , 2017, unless we decide to extend it. We do not currently intend to extend the expiration date, although we reserve the right to do so.

Conditions to the Exchange Offer

 

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

Procedures for Tendering Original Notes

 

Otherwise than in respect of the Original Sterling Notes held in Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking société anonyme ("Clearstream"), to participate in the exchange offer, you must properly complete and duly execute a letter of transmittal, which accompanies this prospectus, and transmit it, along with all other documents required by such letter of transmittal, to the exchange agent on or before the expiration date at the address provided on the cover page of the letter of transmittal.

 

In the alternative, you can tender your Original Dollar 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.

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You can tender your Original Sterling Notes by causing a valid instruction in the form specified in the relevant European Clearing System Notice (as defined herein) for submission by Direct Participants (as defined herein) to be received by the exchange agent.

 

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 Original Sterling Notes," "The Exchange Offer—Procedures for Tendering Original Dollar Notes" and "The Exchange Offer—Book-Entry Transfer."

Special Procedures for Beneficial Owners

 

If you are a beneficial owner of Original Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those Original Notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those Original Notes on your behalf. With respect to the Original Dollar Notes, if you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Original Dollar Notes, either make appropriate arrangements to register ownership of the Original Dollar 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 Rights

 

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 exchange offer. Please read "The Exchange Offer—Withdrawal of Tenders."

Acceptance of Original Notes and Delivery of Exchange Notes

 

Subject to customary conditions, we will accept Original Notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The Exchange Notes will be delivered promptly following the expiration date.

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Consequences of Failure to Exchange Original Notes

 

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

Dissenters' Rights

 

Holders of Original Notes do not have any appraisal or dissenters' rights in connection with the exchange offer. We intend to conduct 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 Original Notes

 

The Exchange Notes will bear interest from the most recent interest payment date on which interest has been paid on the Original Notes. Holders whose Original Notes are accepted for exchange will be deemed to have waived the right to receive interest accrued on the Original Notes.

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 Consequences

 

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

Exchange Agent

 

U.S. Bank National Association, the trustee under the indentures governing the notes, 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 Agreements.

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 Holdings, Inc.

New Sterling Notes Offered

 

Up to £500,000,000 in aggregate principal amount of 6.375% Senior Subordinated Notes due 2024. The New Sterling Notes and the Original Sterling Notes will be considered to be a single class for all purposes under the indenture governing such notes, including waivers, amendments, redemptions and offers to purchase.

New 5.875% Dollar Notes Offered

 

Up to $595,000,000 aggregate principal amount of 5.875% Senior Subordinated Notes due 2026. The New 5.875% Dollar Notes and the Original 5.875% Dollar Notes will be considered to be a single class for all purposes under the indenture governing such notes, including waivers, amendments, redemptions and offers to purchase.

New 6.125% Dollar Notes Offered

 

Up to $475,000,000 aggregate principal amount of 6.125% Senior Subordinated Notes due 2027. The New 6.125% Dollar Notes and the Original 6.125% Dollar Notes will be considered to be a single class for all purposes under the indenture governing such notes, including waivers, amendments, redemptions and offers to purchase.

Maturity Date:

 

 

New Sterling Notes

 

November 15, 2024.

New 5.875% Dollar Notes

 

November 15, 2026.

New 6.125% Dollar Notes

 

May 15, 2027.

Interest Rate:

 

 

New Sterling Notes

 

6.375% per annum, payable semi-annually on May 15 and November 15 of each year, commencing November 15, 2017.

New 5.875% Dollar Notes

 

5.875% per annum, payable semi-annually on May 15 and November 15 of each year, commencing November 15, 2017.

New 6.125% Dollar Notes

 

6.125% per annum, payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2017.

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 Senior Secured Credit Facility (as defined herein). See "Description of Exchange Notes—Subsidiary Guarantees".

Ranking

 

The Exchange Notes and the related guarantees are our and our guarantors' unsecured senior subordinated obligations and rank:

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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.

 

As of December 31, 2016, on an as adjusted basis after giving effect to our issuance of 20,330,874 shares of our Class A common stock in an underwritten public offering in February 2017 (the "2017 Equity Offering") and the 2017 private offering and the use of proceeds thereof, the Exchange Notes and the guarantees ranked junior to approximately $2.3 billion of our senior indebtedness, consisting of the borrowings under our Senior Secured Credit Facility, the Carmike Notes (as defined herein) assumed in our acquisition of Carmike (the "Carmike Acquisition"), a promissory note payable to NCM and capital and financing lease obligations, and $137.4 million would have been available for borrowing as additional senior debt under our Senior Secured Credit Facility. The foregoing does not include capital and financing lease obligations or any other indebtedness of Nordic.

 

On a pro forma as adjusted basis after giving effect to our acquisition of Odeon and Carmike (the "Completed Acquisitions"), the 2017 Equity Offering and the 2017 private offering and the use of proceeds therefrom, our subsidiaries that are not guarantors would have accounted for approximately $1.9 billion, or 39%, of our total revenues for the year ended December 31, 2016 and approximately $3.4 billion, or 38%, of our total assets and approximately $1.0 billion, or 17%, of our total liabilities as of December 31, 2016. The foregoing does not include capital and financing lease obligations or any other indebtedness of Nordic. None of Nordic or its subsidiaries are guarantors of the notes.

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Optional Redemption:

 

 

New Sterling Notes

 

We may redeem some or all of the New Sterling Notes at any time on or after November 15, 2019 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 New Sterling Notes using net proceeds from certain equity offerings completed on or prior to November 15, 2019. We may redeem some or all of the New Sterling Notes at any time prior to November 15, 2019, 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.

New 5.875% Dollar Notes

 

We may redeem some or all of the New 5.875% Dollar Notes at any time on or after November 15, 2021 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 New 5.875% Dollar Notes using net proceeds from certain equity offerings completed on or prior to November 15, 2019. We may redeem some or all of the New 5.875% Dollar Notes at any time prior to November 15, 2021, 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.

New 6.125% Dollar Notes

 

We may redeem some or all of the New 6.125% Dollar Notes at any time on or after May 15, 2022 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 New 6.125% Dollar Notes using net proceeds from certain equity offerings completed on or prior to May 15, 2020. We may redeem some or all of the New 6.125% Dollar Notes at any time prior to May 15, 2022, 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 indentures 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 Notes—Change of Control".

Certain Covenants

 

The indentures contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:

 

incur additional indebtedness, including additional senior indebtedness;

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pay dividends or make distributions to our stockholders;

 

repurchase or redeem capital stock;

 

enter into transactions with our affiliates; and

 

merge or consolidate with other companies or transfer all or substantially all of our assets.

 

All of these restrictive covenants are subject to a number of important exceptions and qualifications as described in "Description of Exchange Notes—Certain Covenants". In particular, there are no restrictions on our ability or the ability of our subsidiaries to make advances to, or invest in, other entities (including unaffiliated entities or unrestricted subsidiaries) or to sell assets. See "Risk Factors—Risks related to our Notes and This Offering—Our Senior Secured Credit Facility and the indentures governing our existing debt securities, including the Original Notes, contain covenants that may limit our ability to take advantage of certain business opportunities advantageous to us".

No Public Market

 

The Exchange Notes will be freely transferable but will be new securities for which there will not initially be a market. Accordingly, we cannot assure you whether a market for the Exchange Notes will develop or be maintained, or as to the liquidity of any market.

Risk Factors

 

You should carefully consider the information in the section entitled "Risk Factors" before participating in the exchange offer.

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RISK FACTORS

        Before tendering Original Notes in the exchange offer, you should carefully consider the risks described below, as well as those contained in the 2016 Form 10-K, as well as other risks and uncertainties described in the other documents incorporated by reference in this prospectus. The risks described below and in documents incorporated by reference herein are not the only ones facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business or results of operations in the future. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment in the notes.

Risks Related to our Notes and This Offering

You may have difficulty selling the Original Notes that you do not exchange.

        If you do not exchange your Original Notes for Exchange Notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your Original Notes described in the legend on your Original Notes. The restrictions on transfer of your Original Notes arise because we issued the Original Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Original Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. Except as required by the Registration Rights Agreements, we do not intend to register the Original Notes under the Securities Act. The tender of Original Notes under the exchange offer will reduce the principal amount of the currently outstanding Original Notes. Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any currently outstanding Original Notes that you continue to hold following completion of the exchange offer.

There is no established trading market for the Exchange Notes, and you may not be able to sell them quickly or at the price that you paid.

        The Exchange Notes are new issues of securities and will be freely transferrable, but there are currently no established trading markets for the Exchange Notes. The initial purchasers of the Original Notes are not obligated to make a market in the Exchange Notes, and may discontinue market-making activities at any time without notice. Furthermore, such market-making activity will be subject to limits imposed by the Securities Act and the Exchange Act.

        We also cannot assure you that you will be able to sell your Exchange Notes at a particular time or that the prices that you receive when you sell will be favorable. We also cannot assure you as to the level of liquidity of the trading market for the Exchange Notes or, in the case of any holders of the notes that do not exchange them, the trading market for the Original Notes following the exchange offer. Future trading prices of the Exchange Notes will depend on many factors, including:

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the Original Notes and Exchange Notes will

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be subject to disruptions. Any disruptions may have a negative effect on noteholders, regardless of our prospects and financial performance.

You must comply with the Exchange Offer procedures in order to receive new, freely tradable Exchange Notes.

        Delivery of Exchange Notes in exchange for Original Notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of book-entry transfer of Original Notes into the exchange agent's account at DTC, Euroclear or Clearstream, as applicable, as depositary, including an agent's message or Exchange Instructions (as defined herein). We are not required to notify you of defects or irregularities in tenders of Original Notes for exchange. Original Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer certain registration and other rights under the registration rights agreements will terminate. See "The Exchange Offer—Procedures for Tendering Original Sterling Notes," "The Exchange Offer—Procedures for Tendering Original Dollar Notes" and "The Exchange Offer—Consequences of Failure to Exchange."

Some holders who exchange their Original Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

        If you exchange your Original Notes in the exchange offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction

Our substantial debt could adversely affect our operations and your investment in the notes.

        We have a significant amount of debt. As of December 31, 2016 on an as adjusted basis giving effect to the 2017 Equity Offering and the 2017 private offering and the use of proceeds therefrom, we would have had outstanding approximately $4,856.0 million carrying amount of indebtedness, of which approximately $764.4 million carrying amount ($780.0 million principal amount) would have consisted of the notes, and the balance would have consisted of $1,346.4 million carrying amount under our Senior Secured Credit Facility ($1,371.8 million aggregate principal amount), $1,823.5 million carrying amount of our existing subordinated notes ($1,878.4 million aggregate principal amount), $242.0 million carrying of the Carmike Notes ($230.0 million aggregate principal amount), a $4.2 million promissory note, $675.5 million of existing capital and financing lease obligations and not including up to $137.4 million available for borrowing under our Senior Secured Revolving Credit Facility. As of December 31, 2016, Nordic had approximately $32.0 million of financing lease obligations which remained outstanding following the consummation of our acquisition of Nordic (the "Nordic Acquisition"), as determined on the basis of IFRS and converted from Swedish Krona. As of December 31, 2016, we also had approximately $6.2 billion of undiscounted rental payments under operating leases (with initial base terms generally between 15 to 20 years). The amount of our indebtedness and lease and other financial obligations could have important consequences to you as a holder of the notes. For example, it could:

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        If we fail to make any required payment under our Senior Secured Credit Facility or the indentures governing our notes or to comply with any of the financial and operating covenants contained therein, we would be in default. Lenders under our Senior Secured Credit Facility or holders of our notes, as applicable, could then decide to accelerate the maturity of the indebtedness under the Senior Secured Credit Facility or the indentures and in the case of the Senior Secured Credit Facility, foreclose upon the stock and personal property of our subsidiaries that is pledged to secure the Senior Secured Credit Facility. Other creditors might then accelerate other indebtedness. If the lenders under the Senior Secured Credit Facility or holders of our notes accelerate the maturity of the indebtedness thereunder, we might not have sufficient assets to satisfy our obligations under the Senior Secured Credit Facility, the indentures, or our other indebtedness. Our indebtedness under our Senior Secured Credit Facility bears interest at rates that fluctuate with changes in certain prevailing interest rates (although, subject to certain conditions, such rates may be fixed for certain periods). If interest rates increase, we may be unable to meet our debt service obligations under our Senior Secured Credit Facility and other indebtedness, including the notes.

The agreements governing our indebtedness contain covenants that may limit our ability to take advantage of certain business opportunities advantageous to us.

        The agreements governing our indebtedness contain various covenants that limit our ability to, among other things:

        These restrictions could limit our ability to obtain future financing, make acquisitions, fund needed capital expenditures, withstand economic downturns in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise.

        At the same time, the covenants in the instruments governing our indebtedness may not provide investors with protections against transactions they may deem undesirable. Although the indentures governing our notes contain a fixed charge coverage test that limits our ability to incur indebtedness, this limitation is subject to a number of significant exceptions and qualifications. Moreover, the indentures do not impose any limitation on our incurrence of lease obligations or liabilities that are not considered "Indebtedness" under the indentures (such as operating leases), nor do they impose any limitation on the amount of liabilities incurred by subsidiaries, if any, that might be designated as "unrestricted subsidiaries," which are subsidiaries that we designate, that are not subject to the restrictive covenants contained in the indentures governing our notes.

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        Furthermore, there are no restrictions in the indentures on our ability to invest in other entities (including unaffiliated entities) and no restrictions on the ability of our subsidiaries to enter into agreements restricting their ability to pay dividends or otherwise transfer funds to us. Also, although the indentures limit our ability to make dividends and other restricted payments, these restrictions are subject to significant exceptions and qualifications.

If our cash flows prove inadequate to service our debt and provide for our other obligations, we may be required to refinance all or a portion of our existing debt or future debt at terms unfavorable to us.

        Our ability to make payments on and refinance our debt, including the notes, and other financial obligations and to fund our capital expenditures and acquisitions will depend on our ability to generate substantial operating cash flow. This will depend on our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors beyond our control.

        In addition, our debt obligations require us to repay or refinance our obligations when they come due. If our cash flows were to prove inadequate to meet our debt service, rental and other obligations in the future, we may be required to refinance all or a portion of our existing or future debt, on or before maturity, to sell assets or to obtain additional financing. We cannot assure you that we will be able to refinance any of our indebtedness, including our Senior Secured Credit Facility and our notes, sell any such assets, or obtain additional financing on commercially reasonable terms or at all.

        The terms of the agreements governing our indebtedness restrict, but do not prohibit us from incurring additional indebtedness. If we are in compliance with the financial covenants set forth in the Senior Secured Credit Facility and our other outstanding debt instruments, we may be able to incur substantial additional indebtedness. If we incur additional indebtedness, the related risks that we face may intensify.

Your right to receive payments on these notes is junior to our Senior Secured Credit Facility, the Carmike Notes, and possibly all of our future borrowings, including any senior indebtedness. Further, the guarantees of these notes are junior to all our guarantors' existing senior indebtedness and possibly to all of our guarantors' future borrowings.

        The notes and the guarantees rank behind our Senior Secured Credit Facility, the Carmike Notes, all of the guarantors' existing senior indebtedness and possibly all of our and the guarantors' future borrowings (other than trade payables), including any senior indebtedness, except any indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the notes and the guarantees. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, the holders of our senior indebtedness and that of our guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to the notes or the guarantees. In addition, the notes and the guarantees will also be effectively subordinated to any debt that is secured to the extent of the value of the property securing such debt.

        In addition, all payment on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked in the event of certain non-payment defaults on senior debt.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or our guarantors, holders of the notes will participate with trade creditors and all other holders of our and the guarantors' senior subordinated indebtedness in assets remaining after we and the guarantors have paid all of our senior debt. However, because the indenture governing the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we and the guarantors may not have sufficient

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funds to pay all of our creditors and holders of notes may receive less, ratably, than the holders of our senior debt.

        As of December 31, 2016, on an as adjusted basis after giving effect to the 2017 Equity Offering and the 2017 private offering and the use of proceeds therefrom, the notes and the guarantees would have been subordinated to $2.3 billion of senior debt, and up to $137.4 million would have been available for borrowing as additional senior debt under our Senior Secured Credit Facility. We will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indenture.

Our subsidiaries will only be required to guarantee the notes if they guarantee our other indebtedness, including our Senior Secured Credit Facility, and in certain circumstances, their guarantees will be subject to automatic release.

        Our existing and future subsidiaries will only be required to guarantee the notes if they guarantee other indebtedness of ours or any of the subsidiary guarantors, including our Senior Secured Credit Facility. If a subsidiary guarantor is released from its guarantee of such other indebtedness for any reason whatsoever, or if such other guaranteed indebtedness is repaid in full or refinanced with other indebtedness that is not guaranteed by such subsidiary guarantor, then such subsidiary guarantor also will be released from its guarantee of the notes.

The notes are effectively subordinated to the existing and future liabilities of our non-guarantor subsidiaries.

        The notes are unsecured senior subordinated obligations of the Company and the guarantors and will rank behind in right of payment to the Company's and the guarantors' other existing and future unsecured senior debt. The notes are not secured by any of our assets. Any future claims of secured lenders with respect to assets securing their loans will be prior to any claim of the holders of the notes with respect to those assets.

        Since virtually all of our operations are conducted through subsidiaries, a significant portion of our cash flow and, consequently, our ability to service debt, including the notes, is dependent upon the earnings of our subsidiaries and the transfer of funds by those subsidiaries to us in the form of dividends, payments of interest on intercompany indebtedness, or other transfers.

        Creditors of our non-guarantor subsidiaries would be entitled to a claim on the assets of our non-guarantor subsidiaries prior to any claims by us. None of Carmike, Odeon nor Nordic are guarantors of the notes. Consequently, in the event of a liquidation or reorganization of any non-guarantor subsidiary, creditors of the non-guarantor subsidiary are likely to be paid in full before any distribution is made to us, except to the extent that we ourselves are recognized as a creditor of such non-guarantor subsidiary. Any of our claims as the creditor of our non-guarantor subsidiary would be subordinate to any security interest in the assets of such non-guarantor subsidiary and any indebtedness of our non-guarantor subsidiary senior to that held by us.

        On a pro forma as adjusted basis after giving effect to the Completed Acquisitions, the 2017 Equity Offering and the 2017 private offering and the use of proceeds therefrom, our subsidiaries that are not guarantors would have accounted for approximately $1.9 billion, or 39%, of our total revenues for the twelve months ended December 31, 2016 and approximately $3.4 billion, or 38%, of our total assets and approximately $1.0 billion, or 17%, of our total liabilities as of December 31, 2016. As of December 31, 2016, Nordic had approximately $32.0 million of financing lease obligations that remain outstanding following the consummation of the Nordic Acquisition, as determined on the basis of IFRS and converted from Swedish Krona.

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We must offer to repurchase the notes upon a change of control, which could also result in an event of default under our Senior Secured Credit Facility.

        The indentures governing the notes requires that, upon the occurrence of a "change of control", as such term is defined in each indenture, we must make an offer to repurchase the notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

        Certain events involving a change of control will result in an event of default under our Senior Secured Credit Facility and may result in an event of default under other indebtedness that we may incur in the future and would trigger a "change of control" under our existing notes. An event of default under our Senior Secured Credit Facility or other indebtedness could result in an acceleration of such indebtedness. See "Description of Exchange Notes—Change of Control." We cannot assure you that we would have sufficient resources to repurchase any of the notes or pay our obligations if the indebtedness under our Senior Secured Credit Facility or other indebtedness were accelerated upon the occurrence of a change of control. The acceleration of indebtedness and our inability to repurchase all the tendered notes would constitute events of default under the indenture governing the notes. No assurance can be given that the terms of any future indebtedness will not contain cross default provisions based upon a change of control or other defaults under such debt instruments.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

        Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debt of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

        In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

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        On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debt beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

The results of the United Kingdom's referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business, which could reduce the price of the notes.

        In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum. The referendum was advisory, and the terms of the withdrawal are subject to a negotiation period that could last at least two years and which commenced on March 29, 2017 after the government of the United Kingdom formally initiated the withdrawal process. Nevertheless, the referendum and the formal commencement of the withdrawal process have created significant uncertainty about the future relationship between the United Kingdom and the European Union and has given rise to calls for the governments of other European Union member states to consider withdrawal from the European Union.

        These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings may be especially subject to increased market volatility. Lack of clarity about future United Kingdom laws and regulations as the United Kingdom determines which European Union laws to replace or replicate in the event of a withdrawal, including financial laws and regulations, tax and free trade agreements, intellectual property rights, supply chain logistics, environmental, health and safety laws and regulations, immigration laws and employment laws, could decrease foreign direct investment in the United Kingdom, increase costs, depress economic activity, restrict the Company's access to capital and make regulatory compliance and the distribution, sourcing, and sales and marketing of the Company's products more difficult or costly. These factors could also negatively impact our business in the United Kingdom, the currency rates into which our results of operations are reported and the prices of our Sterling denominated notes. If the United Kingdom and the European Union are unable to negotiate acceptable withdrawal terms or if other European Union member states pursue withdrawal, barrier-free access between the United Kingdom and other European Union member states or among the European economic area overall could be diminished or eliminated. Any of these factors could have a material adverse effect on the Company's business, prospects, results of operations, financial condition and/or cash flows and negatively affect the price of the notes.

Holders of the Sterling denominated notes may be subject to the effects of foreign currency exchange rate fluctuations, as well as possible exchange controls, relating to the sterling.

        Payments of principal and interest, if any, in respect of the sterling denominated notes are payable by us in sterling. An investment in the notes which are denominated in, and all payments in respect of which are to be made in, a currency other than the currency of the country in which the purchaser is resident or the currency in which the purchaser conducts its business or activities (the home currency), entails significant risks not associated with a similar investment in a security denominated in the home currency.

        These include the possibility of:

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        We have no control over a number of factors affecting these types of notes, including economic, financial and political events that are important in determining the existence, magnitude and longevity of these risks and their results. In recent years, rates of exchange for certain currencies, including sterling, have been highly volatile and this volatility may continue in the future.

        Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative of fluctuations in the rate that may occur during the term of the sterling denominated notes. Depreciation of the sterling against the home currency could result in a decrease in the effective yield of the sterling denominated notes below the coupon rate, and in certain circumstances, could result in a loss to you on a home currency basis.

        The United Kingdom may, in the future, impose exchange controls and modify any exchange controls imposed, which controls could affect exchange rates as well as the availability of sterling at the time of payment of principal of, interest on, or any redemption payment with respect to, the sterling denominated notes.

        The sterling denominated notes will be governed by, and construed in accordance with, the laws of the State of New York. U.S. federal or state courts rendering a judgment on the sterling denominated notes may be unable to enter judgment in any currency except in U.S. dollars. Accordingly, in a lawsuit for payment on the sterling denominated notes, investors may bear currency exchange risk, which could be material. This description of foreign currency risks does not describe all the risks of an investment in securities denominated in a currency other than the home currency. You should consult your own financial and legal advisors as to the risks involved in an investment in the sterling denominated notes.

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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 the historical periods shown. For purposes of determining the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes with applicable adjustments. Fixed charges consist of capitalized interest credit, interest factor in rent expense and other interest and fixed charges.

 
  Years Ended  
 
   
   
   
   
   
   
   
 
 
   
   
   
   
   
   
   
 
 
   
   
   
   
  From
Inception
August 31,
2012 through
December 31,
2012
   
   
 
 
   
   
   
   
   
   
 
 
   
   
   
   
   
  January 1,
2012 through
August 30,
2012
 
 
  December 31, 2016   December 31, 2015   December 31, 2014   December 31, 2013    
 
 
   
 
 
  (Successor)   (Successor)   (Successor)   (Successor)   (Successor)    
  (Predecessor)  

Ratio of Earnings to Fixed Charges(1)

    1.5x     1.6x     1.4x     1.3x             1.5x  

(1)
Earnings were insufficient to cover fixed charges by $25,776,000 for the period from inception August 31, 2012 through December 31, 2012 (Successor 2012).

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        We have entered into the Registration Rights Agreements with the initial purchasers of the Original Notes, in which we agreed to file a registration statement relating to an offer to exchange the Original Notes for Exchange Notes. The registration statement of which this prospectus forms a part was filed in compliance with this obligation. We also agreed to use our commercially reasonable efforts to file the registration statement with the SEC and to cause it to become effective under the Securities Act. The Exchange Notes of each series will have terms substantially identical to the applicable series of Original Notes except that the Exchange Notes will not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer by the dates set forth in the Registration Rights Agreements.

        Following the completion of the exchange offer, holders of Original Notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and, subject to certain exceptions, the Original Notes will continue to be subject to certain restrictions on transfer.

        Subject to certain conditions, including the representations set forth below, the Exchange Notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. In order to participate in the exchange offer, a holder must represent to us in writing, or be deemed to represent to us in writing, among other things, that:

        Under certain circumstances specified in the Registration Rights Agreements, we may be required to file a "shelf" registration statement covering resales of the Original Notes pursuant to Rule 415 under the Securities Act.

        Based on an interpretation by the SEC's staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, the Exchange Notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of Exchange Notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

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        Any such holder who tenders in the exchange offer for the purpose of participating in a distribution of the Exchange Notes cannot rely on this interpretation by the SEC's staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. 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." Broker-dealers who acquired Original Notes directly from us and not as a result of market-making activities or other trading activities may not rely on the staff's interpretations discussed above, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the Exchange Notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and with respect to the Original Dollar Notes in the letter of transmittal, we will accept any and all Original Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                        , 2017, or such date and time to which we extend the exchange offer. We will issue $1,000 in principal amount of New 5.875% Dollar Notes in exchange for each $1,000 principal amount of Original 5.875% Dollar Notes accepted in the exchange offer. We will issue $1,000 in principal amount of New 6.125% Dollar Notes in exchange for each $1,000 principal amount of Original 6.125% Dollar Notes accepted in the exchange offer.We will issue £1,000 in principal amount of New Sterling Notes in exchange for each £1,000 principal amount of Original Sterling Notes accepted in the exchange offer. Holders may tender some or all of their Original Notes pursuant to the exchange offer. Original Sterling Notes may be tendered only in a denomination equal to £100,000 and any integral multiples of £1,000 in excess thereof. Original Dollar Notes may be tendered only in a denomination equal to $2,000 and any integral multiples of $1,000 in excess thereof.

        The Exchange Notes will evidence the same debt as the Original Notes and will be issued under the terms of, and entitled to the benefits of, the applicable indenture relating to the Original Notes.

        As of the date of this prospectus, (i) £500.0 million in aggregate principal amount of Original Sterling Notes, (ii) $595.0 million in aggregate principal amount of Original 5.875% Dollar Notes and (iii) $475.0 million in aggregate principal amount of Original 6.125% Dollar Notes are outstanding. This prospectus, together with the letter of transmittal (in the case of Original Dollar Notes), is being sent to the registered holders of the Original Notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

        We will be deemed to have accepted validly tendered Original Notes when, as and if we have given oral or written notice thereof to U.S. Bank National Association, which is acting as the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes from us. If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading "—Conditions to the Exchange Offer," any such unaccepted Original Notes will be returned, without expense, to the tendering holder of those Original Notes promptly after the expiration date unless the exchange offer is extended.

        Holders who tender Original Notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal with respect to the Original Dollar Notes, transfer taxes with respect to the exchange of Original Notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See "—Fees and Expenses."

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Expiration Date; Extensions; Amendments

        The expiration date shall be 5:00 p.m., New York City time, on                        , 2017, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date and will also disseminate notice of any extension by press release or other public announcement prior to 9:00 a.m., New York City time on such date. Any such announcement will include the approximate number of securities deposited as of the date of the extension. We reserve the right, in our sole discretion:

        Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the Original Notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of Original Notes of that amendment, and it will extend the offer period, if necessary, so that at least five business days remain in the offer following notice of the material change.

Procedures for Tendering Original Sterling Notes

        As used in this prospectus the following terms have the following meanings:

        "Direct Participant" means each person who is shown in the records of the European Clearing Systems as a holder of the Original Sterling Notes.

        "European Clearing Systems" means Clearstream and Euroclear.

        "European Clearing System Notice" means the "Deadlines and Corporate Events" or similar form of notice to be sent to Direct Participants by each of the European Clearing Systems in connection with the exchange offer relating to the Original Sterling Notes informing Direct Participants of the procedures to be followed in order to participate in the exchange offer relating to Original Sterling Notes.

        To tender Original Sterling Notes held through Euroclear or Clearstream, a holder who is not a Direct Participant in Euroclear or Clearstream must arrange for a Direct Participant to deliver its electronic tender and block instruction in the form specified in the relevant European Clearing System Notice to the exchange agent via the European Clearing Systems and in accordance with the requirements of the European Clearing Systems by the relevant deadlines ("Exchange Instructions") in accordance with the procedures set out in this section.

        Only a Direct Participant in a European Clearing System can properly instruct that European Clearing System with regard to submitting Exchange Instructions. In so instructing, the Direct Participant, and the tendering holder(s) on whose behalf it is acting, will be deemed to have read and agreed to be bound by the terms and conditions of the exchange offer contained in this prospectus.

        If a holder holds its Original Sterling Notes through a custodian or other intermediary, such holder may not submit an Exchange Instruction directly. It should therefore contact its custodian or other intermediary to instruct its custodian or intermediary to submit an Exchange Instruction on its behalf. In the event that the relevant custodian or intermediary is unable to submit an Exchange Instruction on

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its behalf by one of the methods described herein, the holder should contact the exchange agent for assistance in submitting its Exchange Instruction. There can be no assurance that the exchange agent will be able to assist any such holders in successfully submitting an Exchange Instruction. Holders are advised to check with any bank, securities broker or other intermediary through which they hold Original Sterling Notes when such intermediary would need to receive instructions from a holder in order for that holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the exchange offer by the deadlines specified in this prospectus. The deadlines set by any such intermediary and each European Clearing System for the submission and withdrawal of Exchange Instructions will be earlier than the relevant deadlines specified in this prospectus.

        The tendering of Original Sterling Notes in the exchange offer will be deemed to have occurred upon receipt by the exchange agent from the relevant European Clearing System of a valid Exchange Instruction submitted in accordance with the requirements of such European Clearing System. The receipt of such Exchange Instruction by the relevant European Clearing System will be acknowledged in accordance with the standard practices of such European Clearing System and will result in the blocking of the relevant Original Sterling Notes in the holder's account with the relevant European Clearing System so that no transfers may be effected in relation to such Original Sterling Notes.

        Once valid Exchange Instructions are submitted to the relevant European Clearing System, no transfers may be effected in relation to such tendered Original Sterling Notes at any time after the date of submission of such Exchange Instruction unless such Exchange Instruction is validly revoked. Each Direct Participant will be deemed to consent to have the relevant European Clearing System provide details concerning such Direct Participant's identity to the exchange agent (and for the exchange agent to provide such details to us and to the dealer managers and to their respective legal advisers).

        Only Direct Participants may submit Exchange Instructions. Each holder that is not a Direct Participant must arrange for the Direct Participant through which such holder holds its Original Sterling Notes to submit a valid Exchange Instruction on its behalf to the relevant European Clearing System before the deadlines specified by the relevant European Clearing System.

Procedures for Tendering Original Dollar Notes

        Except as set forth below, a holder of Original Dollar Notes who wishes to tender such notes for exchange must, on or prior to the expiration date:

        In addition, either:

        The term "agent's message" means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, or "book-entry confirmation," which states that DTC

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has received an express acknowledgement that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

        The method of delivery of the Original Dollar Notes, the letters of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or Original Dollar Notes should be sent directly to us.

        Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless the Original Dollar Notes surrendered for exchange are tendered:

        An "eligible institution" is a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

        If Original Dollar Notes are registered in the name of a person other than the signer of the letter of transmittal, the Original Dollar Notes surrendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form to the exchange agent and as determined by us in our sole discretion, duly executed by the registered holder with the holder's signature guaranteed by an eligible institution.

        The participant should transmit its acceptance to DTC on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify the acceptance and then send to the exchange agent confirmation of the book-entry transfer. The confirmation of the book- entry transfer will be deemed to include an agent's message confirming that DTC has received an express acknowledgment from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. Delivery of New Dollar Notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile thereof or an agent's message, with any required signature guarantees and any other required documents, must:

        DTC's ATOP program is the only method of processing the exchange offer through DTC. To tender Original Dollar Notes through ATOP, participants in DTC must send electronic instructions to DTC through DTC's communication system. In addition, such tendering participants should deliver a copy of the letter of transmittal to the exchange agent unless an agent's message is transmitted in lieu thereof. DTC is obligated to communicate those electronic instructions to the exchange agent through an agent's message. Any instruction through ATOP, such as an agent's message, is at your risk and such instruction will be deemed made only when actually received by the exchange agent.

        In order for your tender through ATOP to be valid, an agent's message must be transmitted to and received by the exchange agent prior to the expiration date, or the guaranteed delivery procedures described below must be complied with. Delivery of instructions to DTC does not constitute delivery to the exchange agent.

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Representations on Tendering Original Notes

        By surrendering Original Notes in the exchange offer, you will be representing that, among other things:

Determination of Validity

        We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of Original Notes tendered for exchange in our sole discretion. Our determination will be final and binding. We reserve the absolute right to:

        Notwithstanding the foregoing, we do not expect to treat any holder of Original Notes differently from other holders to the extent they present the same facts or circumstances.

        Our interpretation of the terms and conditions of the exchange offer as to any particular Original Notes either before or after the expiration date, including the letter of transmittal and the instructions to it, will be final and binding on all parties. Holders must cure any defects and irregularities in connection with tenders of Original Notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities.

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        Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor shall any of us incur any liability for failure to give such notification.

        If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any Original Notes or any power of attorney, these persons should so indicate when signing, and you must submit proper evidence satisfactory to us of those persons' authority to so act unless we waive this requirement.

Representations on Tendering Original Notes

        By tendering, each holder will represent to us that the person acquiring Exchange Notes in the exchange offer, whether or not that person is the holder, is obtaining them in the ordinary course of its business, and at the time of the commencement of the exchange offer neither the holder nor, to the knowledge of such holder, that other person receiving Exchange Notes from such holder has any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes issued in the exchange offer in violation of the provisions of the Securities Act. If any holder or any other person receiving Exchange Notes from such holder is an "affiliate," as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the notes in violation of the provisions of the Securities Act to be acquired in the exchange offer, the holder or any other person:

        Each broker-dealer that acquired its Original Notes as a result of market-making activities or other trading activities, and thereafter receives Exchange Notes issued for its own account in the exchange offer, must acknowledge that it will comply with the applicable provisions of the Securities Act (including, but not limited to, delivering this prospectus in connection with any resale of such Exchange Notes issued in the exchange offer). 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. See "Plan of Distribution" for a discussion of the exchange and resale obligations of broker-dealers.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes Issued in the Exchange Offer

        Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept, promptly after the expiration date, all Original Notes of each series properly tendered and will issue Exchange Notes in the applicable series registered under the Securities Act in exchange for the tendered Original Notes. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered Original Notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter, and complied with the applicable provisions of the Registration Rights Agreements. See "—Conditions to the Exchange Offer" for a discussion of the conditions that must be satisfied before we accept any Original Notes for exchange.

        For each outstanding note accepted for exchange, the holder will receive an Exchange Note registered under the Securities Act having a principal amount equal to that of the surrendered outstanding note. Registered holders of Exchange Notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date on which interest has been paid or, if no interest

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has been paid, from the issue date of the Original Notes. Holders of Exchange Notes will not receive any payment in respect of accrued interest on Original Notes otherwise payable on any interest payment date, the record date for which occurs on or after the consummation of the exchange offer. Under the Registration Rights Agreements, we may be required to make payments of additional interest to the holders of the Original Notes under circumstances relating to the timing of the exchange offer.

        In all cases, we will issue Exchange Notes for Original Notes that are accepted for exchange only after the exchange agent timely receives:

        If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered Original Notes, or if a holder submits Original Notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or nonexchanged notes without cost to the tendering holder. In the case of Original Dollar Notes tendered by book-entry transfer into the exchange agent's account at DTC, the nonexchanged notes will be credited to an account maintained with DTC.

        We will return the Original Notes or have them credited to DTC, Euroclear or Clearstream, as applicable, promptly after the expiration or termination of the exchange offer.

Guaranteed Delivery Procedures for Original Dollar Notes

        If a holder of Original Dollar Notes desires to tender such notes and the holder's Original Dollar Notes are not immediately available, or time will not permit the holder's Original Dollar 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 if:

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Withdrawal of Tenders

        You may withdraw tenders of your Original Notes at any time prior to the expiration of the exchange offer.

        With respect to the Original Dollar Notes, for a withdrawal to be effective, you must send a written notice of withdrawal to the exchange agent at the address set forth below under "—Exchange Agent." Any such notice of withdrawal must:

        If Original Dollar Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC, as applicable, to be credited with the withdrawn notes and otherwise comply with the procedures of such facility.

        With respect to the Original Sterling Notes, for a withdrawal to be effective, you must instruct the Direct Participant to submit a valid electronic withdrawal instruction to the relevant European Clearing System which must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

        We will determine all questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal and our determination will be final and binding on all parties. Any tendered notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any Original Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder. Original Notes received by the exchange agent that are withdrawn will be returned by the exchange agent to the participant who delivered such Original Notes by crediting an account maintained at either DTC, Euroclear or Clearstream, as applicable, designated by such participant. The Original Notes will be returned promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Original Notes may be re-tendered by following one of the procedures described under "—Procedures for Tendering" above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we may (a) refuse to accept any Original Notes and return all tendered Original Notes to the tendering holders, (b) extend the exchange offer and retain all Original Notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw those Original Notes, or (c) waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered Original Notes that have not been withdrawn, if we determine, in our reasonable judgment, that (i) the exchange offer violates applicable laws or, any applicable interpretation of the staff of the SEC; (ii) an action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer or a material adverse development shall have occurred in any existing action or proceeding with respect to us; or (iii) all governmental approvals that we deem necessary for the consummation of the exchange offer have not been obtained.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time

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and from time to time. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any Original Notes tendered, and no Exchange Notes will be issued in exchange for those Original Notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Effect of Not Tendering

        Holders who desire to tender their Original Notes in exchange for Exchange Notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of Original Notes for exchange.

        Original Notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to accrue interest and to be subject to the provisions in the indenture regarding the transfer and exchange of the Original Notes and the existing restrictions on transfer set forth in the legend on the Original Notes and in the prospectus relating to the Original Notes. After completion of the exchange offer, we will have no further obligation to provide for the registration under the Securities Act of those Original Notes except in limited circumstances with respect to specific types of holders of Original Notes and we do not intend to register the Original Notes under the Securities Act. In general, Original Notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

Exchange Agent

        All executed letters of transmittal should be directed to the exchange agent. U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

Registered & Certified Mail

U.S. BANK NATIONAL
ASSOCIATION
Corporate Trust Services
60 Livingston Avenue
St. Paul, MN 55107

  Regular Mail or Courier:

U.S. BANK NATIONAL
ASSOCIATION
Corporate Trust Services
60 Livingston Avenue
St. Paul, MN 55107

  In Person by Hand Only:

U.S. BANK NATIONAL
ASSOCIATION
Corporate Trust Services
60 Livingston Avenue
1st Floor—Bond Drop Window
St. Paul, MN 55107

  For Information
or Confirmation
by Telephone:

1 (800) 934-6802

Fees and Expenses

        We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, legal, printing and related fees and expenses. Notwithstanding the foregoing, holders of the Original Notes shall pay all agency fees and commissions and underwriting discounts and commissions, if any, attributable to the sale of such Original Notes or Exchange Notes.

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Accounting Treatment

        We will record the Exchange Notes at the same carrying value as the Original Notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as the terms of the Exchange Notes are substantially identical to those of the Original Notes. The expenses of the exchange offer will be amortized over the terms of the Exchange Notes.

Transfer Taxes

        Holders who tender their Original Notes in exchange for Exchange Notes will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to issue Exchange Notes in the name of, or request that Original Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those Original Notes. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. Notwithstanding the foregoing, holders of Original Notes shall pay transfer taxes, if any, attributable to the sale of such Original Notes or of any Exchange Notes received in connection with this exchange offer. If a transfer tax is imposed for any reason other than the transfer and exchange of Original Notes to the Company or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the applicable holder.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy certain of our obligations under the Registration Rights Agreements. We will not receive any proceeds from the issuance of the Exchange Notes in the exchange offer. In exchange for the Exchange Notes, we will receive Original Notes in like principal amount. We will retire or cancel all of the Original Notes tendered in the exchange offer. Accordingly, issuance of the Exchange Notes will not result in any change in our capitalization.

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DESCRIPTION OF EXCHANGE NOTES

        You can find the definitions of certain terms used in this description under "—Certain Definitions." In this description, the words "we", "us", "our", the issuer", and the "Company" refer only to AMC Entertainment Holdings, Inc. and not to any of its subsidiaries.

        The Company issued (i) $595.0 million in aggregate principal amount of 5.875% Senior Subordinated Notes due 2026 (the "Original 5.875% Dollar Notes") under an indenture dated November 8, 2016 (as amended and restated from time to time, the "2016 Notes Indenture") between itself, the guarantors party thereto and U.S. Bank National Association, as trustee (the "Trustee"); (ii) $475.0 million in aggregate principal amount of 6.125% Senior Subordinated Notes due 2027 (the "Original 6.125% Dollar Notes") under an indenture dated March 17, 2017 (as amended and restated from time to time, the "2017 Notes Indenture" and, together with the 2016 Notes Indenture, the "Indentures" and each an "Indenture"), between itself, the guarantors party thereto and the Trustee (the "Trustee"); and (iii) £500.0 million in aggregate principal amount of 6.375% Senior Subordinated Notes due 2024 (the "Original Sterling Notes" and together with the Original 5.875% Dollar Notes and Original 6.125% Dollar Notes, the "Original Notes") under the 2016 Notes Indenture. References below to "the Indenture" are to the 2016 Notes Indenture or the 2017 Notes Indenture, as applicable. The Original Notes were issued in private transactions that were not subject to the registration requirements of the Securities Act. In this section, we refer to the New 5.875% Dollar Notes together with the Original 5.875% Dollar Notes as the "5.875% Dollar Notes, "the New 6.125% Dollar Notes together with the Original 6.125% Dollar Notes as the "6.125% Dollar Notes" and the Original Sterling Notes together with the New Sterling Notes as the "Sterling Notes." The notes include the terms stated in each Indenture and those made part of each Indenture by reference to the Trust Indenture Act of 1939 (the "Trust Indenture Act").

        The following description is only a summary of the material provisions of each Indenture and the Registration Rights Agreements and does not purport to be complete and is qualified in its entirety by reference to the provisions of those agreements, including the definitions therein of certain terms used below. We urge you to read each Indenture and the Registration Rights Agreements because those agreements, not this description, define your rights as holders of the notes. You may request copies of each Indenture and the Registration Rights Agreements at our address set forth under the heading "Incorporation by Reference."

Exchange Notes versus Original Notes

        The terms of the Exchange Notes of each series are substantially identical to the applicable series of Original Notes except that the Exchange Notes will be registered under the Securities Act and will be free of any covenants regarding exchange registration rights.

Brief Description of the Notes and the Guarantees

        The notes:

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        The Guarantees:

Principal, Maturity and Interest

        The 6.125% Dollar Notes mature on May 15, 2027. The 5.875% Dollar Notes and the Sterling Notes mature on November 15, 2024. We will issue up to £500,000,000 of New Sterling Notes, $595,000,000 of New 5.875% Dollar Notes and $475,000,000 of New 6.125% Dollar Notes (collectively, the "Offered Notes"). Subject to compliance with the limitations described under "—Certain Covenants—Limitation on Consolidated Indebtedness," we can issue an unlimited amount of additional notes in the future as part of the same series or as an additional series. Any additional notes that we issue in the future will be substantially identical to the Offered Notes that we are issuing now, except that notes issued in the future will have different issuance prices, issuance dates and CUSIP numbers unless such additional notes are fungible with the existing notes for U.S. federal income tax purposes. The U.S. dollar denominated notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Sterling denominated notes will be issued in minimum denominations of £100,000 and in integral multiples of £1,000 in excess thereof.

        Interest on the New 5.875% Dollar Notes accrues at a rate of 5.875% per annum and will be payable semi-annually in arrears on May 15 and November 15, commencing on November 15, 2017. We will pay interest to those persons who were holders of record at the close of business on the May 1 or November 1 next preceding the interest payment date.

        Interest on the New 6.125% Dollar Notes accrues at a rate of 6.125% per annum and will be payable semi-annually in arrears on May 15 and November 15, commencing on November 15, 2017. We will pay interest to those persons who were holders of record at the close of business on the May 1 or November 1 next preceding the interest payment date.

        Interest on the New Sterling Notes accrues at a rate of 6.375% per annum and will be payable semi-annually in arrears on May 15 and November 15, commencing on November 15, 2017. We will pay interest to those persons who were holders of record at the close of business on the May 1 or November 1 next preceding the interest payment date.

        Interest on the Exchange Notes accrues from the date from which the corresponding Oridingal Note accrue interes, or, if interest has already been paid on the Exchange Notes, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Paying Agent and Registrar for the Notes

        The Company maintains one or more paying agents for the notes in (i) the City of London (the "Sterling Notes Paying Agent") and (ii) the City of New York (the "Dollar Notes Paying Agent" and, together with the Sterling Notes Paying Agent, the "Paying Agents"). The Company also undertakes, to the extent possible, to use reasonable efforts to maintain a paying agent in a member of state of the European Union that will not be obliged to withhold or deduct tax pursuant to the European Council Directive 2003//48/EC regarding the taxation of savings income (the "Directive"). The initial Sterling Notes Paying Agent for the Sterling Notes will be Elavon Financial Services DAC, UK Branch in

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London and the initial Dollar Paying Agent for the Dollar Notes will be U.S. Bank National Association, in New York.

        The Company also maintains one or more registrars (each, a "Registrar") with offices in Ireland, for so long as the notes are held in registered form. The Company also maintains a transfer agent in Ireland. The initial Registrar and transfer agent for the Sterling Notes is Elavon Financial Services DAC in London. The initial Registrar and transfer agent for the Dollar Notes will be U.S. Bank National Association in New York. The Registrars and the transfer agents will maintain a register reflecting ownership of notes in the form of definitive registered notes (the "Definitive Registered Notes") outstanding from time to time, if any, and will make payments on and facilitate transfers of Definitive Registered Notes on behalf of the Company. Each transfer agent shall perform the functions of a transfer agent.

        The Company may change any Paying Agent, Registrar or transfer agent for the notes without prior notice to the holders of the notes. The Company or any of its Subsidiaries may act as Paying Agent or Registrar in respect of the notes. For so long as the notes are listed on the Official List of the Exchange, the Company will notify the Official List of the Exchange of any change of Paying Agent, Registrar or transfer agent.

Subordination

        The payment of all Obligations in respect of the notes and the Subsidiary Guarantees will be subordinated, as set forth in each Indenture, in right of payment to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of the Company and the Guarantors, as applicable.

        In the event of any:

the holders of Senior Indebtedness of the Company or such Guarantor, as the case may be, will first be entitled to receive payment in full in cash or Cash Equivalents of all Senior Indebtedness, or provision shall be made for such payment in full in cash or Cash Equivalents to the satisfaction of the holders of Senior Indebtedness, before the holders of notes will be entitled to receive any payment or distribution of any kind or character from any source (other than any payment or distribution in the form of Permitted Junior Securities) on account of all Obligations in respect of the notes or on account of the purchase, deposit for defeasance or redemption or other acquisition of notes.

        As of December 31, 2016, on an as adjusted basis after giving effect to the 2017 Equity Offering, the 2017 private offering and the use of proceeds therefrom, we would have had outstanding:

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        The notes are unsecured obligations of the Company and the Subsidiary Guarantees are unsecured obligations of the Guarantors. Secured Indebtedness of the Company and the Guarantors will be effectively senior to the notes and the Subsidiary Guarantees, respectively, to the extent of the value of the assets securing such Indebtedness. As of December 31, 2016 the Company had $2,587.9 million of Secured Indebtedness, consisting of borrowings under the Credit Agreement, the Carmike Notes, a promissory note payable to NCM and capital and financing lease obligations. As of December 31, 2016, Nordic had approximately $32.0 million of financing lease obligations that remain outstanding following the consummation of the Nordic Acquisition, as determined on the basis of IFRS and converted from Swedish Krona.

        No payment (other than any payments made pursuant to the provisions described under "—Defeasance and Covenant Defeasance of each Indenture" from monies or Government Securities previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), may be made by the Company on account of any Obligation in respect of the notes or on account of the purchase, redemption, deposit for defeasance or other acquisition of notes upon the occurrence of any default in payment (whether at stated maturity, upon scheduled installment, by acceleration or otherwise) of principal of, premium, if any, or interest in respect of any Senior Indebtedness beyond any applicable grace periods (a "Payment Default") until such Payment Default shall have been cured or waived or have ceased to exist or such Senior Indebtedness shall have been discharged or paid in full in cash or Cash Equivalents.

        No payment (other than any payments made pursuant to the provisions described under "—Defeasance and Covenant Defeasance of each Indenture" from monies or Government Securities previously deposited with the Trustee) or distribution of any assets of the Company of any kind or character from any source, whether in cash, property or securities (other than Permitted Junior Securities), may be made by the Company on account of any Obligation in respect of the notes or on account of the purchase, redemption, deposit for defeasance or other acquisition of notes for the period specified below ("Payment Blockage Period") upon the occurrence of any default with respect to any Designated Senior Indebtedness not covered by the immediately preceding paragraph pursuant to which the maturity thereof may be accelerated (a "Non-payment Default") and receipt by the Trustee of written notice thereof from the representatives of the holders of any Designated Senior Indebtedness.

        The Payment Blockage Period will commence upon the date of receipt by the Trustee of written notice from such representative and shall end on the earliest of:

after which the Company will resume making any and all required payments in respect of the notes, including any missed payments. In any event, not more than one Payment Blockage Period may be commenced during any period of 365 consecutive days. No event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period will be, or can be, made the basis for the commencement of a subsequent Payment Blockage Period, unless such default has been cured or waived for a period of not less than 90 consecutive days.

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        In the event that, notwithstanding the foregoing, the Trustee or any holder of the notes shall have received any payment prohibited by the foregoing, then such payment shall be paid over to the representatives of such Designated Senior Indebtedness initiating the Payment Blockage Period, to be held in trust for distribution to the holders of Senior Indebtedness or, to the extent amounts are not then due in respect of Senior Indebtedness, promptly returned to the Company, or otherwise as a court of competent jurisdiction shall direct. The Trustee shall not be liable for any interest on any money received by it.

        Failure by the Company to make any required payment in respect of the notes when due or within any applicable grace period, whether or not occurring during a Payment Blockage Period, will result in an Event of Default and, thereafter, holders will have the right to require repayment of the notes in full. See "—Events of Default".

        By reason of such subordination, in the event of liquidation, receivership, reorganization or insolvency of the Company, creditors of the Company who are holders of Senior Indebtedness may recover more, ratably, than the holders of the notes, and assets which would otherwise be available to pay obligations in respect of the notes will be available only after all Senior Indebtedness has been paid in full in cash or Cash Equivalents, and there may not be sufficient assets remaining to pay amounts due on any or all of the notes.

        The Subsidiary Guarantee of each of the Guarantors will be subordinated to Senior Indebtedness of such Guarantor to the same extent and in the same manner as the notes are subordinated to Senior Indebtedness of the Company. Payments under the Subsidiary Guarantee of each Guarantor will be subordinated to the prior payment in full in cash of all Indebtedness under the Credit Agreement and all other Senior Indebtedness of such Guarantor, including Senior Indebtedness incurred after the date of each Indenture, on the same basis as provided above with respect to the subordination of payments on the notes by the Company to the prior payment in full of Senior Indebtedness of the Company.

        All of the Company's operations are conducted through its subsidiaries. Therefore, the Company's ability to service its Indebtedness, including the notes, is dependent upon the earnings of its subsidiaries and their ability to distribute those earnings as dividends, loans or other payments to the Company. Certain laws restrict the ability of the Company's subsidiaries to pay dividends and make loans and advances to the Company. If these restrictions apply to subsidiaries that are not Guarantors, then the Company would not be able to use the earnings of these subsidiaries to make payments on the notes. In addition, the Company only has a stockholder's claim on the assets of its subsidiaries. This stockholder's claim is junior to the claims that creditors and holders of Preferred Stock of the Company's subsidiaries have against those subsidiaries.

        Not all of our subsidiaries will Guarantee the notes. The notes are Guaranteed by each of our subsidiaries that Guarantees any of our other Indebtedness, including the Credit Agreement. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and trade creditors before they will be able to distribute any of their assets to us. The notes are effectively subordinated in right of payment to existing and future liabilities of our non-guarantors subsidiaries. Our non-guarantor subsidiaries include Odeon, Carmike and Nordic. On a pro forma as adjusted basis after giving effect to the Completed Acquisitions, the 2017 Equity Offering and 2017 private offering and the use of proceeds therefrom, our subsidiaries that are not guarantors would have accounted for approximately $1.9 billion, or 39%, of our total revenues for the year ended December 31, 2016 and approximately $3.4 billion, or 38%, of our total assets and approximately $1.0 billion, or 17%, of our total liabilities as of December 31, 2016.

        See "Risk Factors—Risks Related to Our Notes and This Offering—Our substantial debt could adversely affect our operations and your investment in the notes", and "—If our cash flows prove inadequate to service our debt and provide for our other obligations, we may be required to refinance all or a portion of our existing debt or future debt at terms unfavorable to us".

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Payment of Additional Amounts

        All payments of principal and interest on the Sterling Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, assessment or other governmental charge imposed by the United States or any political subdivision or taxing authority of or in the United States (collectively, "Taxes"), unless the withholding of such Taxes is required by law or the official interpretation or administration thereof. We will, subject to the exceptions and limitations set forth below, pay such additional amounts as are necessary in order that the net payment of the principal of and interest on the Sterling Notes to a beneficial owner of Sterling Notes who is a Non-U.S. Person (as defined herein), after deduction for any present or future Taxes, imposed by withholding with respect to the payment, will not be less than the amount provided in the Sterling Notes to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts shall not apply to:

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nor will we pay any additional amounts to any beneficial owner or holder of Sterling Notes who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to that fiduciary or a member of that partnership or a beneficial owner thereof would not have been entitled to the payment of those additional amounts had that beneficiary, settlor, member or beneficial owner been the beneficial owner of those Sterling Notes.

        As used in the preceding paragraph, "Non-U.S. Person" means any corporation, partnership, individual or fiduciary that is, for United States federal income tax purposes, a foreign corporation, a non-resident alien individual who has not made a valid election to be treated as a United States resident, a non-resident fiduciary of a foreign estate or trust or a foreign partnership, one or more of the members of which is, as to the United States, a foreign corporation, a non-resident alien individual or a non-resident fiduciary of a foreign estate or trust.

        The Sterling Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this heading "—Payment of Additional Amounts," we shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

Subsidiary Guarantees

        The Guarantors, jointly and severally, fully and unconditionally guarantee on a senior subordinated unsecured basis the Company's obligations under the notes and all obligations under each Indenture. The Guarantors agree to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable counsel fees and expenses) Incurred by the Trustee or the holders of notes in enforcing any rights under the Subsidiary Guarantees. The obligations of each Guarantor under its Subsidiary Guarantee rank junior in right of payment with all Senior Indebtedness of such Guarantor and equally in right of payment with other Senior Subordinated Indebtedness of such Guarantor.

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        Although each Indenture limits the amount of Indebtedness that Subsidiaries may Incur, such Indebtedness may be substantial and a significant portion of it may be Indebtedness of Guarantors and/or may be Senior Indebtedness and/or may be secured.

        Each Indenture provides that the obligations of each Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

        In the event a Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Guarantor is the surviving entity in such a transaction involving a Person that is not the Company or a Subsidiary of the Company, such Guarantor will be released from its obligations under each Indenture, its Subsidiary Guarantee and the Registration Rights Agreements if:

        In addition, a Guarantor will be released from its obligations under each Indenture, its Subsidiary Guarantee and the Registration Rights Agreements if (1) the conditions relating to legal defeasance are satisfied in accordance with the Indenture or (2) the Company designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other provisions of the Indenture.

Sinking Fund

        The notes are not entitled to the benefit of any sinking fund.

Optional Redemption

        The 5.875% Dollar Notes will not be redeemable at the option of the Company prior to November 15, 2021 (except as provided below).

        From and after November 15, 2021, the Company may redeem all or any portion of the 5.875% Dollar Notes, at once or over time, after giving the required notice under the 2016 Notes Indenture. The 5.875% Dollar Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for the 5.875% Dollar Notes redeemed during the 12-month period commencing on November 15 of the years set forth below, and are expressed as percentages of principal amount.

Year
  Redemption  

2021

    102.938 %

2022

    101.958 %

2023

    100.979 %

2024 and thereafter

    100.0000 %

        Prior to November 15, 2019 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the 5.875% Dollar Notes with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 105.875% of the principal amount thereof, plus

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accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that:

        In addition, at any time and from time to time prior to November 15, 2021, the Company may, at its option, redeem all or a portion of the 5.875% Dollar Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium on the 5.875% Dollar Notes (as defined herein) with respect to the 5.875% Dollar Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption must be sent to holders of the notes called for redemption not less than 30 nor more than 60 days prior to the redemption date. The notice need not set forth the Applicable Premium on the 5.875% Dollar Notes but only the manner of calculation of the redemption price. The 2016 Notes Indenture provides that, with respect to any such redemption, the Company will notify the Trustee of the Applicable Premium on the 5.875% Dollar Notes with respect to the Dollar Notes promptly after the calculation and that the Trustee will not be responsible for such calculation.

        The 6.125% Dollar Notes will not be redeemable at the option of the Company prior to May 15, 2022 (except as provided below).

        From and after May 15, 2022, the Company may redeem all or any portion of the 6.125% Dollar Notes, at once or over time, after giving the required notice under the 2017 Notes Indenture. The 6.125% Dollar Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for the 6.125% Dollar Notes redeemed during the 12-month period commencing on May 15 of the years set forth below, and are expressed as percentages of principal amount.

Year
  Redemption  

2022

    103.063 %

2023

    102.042 %

2024

    101.021 %

2025 and thereafter

    100.0000 %

        Prior to May 15, 2020 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the 6.125% Dollar Notes with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 106.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that:

        In addition, at any time and from time to time prior to May 15, 2022, the Company may, at its option, redeem all or a portion of the 6.125% Dollar Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium on the 6.125% Dollar Notes (as defined herein) with respect to the 6.125% Dollar Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption must be sent to holders of the notes called for redemption

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not less than 30 nor more than 60 days prior to the redemption date. The notice need not set forth the Applicable Premium on the 6.125% Dollar Notes but only the manner of calculation of the redemption price. The 2017 Notes Indenture provides that, with respect to any such redemption, the Company will notify the Trustee of the Applicable Premium on the 6.125% Dollar Notes with respect to the 6.125% Dollar Notes promptly after the calculation and that the Trustee will not be responsible for such calculation.

        The Sterling Notes will not be redeemable at the option of the Company prior to November 15, 2019 (except as provided below).

        From and after November 15, 2019 the Company may redeem all or any portion of the Sterling Notes, at once or over time, after giving the required notice under the 2016 Notes Indenture. The Sterling Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for the Sterling Notes redeemed during the 12-month period commencing on November 15 of the years set forth below, and are expressed as percentages of principal amount.

Year
  Redemption  

2019

    104.781 %

2020

    103.188 %

2021

    101.594 %

2022 and thereafter

    100.0000 %

        Prior to November 15, 2019 the Company may on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Sterling Notes with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 106.375% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that:

        In addition, at any time and from time to time prior to November 15, 2019, the Company may, at its option, redeem all or a portion of the Sterling Notes at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium on the Sterling Notes (as defined herein) with respect to the Sterling Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of such redemption must be sent to holders of the notes called for redemption not less than 30 nor more than 60 days prior to the redemption date. The notice need not set forth the Applicable Premium on the Sterling Notes but only the manner of calculation of the redemption price. The 2016 Notes Indenture provides that, with respect to any such redemption, the Company will notify the Trustee of the Applicable Premium on the Sterling Notes with respect to the Sterling Notes promptly after the calculation and that the Trustee will not be responsible for such calculation.

        Any redemption and notice of redemption may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, consummation of any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company's discretion, the redemption

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date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed. The Company may provide in such notice that payment of the redemption price and performance of the Company's obligations with respect to such redemption may be performed by another Person.

        If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the note is registered at the close of business on such record date, and no additional interest will be payable to holders whose notes will be subject to redemption by the Company.

        If less than all of the notes are to be redeemed at any time, selection of notes for redemption will be made by the Trustee or the Registrar in accordance with the customary procedures of the Depository, as applicable, not more than 60 days prior to the redemption date pro rata, and if the Depository prescribes no method of selection, then by lot or by any other method the Trustee or the Registrar, as applicable, in its sole discretion deems fair and appropriate; provided, however, that notes will not be redeemed in an amount less than the minimum authorized denomination of $2,000 and £100,000, as applicable. Notice of redemption shall be sent to the holders electronically or by first class mail, with a copy to the Trustee or the Registrar, as applicable, to each holder of notes to the address of such holder appearing in the security register or otherwise in accordance with the procedures of the Depository not less than 30 nor more than 60 days prior to the redemption date to each holder of notes to be redeemed at its registered address. Notice of any redemption upon any Equity Offering may be given prior to the completion of the related Equity Offering. If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount thereof to be redeemed. A new note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, interest will cease to accrue on notes or portions thereof called for redemption. The Trustee shall not be liable for selection made by it under this paragraph.

        So long as any Sterling Notes are listed on the Official List of the Exchange and admitted for trading on the Exchange and the rules of the Official List of the Exchange so require, the Company will notify the Exchange of any such notice to the holders of the Sterling Notes in connection with such redemption and notify the Exchange of any change in the principal amount of the Sterling Notes outstanding, as applicable.

Redemption Upon Changes in Withholding Taxes

        If (a) as a result of any change in, or amendment to, the laws, treaties, regulations or rulings of the United States (or any political subdivision or taxing authority thereof or therein having power to tax) (a "Relevant Taxing Jurisdiction"), or any change in, or amendment to, the official position regarding the application, enforcement or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice whether or not such action was taken or made with respect to us or any affiliate), which change or amendment is announced on or after November 8, 2016, we become or will become obligated to pay additional amounts as described herein under the heading "—Payment of Additional Amounts" or (b) any act is taken by a Relevant Taxing Jurisdiction on or after November 8, 2016, whether or not such act is taken with respect to us or any affiliate, that results in us being required to pay such additional amounts, then we may, at our option, redeem the Sterling Notes, as a whole but not in part, upon not less than 30 days' nor more than 60 days' published notice, at 100% of their principal amount, together with interest accrued thereon to the date fixed for redemption; provided that we determine, in our business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to us (which does not include

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substitution of the obligor under the Sterling Notes). No redemption pursuant to (a) or (b) above may be made unless we have received an opinion of independent counsel to the effect that as a result of such change or amendment we will, or that an act taken by a Relevant Taxing Jurisdiction has resulted in us being required to pay the additional amounts described herein under the heading "—Payment of Additional Amounts," and we shall have delivered to the trustee a certificate, signed by a duly authorized officer, stating that based on such opinion we are entitled to redeem the Sterling Notes pursuant to their terms.

Certain Covenants

        Limitation on Consolidated Indebtedness.    The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness unless after giving effect to such event on a pro forma basis, the Company's Consolidated EBITDA Ratio for the four full fiscal quarters immediately preceding such event for which internal financial statements are available, taken as one period, is greater than or equal to 2.00 to 1.00 (such condition not being applicable to the Incurrence of Permitted Indebtedness).

        For purposes of determining compliance with this covenant, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Indebtedness or is entitled to be Incurred pursuant to the ratio set forth in the immediately preceding paragraph, the Company is entitled to Incur such Indebtedness in part under any combination thereof, and the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant; provided that all Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed to have been incurred on the Issue Date pursuant to clause (2) of the definition of "Permitted Indebtedness" and the Company shall not be permitted to later reclassify all or any portion of such Indebtedness outstanding on the Issue Date under the Credit Agreement.

        Accrual of interest, the accretion of accreted value, amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or in the form of common stock of the Company, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness described in clause (3) of the definition of "Indebtedness" will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided, however, that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

        Limitation on Restricted Payments.    The Company will not, and will not permit its Subsidiaries to, directly or indirectly:

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(such payments or any other actions described in (1) and (2) above are collectively referred to as "Restricted Payments") unless at the time of and after giving effect to the proposed Restricted Payment (the amount of any such Restricted Payment, if other than cash, as determined by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution):

        As of December 31, 2016, as adjusted to give effect to the 2017 private offering and the use of proceeds thereof, the Company would have been able to make approximately $1.9 billion of restricted payments under the foregoing clause (c) and clause (8) below; provided that the Company's ability to make restricted payments may be further restricted by the other limitations set forth in this covenant, by the covenants governing the Company's other Indebtedness or by applicable law.

        Notwithstanding the foregoing limitation, the Company or any of its Subsidiaries may:

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        Limitation on Liens.    The Company will not and will not permit any Guarantor to create, incur, assume or otherwise cause or suffer to exist or become effective any Lien (other than Permitted Liens) of any kind securing Indebtedness ranking pari passu in right of payment with or subordinated in right of payment to the notes or such Guarantor's Guarantee, as the case may be, upon any of their property or assets (including Capital Stock of Subsidiaries of the Company), now owned or hereafter acquired, unless contemporaneously with the incurrence of such Lien effective provision is made to secure the Obligations due under the Indenture and the notes or, in respect any Lien on any Guarantor's property or assets, any Guarantee of such Guarantor, (1) in the case of Liens securing Indebtedness that is pari passu in right of payment with the notes or any Subsidiary Guarantee, on an equal and ratable basis with (or, if the Company so elects, on a senior basis to) the obligations so secured until such time as such obligations are no longer secured by a Lien and (2) in the case of Liens securing Indebtedness that is expressly subordinated in right of payment to the notes or any Guarantee, on a senior basis to the obligations so secured with the same relative priority as the notes or such Guarantee, as the case may be, will have to that subordinated Indebtedness until such time as such obligations are no longer secured by a Lien. The foregoing restriction shall not apply to Liens securing Senior Indebtedness of the Company or any Guarantor.

        Any Lien created for the benefit of holders of the notes pursuant to this covenant shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) in the preceding paragraph.

        Limitation on Transactions with Affiliates.    The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Company (other than a Wholly Owned Subsidiary of the Company) involving aggregate consideration in excess of $25.0 million, unless:

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        Notwithstanding the foregoing limitation, the Company and its Subsidiaries may enter into or suffer to exist the following:

        Limitation on Senior Subordinated Indebtedness.    The Company will not Incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness and senior in right of payment to the notes. No Guarantor will Incur any Indebtedness that is subordinate or junior in right of payment to any Senior Indebtedness of such Guarantor and senior in right of payment to such Guarantor's Subsidiary Guarantee.

        Future Guarantors.    After the Issue Date, the Company will cause each Subsidiary which guarantees obligations under the Credit Agreement, the Existing Notes or any other Indebtedness of the Company or any Guarantor to execute and deliver to the Trustee a supplemental indenture, within 30 days of the date of such Subsidiary's guarantee of such other Indebtedness, pursuant to which such Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, interest and Special Interest, if any, on the notes on a senior subordinated basis. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary without rendering the Subsidiary Guarantee as it relates to such Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Notwithstanding the foregoing, if a Guarantor is released and discharged in full from its obligations under its Guarantees of (1) the Credit Agreement and related documentation and (2) all other Indebtedness of the Company and its Subsidiaries, then the Subsidiary Guarantee of such Guarantor shall be automatically and unconditionally released and discharged.

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SEC Reports

        The Company shall file with the SEC and provide the Trustee and holders of notes with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that the Company shall not be so obligated to file such information, documents and reports with the SEC if the SEC does not permit such filings but shall still be obligated to provide such information, documents and reports to the Trustee and the holders of the notes. The Company shall also provide copies of all annual reports and information, documents and other reports, if and for so long as the Sterling Notes are listed on the Official List of the Exchange, at the offices of the Company.

Payments for Consent

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless that consideration is offered to be paid or is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to the consent, waiver or agreement. Notwithstanding the foregoing, any payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Indenture, the notes or any Guarantees in connection with an exchange offer, the Company and any of our Subsidiaries may exclude (i) holders or beneficial owners of the notes that are not "qualified institutional buyers" as defined in Rule 144A under the Securities Act, "non-U.S. Persons" as defined in Regulation S under the Securities Act, or institutional "accredited investors" as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and (ii) holders or beneficial owners of the notes in any jurisdiction (other than the United States) where the inclusion of such holders or beneficial owners would require the Company or any such Subsidiary to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretion.

Merger and Sale of Substantially All Assets

        The Company will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than any Wholly Owned Subsidiary) or sell, assign, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person (other than any Wholly Owned Subsidiary) or group of affiliated Persons unless at the time and after giving effect thereto:

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        In connection with any consolidation, merger, transfer or lease contemplated hereby, the Company shall deliver, or cause to be delivered, to the Trustee, in the form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer or lease and the supplemental indenture in respect thereto comply with the provisions described in the Indenture and that all conditions precedent in the Indenture provided for or relating to such transaction have been complied with.

        Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, the successor corporation formed by such a consolidation or into which the Company is merged or to which such transfer is made shall succeed to, shall be substituted for and may exercise every right and power of the Company under the notes and each Indenture, with the same effect as if such successor corporation had been named as the Company therein. In the event of any transaction (other than a lease) described and listed in the immediately preceding paragraphs in which the Company is not the continuing corporation, the successor Person formed or remaining shall succeed to, be substituted for and may exercise every right and power of the Company, and the Company shall be discharged from all obligations and covenants under the notes and each Indenture.

Change of Control

        Upon the occurrence of a Change of Control, unless the Company has previously or concurrently delivered a redemption notice (that may only be conditional upon the occurrence of such Change of Control) with respect to all the outstanding notes as described under "—Optional Redemption," the Company will be required to make an offer (a "Change of Control Offer") to purchase all outstanding notes (as described in each Indenture) at a purchase price (the "Change of Control Purchase Price") equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        Within 30 days following the date upon which the Change of Control occurred, the Company must send, electronically or by first class mail to the address of such holder appearing in the security register or otherwise in accordance with the procedures of the Depository, a notice to each holder of notes, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the

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"Change of Control Payment Date"). The Change of Control Offer is required to remain open for at least 20 Business Days and until the close of business on the Change of Control Payment Date.

        The Company will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indentures applicable to a Change of Control Offer made by the Company and purchases all notes validly tendered and not withdrawn under such Change of Control Offer, (ii) a notice of redemption to the holders of the notes has been given pursuant to the Indentures as described under "—Optional Redemption" or (iii) in the event that upon the consummation of such Change of Control, the Company defeases or discharges the notes as provided for under "—Defeasance" or "—Satisfaction and Discharge," as applicable. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

        The Change of Control provision of the notes may in certain circumstances make it more difficult or discourage a takeover of the Company and, as a result, may make removal of incumbent management more difficult. The Change of Control provision, however, is not the result of the Company's knowledge of any specific effort to accumulate the Company's stock or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise, or part of a plan by management to adopt a series of anti-takeover provisions. Instead, the Change of Control provision is a result of negotiations between the Company and the initial purchasers. The Company is not presently in discussions or negotiations with respect to any pending offers which, if accepted, would result in a transaction involving a Change of Control, although it is possible that the Company would decide to do so in the future.

        The Credit Agreement provides and the Company expects that future credit agreements or other agreements to which the Company becomes a party may provide, that certain change of control events with respect to the Company would constitute a default thereunder (including a Change of Control under each Indenture). In such circumstances, the subordination provisions in each Indenture could restrict payments to the holders of the notes. Moreover, the exercise by holders of notes of their right to require the Company to repurchase such notes could cause a default under existing or future debt of the Company, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company. Finally, the Company's ability to pay cash to the holders of the notes in connection with a Change of Control may be limited to the Company's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required purchases. The Company's failure to purchase notes in connection with a Change of Control would result in a default under each Indenture. Such a default would, in turn, constitute a default under existing debt of the Company, and may constitute a default under future debt as well. See "Risk Factors—We must offer to repurchase the notes upon a change of control, which could also result in an event of default under our Senior Secured Credit Facility". The Company's obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the holders of a majority in principal amount of the notes. See "—Modification and Waiver."

        The provisions of each Indenture would not necessarily afford holders of the notes protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving the Company that may adversely affect the holders.

        If an offer is made to repurchase the notes pursuant to a Change of Control Offer, the Company will comply with all tender offer rules under state and federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such offer.

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        If and for so long as the Sterling Notes are listed on the Official List of the Exchange and if and to the extent that the rules of the Exchange so require, the Company will notify the Exchange of any Change of Control Offer.

Additional Information

        Anyone who receives this prospectus may obtain a copy of each Indenture and the Registration Rights Agreements without charge by writing to AMC Entertainment Holdings, Inc., Attention: Mr. Kevin M. Connor, Senior Vice President, General Counsel and Secretary, One AMC Way, 11500 Ash Street, Leawood, Kansas 66211 (telephone: (913) 213-2000). So long as the notes are listed on the Official List of the Exchange and if and to the extent the rules of the Exchange so require, copies of all of the Company's present and future annual audited consolidated financial statements and this offering circular may be obtained, free of charge, during normal business hours at the offices of the Company.

Certain Definitions

        Set forth below are certain defined terms used in each Indenture, as applicable. Reference is made to each Indenture for the definition of any other capitalized term used in this section for which no definition is provided.

        "2016 Registration Rights Agreement" means the registration rights agreement dated November 8, 2016, among the Company, the Guarantors, and the initial purchasers regarding the Original Sterling Notes issued in 2016 and the 5.875% Dollar Notes, and any similar registration rights agreement executed in connection with an offering of any additional notes.

        "2017 Registration Rights Agreement" means the registration rights agreement entered into on the Issue Date, among the Company, the Guarantors, and the initial purchasers regarding the 6.125% Dollar Notes and the Additional Sterling Notes, and any similar registration rights agreement executed in connection with an offering of any additional notes.

        "Acquired Indebtedness" of any particular Person means Indebtedness of any other Person existing at the time such other Person merged or consolidated with or into or became a Subsidiary of such particular Person or assumed by such particular Person in connection with the acquisition of assets from any other Person, and not incurred by such other Person in connection with, or in contemplation of, such other Person merging with or into such particular Person or becoming a Subsidiary of such particular Person or such acquisition.

        "Additional Sterling Notes" means the £250.0 million in aggregate principal amount of 6.375% Senior Subordinated Notes due 2024 issued pursuant to the Sterling Notes Indenture, as amended or supplemented from time to time.

        "Affiliate" means, with respect to any specified Person:

        For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

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        "Adjusted Gilt Rate" means, with respect to any redemption date, (i) the yield to maturity as of such redemption date of UK Government Obligations with a fixed maturity (as compiled by the Office for National Statistics and published in the most recent Financial Statistics that has become publicly available on a day no earlier than two Business Days prior to the date of the delivery of the redemption notice in respect of such redemption date (or, if such Financial Statistics are no longer published, any publicly available source of similar market data selected by the Company in good faith)) most nearly equal to the period from such redemption date to November 15, 2019; or (ii) if the period from such redemption date to November 15, 2019 is not equal to the fixed maturity of UK Government Obligations for which a yield is given, the Gilt Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of UK Government Obligations for which such yields are given, except that if the period from such redemption date to November 15, 2019 is less than one year, the weekly average yield on actually traded UK Government Obligations denominated in sterling adjusted to a fixed maturity of one year shall be used, plus, in the case of each of clauses (i) and (ii), 0.50%.

        "Adjusted Treasury Rate" means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities" for the maturity corresponding to the Comparable Treasury Issue with respect to the Dollar Notes called for redemption (if no maturity is within three months before or after May 15, 2022, with respect to the New 6.125% Dollar Notes, or November 15, 2021, with respect to the New 5.875% Dollar Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third business day immediately preceding the redemption date, plus, in the case of each of clause (i) and (ii), 0.50%.

        "Applicable Premium on the Dollar Notes" means, at any redemption date, the excess of (A) the present value at such redemption date of (1) the redemption price of the Dollar Notes on May 15, 2022, with respect to the 6.125% Dollar Notes, or November 15, 2021, with respect to the 5.875% Dollar Notes (such redemption price being described above in the second paragraph of the section described above under the caption "—Optional Redemption of the Dollar Notes" section) plus (2) all required remaining scheduled interest payments due on the Dollar Notes through May 15, 2022, with respect to the 6.125% Dollar Notes, or November 15, 2021, with respect to the 5.875% Dollar Notes (excluding accrued and unpaid interest), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of the Dollar Notes on such redemption date.

        "Applicable Premium on the Sterling Notes" means, at any redemption date, the excess of (A) the present value at such redemption date of (1) the redemption price of the Sterling Notes on November 15, 2019 (such redemption price being described above in the second paragraph of the section described above under the caption "—Optional Redemption of the Sterling Notes" section) plus (2) all required remaining scheduled interest payments due on the Sterling Notes through November 15, 2019 (excluding accrued and unpaid interest), computed using a discount rate equal to the Adjusted Gilt Rate, over (B) the principal amount of the Sterling Notes on such redemption date.

        "Board of Directors" means the Board of Directors of the Company or any committee of such Board of Directors duly authorized to act under the Indenture.

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        "Board Resolution" means a copy of a resolution, certified by the Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

        "Business Day" means any day other than a Saturday or Sunday or other day on which banks in New York, New York, Leawood, Kansas, London, England (with respect to the Sterling Notes) or the city in which the Trustee's office is located are authorized or required to be closed, or, if no note is outstanding, the city in which the principal corporate trust office of the Trustee is located.

        "Capital Lease Obligations" of any Person means any obligations of such Person and its Subsidiaries on a consolidated basis under any capital lease or financing lease of real or personal property which, in accordance with GAAP, has been recorded as a capitalized lease obligation (together with Indebtedness in the form of operating leases entered into by the Company or its Subsidiaries after May 21, 1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10 or any subsequent pronouncement having similar effect).

        "Capital Stock" of any Person means any and all shares, interests, participations or other equivalents (however designated) of such Person's capital stock, including preferred stock, any rights (other than debt securities convertible into capital stock), warrants or options to acquire such capital stock, whether now outstanding or issued after the date of the Indenture.

        "Carmike Notes" means the $230,000,000 of 6.00% Senior Secured Notes due 2023 issued by Carmike Cinemas, Inc.

        "Cash Equivalents" means:

        "Change of Control" means the occurrence of, after the date of the Indenture, any of the following events:

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        "Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term from the redemption date to May 15, 2022, with respect to the 6.125% Dollar Notes, or November 15, 2021, with respect to the 5.875% Dollar Notes, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a maturity most nearly equal to May 15, 2022, with respect to the 6.125% Dollar Notes, or November 15, 2021, with respect to the 5.875% Dollar Notes.

        "Comparable Treasury Price" means, with respect to any redemption date, if clause (ii) of the Adjusted Treasury Rate is applicable, the average of three, or such lesser number as is obtained by the Company, Reference Treasury Dealer Quotations for the redemption date.

        "Consolidated EBITDA" means, with respect to any Person for any period, the Consolidated Net Income (Loss) of such Person for such period increased (to the extent deducted in determining Consolidated Net Income (Loss)) by the sum of:

provided, however, that corporate overhead expenses payable by a parent entity described in clause 5(d) of the second paragraph of the covenant described under "Certain Covenants—Limitation on Restricted Payments", the funds of which are provided by the Company and/or its Subsidiaries shall be deducted in calculating the Consolidated EBITDA of the Company.

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        For purposes of this definition, all transactions involving the acquisition of any Person or motion picture theatre by another Person shall be accounted for on a "pooling of interests" basis and not as a purchase; provided, further, that, solely with respect to calculations of the Consolidated EBITDA Ratio:

        "Consolidated EBITDA Ratio" of any Person means, for any period, the ratio of Consolidated EBITDA to Consolidated Interest Expense for such period (other than any non-cash Consolidated Interest Expense attributable to any amortization or write-off of deferred financing costs); provided that, in making such computation:

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        "Consolidated Interest Expense" of any Person means, without duplication, for any period, as applied to any Person:

        "Consolidated Net Income (Loss)" of any Person means, for any period, the consolidated net income (loss) of such Person and its consolidated Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (loss), by excluding all extraordinary gains or losses (net of reasonable fees and expenses relating to the transaction giving rise thereto) of such Person and its Subsidiaries.

        "Consolidated Net Tangible Assets" of any Person as of any date means the total assets of such Person and its Subsidiaries as of the Company's most recent fiscal quarter end for which a consolidated balance sheet of such Person and its Subsidiaries is available, minus all current liabilities of such Person and its Subsidiaries reflected on such balance sheet and minus total goodwill and other intangible assets of such Person and its Subsidiaries reflected on such balance sheet, all calculated on a consolidated basis in accordance with GAAP.

        "Construction Indebtedness" means Indebtedness incurred by the Company or its Subsidiaries in connection with the construction of motion picture theatres or screens.

        "Credit Agreement" means that certain Credit Agreement, dated April 30, 2013 and as amended on December 11, 2015 and on November 8, 2016, among the Company, as Borrower, the lenders and issuers party thereto, Citicorp North America, Inc., as administrative agent, Bank of America, N.A., as syndication agent, Barclays Bank PLC, Credit Suisse Securities (USA) LLC and HSBC Bank USA, N.A. as co-documentation agents, and any related notes, collateral documents, letters of credit, guarantees and other documents, and any appendices, exhibits or schedules to any of the foregoing, as any or all of such agreements may be amended, restated, modified or supplemented from time to time, together with any extensions, revisions, increases, refinancings, renewals, refundings, restructurings or replacements thereof.

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        "Credit Facilities" means one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities to borrow from lenders against such receivables) or letters of credit, including, without limitation, the Credit Agreement, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers' acceptances), or (iii) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

        "Currency Hedging Obligations" means the obligations of any Person pursuant to an arrangement designed to protect such Person against fluctuations in currency exchange rates.

        "Debt Rating" means the rating assigned to the notes by Moody's or S&P, as the case may be.

        "Default" means any event which is, or after notice or the passage of time or both, would be, an Event of Default.

        "Designated Senior Indebtedness" means:

        "Digital Projector Financing" means any financing arrangement in respect of digital projector equipment for use in the ordinary course of business in theatres owned, leased or operated by the Company and its Subsidiaries.

        "Equity Offering" means a public or private sale for cash by the Company or of a direct or indirect parent of the Company (the proceeds of which have been contributed to the Company) of common stock or preferred stock (other than Redeemable Capital Stock), or options, warrants or rights with respect to such Person's common stock or preferred stock (other than Redeemable Capital Stock), other than public offerings with respect to such Person's common stock, preferred stock (other than Redeemable Capital Stock), or options, warrants or rights, registered on Form S-4 or S-8.

        "Exchange" means the Channel Islands Securities Exchange Authority Limited.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Existing Notes" means the Sterling Notes (solely in the 2017 Notes Indenture), the Company's 5.875% Senior Subordinated Notes due 2026 (solely in the 2017 Notes Indenture), the 5.75% Senior Subordinated Notes due 2025 and the 5.875% Senior Subordinated Notes due 2022.

        "Fair Market Value" means, with respect to any asset or property, the sale value that would be obtained in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy.

        "Foreign Restricted Subsidiary" means a Restricted Subsidiary that is not organized or existing under the laws of the United States of America or any state or territory thereof or the District of Columbia or is a Restricted Subsidiary of a Foreign Restricted Subsidiary.

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        "Generally Accepted Accounting Principles" or "GAAP" means generally accepted accounting principles in the United States as in effect on the Issue Date, consistently applied.

        "Government Securities" means direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.

        "Guarantee" means, with respect to any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person:

provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

        "Guaranteed Indebtedness" of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness and all dividends of other Persons for the payment of which, in either case, such Person is directly or indirectly responsible or liable as obligor, guarantor or otherwise.

        "Guarantor" means each Subsidiary of the Company that provides a Subsidiary Guarantee on the date of the Indenture and any other Subsidiary of the Company that provides a Subsidiary Guarantee in accordance with the Indenture; provided that upon the release or discharge of such Subsidiary from its Subsidiary Guarantee in accordance with the Indenture, such Subsidiary shall cease to be a Guarantor.

        "Incur" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or obligation on the balance sheet of such Person (and "Incurrence" and "Incurred" shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation (including, without limitation, preferred stock, temporary equity, mezzanine equity or similar classification) of such Person that exists at such time, and is not theretofore classified as Indebtedness, becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness; provided further, however, that any Indebtedness or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary; and provided further, however, that solely for purposes of determining compliance with "Certain Covenants—Limitation on Consolidated Indebtedness," amortization of debt discount shall not be deemed to be the Incurrence of Indebtedness, provided that in the case of Indebtedness sold at a discount, the amount of such Indebtedness Incurred shall at all times be the aggregate principal amount at stated maturity.

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        "Indebtedness" means, with respect to any Person, without duplication:

        "Interest Rate Protection Agreement" means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement designed to protect the Company or any of its Subsidiaries against fluctuations in interest rates.

        "Issue Date" means March 13, 2017, in the case of the 6.125% Dollar Notes, and November 8, 2016 in the case of the Sterling Notes and the 5.875% Dollar Notes.

        "Lien" means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such property or asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

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        "Listing Sponsor" means the sponsor for the Company in respect of the listing of the notes on the Exchange as the Company may appoint, which will initially be Ogier Corporate Finance Limited.

        "Maturity" means, with respect to any note, the date on which the principal of such note becomes due and payable as provided in such note or the applicable Indenture, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

        "Moody's" means Moody's Investor Service, Inc. or any successor to the rating agency business thereof.

        "Net Cash Proceeds," with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

        "Non-Recourse Indebtedness" means Indebtedness as to which:

        "Obligations" means any principal (including reimbursement obligations and guarantees), premium, if any, interest (including interest accruing on or after the filing of, or which would have accrued but for the filing of, any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceedings), penalties, fees, expenses, indemnifications, reimbursements, claims for rescission, damages, gross-up payments and other liabilities payable under the documentation governing any Indebtedness or otherwise.

        "Officer" means the Chairman of the Board, any Co-Chairman of the Board, the President, the Chief Executive Officer, any Executive Vice President, any Senior Vice President and the Chief Financial Officer of the Company or any Guarantor, as applicable.

        "Officers' Certificate" means a certificate signed by two Officers.

        "Opinion of Counsel" means a written opinion of counsel to the Company or any other Person reasonably satisfactory to the Trustee.

        "Permitted Business" means the lines of business conducted by the Company and its Subsidiaries on the Issue Date and any business incidental or reasonably related thereto or which is a reasonable extension thereof as determined in good faith by the Board of Directors of the Company.

        "Permitted Holder" means (i) any member of the Wanda Group; and (ii) any "group" as such term is used in Section 13(d) and 14(d) of the Exchange Act of which members of the Wanda Group are members, but only if and for so long as members of the Wanda Group beneficially own (without giving effect to any beneficial ownership of shares of other members of such group) more than 50% of the total voting power of the Voting Stock of the Company.

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        "Permitted Indebtedness" means the following:

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        "Permitted Interest Rate Protection Agreements" means, with respect to any Person, Interest Rate Protection Agreements entered into in the ordinary course of business by such Person that are designed to protect such Person against fluctuations in interest rates with respect to Permitted Indebtedness and that have a notional amount no greater than the payment due with respect to Permitted Indebtedness hedged thereby.

        "Permitted Junior Securities" means equity securities or subordinated securities of the Company or any successor obligor provided for by a plan of reorganization or readjustment that, in the case of any such subordinated securities, are subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding to at least the same extent as the notes are so subordinated as provided in the Indenture.

        "Permitted Liens" means:

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        In each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Permitted Lien on a specified asset or group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

        "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, estate, unincorporated organization or government or any agency or political subdivision thereof.

        "Preferred Stock," as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

        "Quotation Agent" means the Reference Treasury Dealer selected by the Company.

        "Redeemable Capital Stock" means any Capital Stock that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time would be required to be redeemed prior to the final Stated Maturity of the notes or is mandatorily redeemable at the option of the holder thereof at any time prior to such final Stated Maturity (except for any such Capital Stock that would be required to be redeemed or is redeemable at the option of the holder if the issuer thereof may redeem such Capital Stock for consideration consisting solely of Capital Stock that is not Redeemable Capital Stock), or is convertible into or exchangeable for debt securities at any time prior to such final Stated Maturity at the option of the holder thereof.

        "Reference Treasury Dealer" means any three nationally recognized investment banking firms selected by the Company that are primary dealers of Government Securities.

        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue with respect to the Dollar Notes, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day immediately preceding the redemption date.

        "Restricted Payments" has the meaning set forth in the "Limitation on Restricted Payments" covenant.

        "Restricted Payments Computation Period" means the period (taken as one accounting period) from January 1, 2014 to the last day of the Company's fiscal quarter preceding the date of the applicable proposed Restricted Payment.

        "SEC" means the United States Securities and Exchange Commission.

        "S&P" means Standard & Poor's Ratings Service or any successor to the rating agency business thereof.

        "Senior Indebtedness" means, whether outstanding on the Issue Date or thereafter issued, created, Incurred or assumed, all amounts payable by the Company and its Subsidiaries under or in respect of Indebtedness of the Company and its Subsidiaries, including the notes and premiums and accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for

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reorganization relating to the Company or any of its Subsidiaries at the rate specified in the documentation with respect thereto whether or not a claim for post filing interest is allowed in such proceeding) and fees relating thereto; provided, however, that Senior Indebtedness will not include:

        "Senior Subordinated Indebtedness" means (i) with respect to the Company, the Offered Notes, the Existing Notes and any other Indebtedness of the Company that specifically provides that such Indebtedness is to have the same ranking as the notes in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness and (ii) with respect to any Guarantor, the Subsidiary Guarantees, the Guarantees of the Existing Notes and any other Indebtedness of such Guarantor that specifically provides that such Indebtedness is to have the same ranking as the Subsidiary Guarantees in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Guarantor which is not Senior Indebtedness.

        "Significant Subsidiary" means any Subsidiary that would be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

        "Special Interest" means the additional interest, if any, to be paid on the notes as described under "Exchange Offer; Registration Rights".

        "Stated Maturity", when used with respect to any note or any installment of interest thereof, means the date specified in such note as the fixed date on which the principal of such note or such installment of interest is due and payable.

        "Subordinated Obligation" means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the notes pursuant to a written agreement.

        "Subsidiary" of any person means:

        Notwithstanding the foregoing, for purposes hereof, an Unrestricted Subsidiary shall not be deemed a Subsidiary of the Company other than for purposes of the definition of "Unrestricted

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Subsidiary" unless the Company shall have designated in writing to the Trustee an Unrestricted Subsidiary as a Subsidiary. A designation of an Unrestricted Subsidiary as a Subsidiary may not thereafter be rescinded.

        "Subsidiary Guarantee" means, individually, any Guarantee of payment of the notes and exchange notes issued in a registered exchange offer for the notes pursuant to the 2017 Registration Rights Agreement and the 2016 Registration Rights Agreement, as applicable, by a Guarantor and any supplemental indenture applicable thereto, and, collectively, all such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed in each Indenture.

        "Surviving Entity" has the meaning set forth under "Merger and Sale of Substantially All Assets".

        "Tax Payment Agreement" means the Tax Payment Agreement, dated as of October 15, 2013, among Wanda America Investment Holding Co. Ltd, the Company and American Multi-Cinema Inc.

        "Theatre Completion" means any motion picture theatre or screen which was first opened for business by the Company or a Subsidiary during any applicable period.

        "UK" means The United Kingdom.

        "UK Government Obligations" means sovereign obligations of the UK for the timely payment of which its full faith and credit is pledged, in each case which are payable in pounds sterling and not callable or redeemable at the option of the Company thereof.

        "Unrestricted Subsidiary" means a Subsidiary of the Company designated in writing to the Trustee:

        "Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

        "Wanda" means Dalian Wanda Group Co., Ltd., a Chinese private conglomerate.

        "Wanda Group" means Wanda and any Affiliate of Wanda.

        "Weighted Average Life" means, as of any date, with respect to any debt security, the quotient obtained by dividing (1) the sum of the products of the number of years from such date to the dates of each successive scheduled principal payment (including any sinking fund payment requirements) of such debt security multiplied by the amount of such principal payment, by (2) the sum of all such principal payments.

        "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person, all of the Capital Stock (other than directors' qualifying shares) or other ownership interests of which shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.

Events of Default

        The following will be "Events of Default" under the Indenture:

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        If an Event of Default (other than an Event of Default specified in clause (8) above) shall occur and be continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding of any series, may declare the principal, premium, if any, and accrued and unpaid interest, if any, of all notes of such series due and payable; provided, however, that so long as the Credit Agreement shall be in full force and effect, if an Event of Default shall occur and be

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continuing (other than an Event of Default specified in clause (8)), any such acceleration shall not become effective until the earlier of:

        If an Event of Default specified in clause (8) above occurs and is continuing, then the principal, premium, if any, and accrued and unpaid interest, if any, of all the notes of such series shall become due and payable without any declaration or other act on the part of the Trustee or any holder of notes. After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of a majority in aggregate principal amount of the outstanding notes of any series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

        Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the notes of such series because an Event of Default specified in paragraph (5) above shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default (1) is Indebtedness in the form of an operating lease entered into by the Company or its Subsidiaries after May 21, 1998 and required to be reflected on a consolidated balance sheet pursuant to EITF 97-10 or any subsequent pronouncement having similar effect, (2) has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and (3) written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 30 days after such declaration of acceleration in respect of the notes, and no other Event of Default has occurred during such 30 day period which has not been cured or waived during such period.

        Each Indenture contains a provision entitling the Trustee, subject to the duty of the Trustee during the existence of an Event of Default to act with the required standard of care, to be indemnified, to the extent satisfactory to the Trustee against loss, liability or expense, by the holders of notes before proceeding to exercise any right or power under the Indenture at the request of such holders. Each Indenture provides that, subject to certain limitations therein, the holders of a majority in aggregate principal amount of the notes then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee.

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        During the existence of an Event of Default, the Trustee is required to exercise such rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs.

        The Trust Indenture Act of 1939 contains limitations on the rights of the Trustee, should it be a creditor of the Company, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions; provided that if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign.

        The Company will be required to furnish to the Trustee annually a statement as to any default by the Company in the performance and observance of its obligations under the Indenture.

Defeasance and Covenant Defeasance of each Indenture

        The Company may, at its option, and at any time, elect to have the obligations of the Company discharged with respect to all outstanding notes of any series and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantee ("defeasance"). Such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding notes of such series and to have satisfied its other obligations under the Indenture with respect to such notes, except for the following which shall survive until otherwise terminated or discharged:

        In addition the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain restrictive covenants under the Indenture ("covenant defeasance") with respect to the notes of a series and any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the notes of such series. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "Events of Default" will no longer constitute Events of Default with respect to the notes.

        In order to exercise either defeasance or covenant defeasance:

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Satisfaction and Discharge

        Each Indenture will be discharged and will cease to be of further effect as to all notes of a series issued thereunder, when:

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        In addition, the Company, at the Company's cost and expense, must deliver an Officers' Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to the satisfaction and discharge have been satisfied.

Modification and Waiver

        Modifications and amendments of the Indenture may be entered into by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding notes under such Indenture voting together as a single class; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding note under such Indenture affected thereby:

        The holders of a majority in aggregate principal amount of the outstanding notes under such Indenture voting together as a single class may waive compliance with certain restrictive covenants and provisions of the Indenture.

        Without the consent of any holder of the notes, the Company and the Trustee may amend each Indenture to: cure any ambiguity, omission, defect or inconsistency; provide for the assumption by a successor corporation of the obligations of the Company under the Indenture; provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated

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notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; add Guarantees with respect to the notes; secure the notes; add to the covenants of the Company for the benefit of the holders of the notes or to surrender any right or power conferred upon the Company; make any change that does not adversely affect the rights of any holder of the notes; make any change to the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness under such provisions; or comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act.

Book-Entry System

        The Sterling Notes will be deposited with, and registered in the name of, the nominee of a common depository for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking societe anonyme ("Clearstream") and the Dollar Notes will be deposited with the Trustee as custodian for the Depositary. The Depository or its nominee will initially be the sole registered holder of the notes for all purposes under each Indenture. Except as set forth below, a Global Security may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository.

        Upon the issuance of a Global Security, the Depository or its nominee will credit, on its internal system, the accounts of persons holding through it with the respective principal amounts of the individual beneficial interest represented by such Global Security purchased by such persons in this offering. Such accounts shall initially be designated by the initial purchasers with respect to notes placed by the initial purchasers for the Company. Ownership of beneficial interests in a Global Security will be limited to persons that have accounts with the Depository ("participants") or persons that may hold interests through participants. Any person acquiring an interest in a Global Security through an offshore transaction in reliance on Regulation S of the Securities Act may hold such interest through Euroclear or Clearstream. Ownership of beneficial interests by participants in a Global Security will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depository or its nominee for such Global Security. Ownership of beneficial interests in such Global Security by persons that hold through participants will be shown on, and the transfer of that ownership interest within such participant will be effected only through, records maintained by such participant. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Security.

        Payment of principal, premium, if any, and interest on notes represented by any such Global Security will be made to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the notes represented thereby for all purposes under the Indenture. None of the Company, the Trustee, any agent of the Company or the initial purchasers will have any responsibility or liability for any aspect of the Depository's reports relating to or payments made on account of beneficial ownership interests in a Global Security representing any notes or for maintaining, supervising or reviewing any of the Depository's records relating to such beneficial ownership interests.

        The Company expects that upon receipt of any payment of principal of, premium, if any, or interest on any Global Security, the Depository will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or face amount of such Global Security, as shown on the records of the Depository. The Company expects that payments by participants to owners of beneficial interests in a Global Security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for customer accounts registered in "street name" and will be the sole responsibility of such participants.

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        So long as the Depository or its nominee is the registered owner or holder of such Global Security, the Depository or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Security for the purposes of receiving payment on the notes, receiving notices and for all other purposes under each Indenture and the notes. Beneficial interests in the notes will be evidenced only by, and transfers thereof will be effected only through, records maintained by the Depository and its participants. Except as provided below, owners of beneficial interests in a Global Security will not be entitled to receive physical delivery of certificated notes in definitive form and will not be considered the holders of such Global Security for any purposes under each Indenture. Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of the Depository and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under each Indenture. The Company understands that under existing industry practices, in the event that the Company requests any action of holders or that an owner of a beneficial interest in a Global Security desires to give or take any action that a holder is entitled to give or take under each Indenture, the Depository would authorize the participants holding the relevant beneficial interest to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

        The Company understands that the Depository will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account with the Depository interests in the Global Security are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction.

        Although the Depository has agreed to the foregoing procedures in order to facilitate transfers of interests in Global Securities among participants of the Depository, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the Trustee, any agent of the Company or the initial purchasers will have any responsibility for the performance by the Depository or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

        The Depository has advised the Company that the Depository is a limited-purpose trust company organized under the Banking Law of the State of New York, a "banking organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the Exchange Act. The Depository was created to hold the securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depository's participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the Depository. Access to the Depository's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Certificated Notes

        Notes represented by a Global Security are exchangeable for certificated notes only if (i) the Depository notifies the Company that it is unwilling or unable to continue as a depository for such Global Security or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act, and a successor depository is not appointed by the Company within 90 days, (ii) the Company executes and delivers to the Trustee a notice that such Global Security shall be so

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transferable, registrable and exchangeable, and such transfer shall be registrable or (iii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the notes represented by such Global Security. Any Global Security that is exchangeable for certificated notes pursuant to the preceding sentence will be transferred to, and registered and exchanged for, certificated notes in authorized denominations and registered in such names as the Depository or its nominee holding such Global Security may direct. Subject to the foregoing, a Global Security is not exchangeable, except for a Global Security of like denomination to be registered in the name of the Depository or its nominee. In the event that a Global Security becomes exchangeable for certificated notes, (i) certificated notes will be issued only in fully registered form in denominations of (i) $2,000 and integral multiples of $1,000, in case of New Dollar Notes, and (ii) £100,000 and in integral multiples of £1,000, in case of New Sterling Notes (ii) payment of principal, premium, if any, and interest on the certificated notes will be payable, and the transfer of the certificated notes will be registrable; at the office or agency of the Company maintained for such purposes and (iii) no service charge will be made for any issuance of the certificated notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith. In addition, such certificates will bear the legend referred to under "Notice to Investors" (unless the Company determines otherwise in accordance with applicable law) subject, with respect to such notes, to the provisions of such legend.

Redemption of Global Notes

        In the event any Global Security (or any portion thereof) is redeemed, Euroclear, Clearstream or the Depository (or their respective nominees), as applicable, will redeem an equal amount of the book-entry interests in that Global Security from the amount received by it in respect of the redemption of the Global Security. The redemption price payable in connection with the redemption of the book-entry interests will be equal to the amount received by Euroclear, Clearstream or Depository, as applicable, in connection with the redemption of the Global Security (or any portion thereof). We understand that, under existing practices of Euroclear, Clearstream and the Depository if fewer than all of the notes are to be redeemed at any time, Euroclear, Clearstream and the Depository will credit their respective participants' accounts on a proportionate basis (with adjustments to prevent fractions) or by lot or on any other basis that they deem fair and appropriate (including the pool factor); provided, however, that no book-entry interest of less than £100,000 (in the case of the New Sterling Notes) or $2,000 (in the case of the New Dollar Notes) principal amount may be redeemed in part.

Concerning the Trustee

        U.S. Bank National Association will be the Trustee under each Indenture.

Governing Law

        Each Indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following is a summary of the material U.S. federal income tax consequences of the exchange offer to holders of the Original Notes, but does not purport to be a complete analysis of all the potential tax considerations. The summary is based upon the Internal Revenue Code of 1986, as amended, the Treasury regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis. This summary does not consider the effect of any foreign, state, local, gift, estate or other tax laws that may be applicable to a particular holder.

        An exchange of Original Notes for Exchange Notes pursuant to the exchange offer will not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. Accordingly, there will be no U.S. federal income tax consequences to holders that exchange their Original Notes for Exchange Notes in connection with the exchange offer, and any such holder will have the same adjusted tax basis and holding period in the Exchange Notes as it had in the Original Notes immediately before the exchange.

        The foregoing discussion of U.S. federal income tax considerations does not consider the facts and circumstances of any particular holder's situation or status. Accordingly, each holder of Original Notes considering this exchange offer should consult its own tax advisor regarding the tax consequences of the exchange offer to it, including those under state, foreign and other tax laws.

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PLAN OF DISTRIBUTION

        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. 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 only where such Original Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period starting from the date on which the exchange offer is consummated to the close of business one year after, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver 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.

        For a period starting from the date on which the exchange offer is consummated to the close of business one year after, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any broker-dealers and will indemnify the holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

        The validity and enforceability of the Exchange Notes and the related guarantees offered hereby will be passed upon for us by Weil, Gotshal & Manges LLP, New York, New York. Quarles & Brady LLP passed on matters of Arizona law. DLA Piper LLP passed on matters of Maryland Law. Kevin M. Connor passed on matters of Missouri and Kansas law.


EXPERTS

        The consolidated financial statements of AMC Entertainment Holdings, Inc. as of December 31, 2016 and 2015, and for each of the years in the three-year period ended December 31, 2016 and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2016, incorporated by reference herein, have been audited by KPMG LLP, independent registered public accounting firm, as stated in their reports incorporated by reference herein from the 2016 Form 10-K and upon the authority of said firm as experts in accounting and auditing. The audit report on the effectiveness of internal control over financial reporting as of December 31, 2016, contains an explanatory paragraph that states AMC Entertainment Holdings, Inc. acquired Odeon and UCI Cinemas Holdings Limited in November 2016 and Carmike Cinemas, Inc. in December 2016, and management excluded Odeon and UCI Cinemas Holdings Limited and Carmike Cinemas, Inc. from its assessmentof the effectiveness of AMC Entertainment Holdings, Inc.'s internal control over financial reporting as of December 31, 2016. Odeon and UCI Cinemas Holdings Limited's internal control over financial reporting is associated with total assets of $1.9 billion and total revenus of $112.8 million included in the consolidated financial statements of AMC Entertainment Holdings, Inc. as of and for the year ended December 31, 2016. Carmike Cinemas, Inc.'s internal control over financial reporting is associated with total assets of $1.5 billion and total revenues of $46.5 million included in the consolidated financial statements of AMC Entertainment Holdings, Inc. as of and for the year ended December 31, 2016. The audit report on the effectiveness of internal control over financial reporting contains an explanatory paragraph regarding the exclusion of an evaluation of the internal control over financial reporting of Odeon and UCI Cinemas Holdings Limited and Carmike Cinemas, Inc.

        The consolidated financial statements of Odeon and UCI Cinemas Holdings Limited as of December 31, 2015 and for the year then ended have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report is qualified due to the omission of comparative financial information, which omission is more fully disclosed in Note 1 to the December 31, 2015 consolidated financial statements. Furthermore, the audit report contains an explanatory paragraph relating to qualitative differences between U.K. Generally Accepted Accounting Practice and U.S. Generally Accepted Accounting Principles as presented in Note 30 to the consolidated financial statements.

        The consolidated financial statements of Digital Cinema Implementation Partners, LLC as of December 31, 2016 and December 31, 2015 and for each of the years in the three-year period ended December 31, 2016, incorporated by reference in this prospectus from the 2016 Form 10-K, have been audited by CohnReznick LLP, independent auditors, as stated in their report which is also incorporated herein by reference and have been so incorporated in reliance upon the report of CohnReznick LLP, independent auditors, given upon the authority of said firm as experts in accounting and auditing.

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LOGO

AMC Entertainment Holdings, Inc.

Offer to Exchange

£500,000,000 aggregate principal amount of its 6.375% Senior
Subordinated Notes due 2024, the issuance of which has
been registered under the Securities Act of 1933,
as amended, for all of its outstanding 6.375%
Senior Subordinated Notes due 2024

$595,000,000 aggregate principal amount of its 5.875% Senior
Subordinated Notes due 2026, the issuance of which has
been registered under the Securities Act of 1933,
as amended, for all of its outstanding 5.875%
Senior Subordinated Notes due 2026

$475,000,000 aggregate principal amount of its 6.125% Senior
Subordinated Notes due 2027, the issuance of which has
been registered under the Securities Act of 1933,
as amended, for all of its outstanding 6.125%
Senior Subordinated Notes due 2027

PROSPECTUS



   


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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Arizona Registrant: AMC Card Processing Services, Inc. is incorporated under the laws of Arizona.

        Section 10-851 of the Arizona Revised Statutes authorizes a corporation to indemnify a director made a party to a proceeding in such capacity, provided that the individual's conduct was in good faith and, when serving in an official capacity with the corporation, the individual reasonably believed that the conduct was in best interests of the corporation, or in all other cases, that the conduct was at least not opposed to its best interests. In the case of any criminal proceedings, indemnification is allowed if the individual had no reasonable cause to believe the conduct was unlawful. A corporation may also indemnify a director for conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to section 10-202, subsection B, paragraph 2. Section 10-851 also provides that a corporation may not indemnify a director in connection with a proceeding by or in the right of the corporation to procure a judgment in its favor in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper financial benefit to the director in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. Indemnification permitted under Section 10-851 in connection with a proceeding by or in the right of the corporation to procure a judgment in its favor is limited to reasonable expenses incurred in connection with the proceeding.

        Unless otherwise limited by its articles of incorporation, Section 10-852 of the Arizona Revised Statutes requires a corporation to indemnify (i) a director who was the prevailing party, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding, and (ii) an outside director, provided the proceeding is not one by or in the right of the corporation to procure a judgment in its favor in which the director was adjudged liable to the corporation, or one charging improper financial benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. Section 10-856 of the Arizona Revised Statutes provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because the individual is or was an officer of the corporation to the same extent as a director.

        The articles of incorporation of AMC Card Processing Services, Inc. provide that its directors shall not be personally liable to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except for liability for any of the following: (i) for the amount of a financial benefit received by a director to which the director is not entitled; (ii) an intentional infliction of harm on the corporation or the shareholders; (iii) an intentional violation of Section 10-833 of the Arizona Revised Statutes and any amendment thereto; or (iv) an intentional violation of criminal law. The articles of incorporation further provide for indemnification of the directors and officers of the corporation and of any subsidiary of the corporation for liability, as defined in Section 10-851(D) of the Arizona Revised Statutes, to the fullest extent permitted by law. Any officer who is not also a director, or who is party to a proceeding on the basis of an act or omission solely as an officer, shall further be indemnified against liability for any of the exceptions described in clauses (i) through (iv) above, except that an officer who is not also a director shall not be indemnified for (a) liability in connection with a proceeding by or in the right of the corporation to procure a judgment in its favor other than for reasonable expenses incurred in connection with the proceeding or (b) liability arising out of conduct that constitutes: (x) receipt by the officer of a financial benefit to which the officer is not entitled; (y) an intentional infliction of harm on the corporation or its shareholders; or (iii) an intentional violation of criminal law. The articles of incorporation also

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provide that the private property of the officers, directors and shareholders of the corporation shall be exempt from all corporate debts of any kind whatsoever. Reasonable expenses incurred by a director or officer of the corporation or any of its subsidiaries who is party to a proceeding, as defined in Section 10-850 of the Arizona Revised Statutes, shall be paid by the corporation in advance of the final disposition of such proceeding to the fullest extent permitted by Section 10-853 of the Arizona Revised Statutes or other applicable law, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount to the extent of the amount to which such person shall ultimately be determined not to be entitled.

        The by-laws of AMC Card Processing Services, Inc. provide for indemnification of any person made party to or threatened to be made party to any proceeding, other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee, agent of the corporation or voting trustee under any voting trust agreement (which has been entered into between the owners and the holders of shares of the corporation), or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity, against expenses, including attorney's fees, judgments, fines and amount paid in settlement, actually and reasonably incurred by such person in connection with such action, provided such person acted in good faith, in a manner reasonably believed by such person to be in or not opposed to the best interests of the corporation, and, in the case of a criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

        The by-laws of the corporation further provide that the corporation may indemnify any person who was or is a party or is threatened to be made a party to any action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or was serving at the request of the corporation as a director, officer, employee or agent of another entity, against expenses, including attorney's fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action, provided such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the corporation unless and only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        Pursuant to the by-laws of the corporation, expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation.

        Pursuant to the by-laws of the corporation, any indemnification made under the by-laws shall be made, unless ordered by the court, only as authorized by an appropriate determination that indemnification is proper because the person has met the applicable standard of conduct for such indemnification made (i) by the Board of Directors by a majority vote of a quorum, consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

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California Registrant: Loews Citywalk Theatre Corporation is incorporated under the laws of California.

        Section 317 of the California Corporations Code authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding, if that person acted in good faith and in a manner reasonably believed by such person to be in the best interests of the corporation, and in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders. Section 317 of the California Corporations Code also provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders. Indemnification for expenses, including amounts paid on settling or otherwise disposing of a threatened or pending action or defending against the same, can be made in certain circumstances by action of the company through a majority vote of a quorum of the corporation's Board of Directors consisting of directors who are not party to the proceedings; approval of shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or such court in which the proceeding is or was pending upon application by designated parties.

        The articles of incorporation of Loews Citywalk Theatre Corporation provides for indemnification of any current or former director or officer of the corporation or any person who may have acted at its request as a director of officer of any other corporation in which it is a creditor, against expenses actually and necessarily incurred by such person in connection with the defense of any action, suit or proceeding in which he is made an officer, except in relation to matters as to which such person is adjudged to be liable for negligence or misconduct in performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any by-law, agreement, vote of shareholders or otherwise.

        The by-laws of Loews Citywalk Theatre Corporation provide for indemnification of any person made party to or threatened to be made party to any proceeding by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action provided such person acted in good faith, in a manner reasonably believed to be in the best interests of the corporation, and, in the case of a criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any action or suit by or in the right of the company by reason of the fact that such person is or was a director or officer of the corporation, or was serving at the request of the corporation as the director or officer of another entity, against expenses, including attorney's fees, actually and reasonably incurred by such person in

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connection with the defense or settlement of such action, provided such person acted in good faith and in a manner reasonably believed by such person to be in or not opposed to the best interests of the corporation. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Any indemnification made under the by-laws shall be made, unless ordered by a court, only as authorized by an appropriate determination that indemnification is proper because the person has met the applicable standard of conduct for such indemnification made (i) by the Board of Directors by a majority vote of a quorum, consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

Delaware Registrants:

        Section 145 of the Delaware General Corporation Law (the "DGCL") permits each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor, by reason of being or having been in any such capacity, if such person acted in good faith in a manner reasonably believed by such person to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 of the DGCL further provides that a corporation may indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys' fees, actually and reasonably incurred by such person in connection with the defense or settlement of any threatened, pending or completed action, suit or proceeding by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor, by reason of being or having been in any such capacity, if such person acted in good faith in a manner reasonably believed by such person to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 of the DGCL also allows a corporation to provide contractual indemnification to its directors, and we have entered into indemnification agreements with each of our directors whereby we are contractually obligated to indemnify the director and advance expenses to the full extent permitted by the DGCL.

        Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for breach of a fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

        Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited

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liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

(a)   AMC Entertainment Holdings, Inc. is incorporated under the laws of Delaware.

        The amended and restated certificate of incorporation of AMC Entertainment Holdings, Inc. provides for indemnification of any person made party to or threatened to be made party to any proceeding by reason of the fact that such person is or was a director or officer of the company, or a person of whom such person is the legal representative, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, to the fullest extent permitted by the DGCL, against any expenses, liability and loss (including attorneys' fees, judgments, fines Employee Retirement Income Security Act of 1974 excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. The amended and restated certificate of incorporation of AMC Entertainment Holdings Inc. also provides that the personal liability of its directors for monetary damages for breach of fiduciary duty as a director of the corporation is eliminated to the fullest extent permitted by the DGCL. Expenses incurred in defending any such proceeding in advance of its final disposition may be paid by the corporation in advance of its final disposition, provided that if the DGCL so requires, the payment of such expenses shall only be made upon delivery to the corporation of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified by the corporation. Neither the failure of the corporation to have made a determination prior to the commencement of such action that indemnification of the claimant is proper because such person has met the applicable standard of conduct set forth in the DGCL nor an actual determination that such person has failed to meet such standard of conduct shall be a defense to an action brought by a claimant whom the corporation has failed to pay in full within 30 days of having received a written claim.

(b)   AMC Starplex, LLC is a limited liability company under the laws of Delaware

        The Limited Liability Company Agreement of AMC Starplex, LLC provides that the Company, its receiver or its trustee (in the case of its receiver or trustee, to the extent of its assets) must indemnify, save harmless and pay all judgments and claims against each member relating to any liability or damage incurred by reason of (i) ownership of an interest in the Company and (ii) any act performed or omitted to be performed by each member in connection with the business of the Company, in any case including attorneys' fees incurred by each member in connection with the defense of any action based on the foregoing.

District of Columbia Registrant: Club Cinema of Mazza, Inc. is incorporated under the laws of the District of Columbia.

        Section 29-306.51 of the District of Columbia Business Organizations Code (the "Business Organizations Code") provides that a corporation may indemnify a director if the director:

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        Furthermore, Section 29-306.56 of the Business Organizations Code permits a corporation to indemnify an officer:

        Subsection (2) in the immediately preceding paragraph applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.

        There is no provision for indemnification in the articles of incorporation or by-laws of Club Cinema of Mazza, Inc.

Florida Registrant: AMC Concessionaire Services of Florida, LLC is a limited liability company under the laws of Florida.

        The registrant, AMC Concessionaire Services of Florida, LLC is a limited liability company formed in the State of Florida. Section 608.4229 of the Florida Limited Liability Company Act (the "FLLCA") provides that subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, a limited liability company may, and shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, provided that no judgment or other final adjudication establishes that the actions or omissions to act of the member, manager, managing member, officer, employee or agent were material to the cause of action so adjudicated and constitute any of the following: (1) a violation of criminal law (unless the member, manager, managing member, officer, employee or agent had no reasonable cause to believe such conduct was unlawful), (2) a transaction from which the member, manager, managing member, officer, employee or agent derived an improper personal benefit, (3) a circumstance under which the liability provisions of section 608.426 of the FLLCA are applicable (in the case of a manager or managing member) or (4) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

        The Articles of Organization of AMC Concessionaire Services of Florida, LLC contain no articles, sections or provisions relating to indemnification. The operating agreement of AMC Concessionaire Services of Florida, LLC provides that except as expressly permitted by Florida law, each member or manager shall not be personally liable for any debt, obligation or liability. In addition, any person who was or is a party defendant or is threated to be made a party defendant, in any pending or completed action, suit or proceeding, shall be indemnified by the company out of company assets against instant expenses (including reasonable attorney's fees and costs), judgments, fines, assessments and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if member determines in its sole discretion that such person acted in good faith and in a manner said person reasonably believed to be in the best interest of the company, and in the event of any criminal action or proceeding, had no reasonable cause to believe said person's conduct was unlawful.

Kansas Registrants:

        Section 17-6305 of the Kansas General Corporation Law authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or

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completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement in connection with such action, including attorney's fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. Notwithstanding the preceding sentence, no indemnification is permitted in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation, unless otherwise determined by the court in which such proceeding is pending. A Kansas corporation may also indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action, including attorney's fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(a)   AMC License Services, Inc. is incorporated under the laws of Kansas.

        The by-laws of AMC License Services, Inc. provide for indemnification of any person made party to or threatened to be made party to any proceeding, other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee, agent of the corporation or voting trustee under any voting trust agreement (which has been entered into between the owners and the holders of shares of the corporation, such voting trustee and the corporation), or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity, against expenses, including attorney's fees, judgments, fines and amount paid in settlement, actually and reasonably incurred by such person in connection with such action, provided such person acted in good faith, in a manner reasonably believed by such person to be in or not opposed to the best interests of the corporation, and, in the case of a criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

        The by-laws of the corporation further provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any action or suit by or in the right of the company by reason of the fact that such person is or was a director, officer, employee or agent of the company, or was serving at the request of the company as a director, officer, employee or agent of another entity, against expenses, including attorney's fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action, provided such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the corporation unless and only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of

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liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Pursuant to the by-laws of the corporation, any indemnification made under the by-laws shall be made, unless ordered by the court, only as authorized by an appropriate determination that indemnification is proper because the person has met the applicable standard of conduct for such indemnification made (i) by the Board of Directors by a majority vote of a quorum, consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders.

        The articles of incorporation of AMC License Services, Inc. provide that its directors shall not be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by any such director, except to the extent provided by applicable law (i) for breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the provisions of Section 17-6424 of the Kansas General Corporation Law and any amendments thereto, or (iv) for any transaction from which the director derived an improper personal benefit.

(b)   AMC ITD, Inc. is incorporated under the laws of Kansas.

        The by-laws of AMC ITD, Inc. provide for indemnification of any person made party to or threatened to be made party to any proceeding, other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses, including reasonable attorney's and accountants' fees, judgments, fines and amount paid in settlement, actually and reasonably incurred by such person in connection with such action, provided such person acted in good faith, in a manner reasonably believed by such person to be in or not opposed to the best interests of the corporation, and, in the case of a criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

        The by-laws of the corporation further provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any action or suit by or in the right of the company by reason of the fact that such person is or was a director or officer of the company, or is or was serving at the request of the company as a director or officer of another entity, against expenses, including reasonable attorneys' and accountants' fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action, provided such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized in the specific case by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the

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director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Pursuant to the by-laws of the corporation, any indemnification made under the by-laws shall be made, unless ordered by the court, only as authorized by an appropriate determination that indemnification is proper because the person has met the applicable standard of conduct for such indemnification made (i) by the Board of Directors by a majority vote of a quorum, consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders.

Maryland Registrant: AMC of Maryland, LLC is a limited liability company under the laws of Maryland.

        The registrant, AMC of Maryland, LLC is a limited liability company formed in the State of Maryland. Section 4A-203(14) of the Maryland Limited Liability Company Act (the "MDLLCA") provides that unless otherwise provided by law or unless otherwise agreed, a limited liability company has the general powers, whether or not set forth in its articles of organization or operating agreement, to indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement.

        The Articles of Organization of AMC of Maryland, LLC contain no articles, sections or provisions relating to indemnification. The operating agreement of AMC of Maryland, LLC provides that except as set forth in the MDLLCA, no member shall have any personal liability for any obligations of the company. In addition, the operating agreement provides that a member shall not be liable, responsible, or accountable for damages or otherwise to the company or to any other member for any action taken or any failure conferred on the member by the operating agreement or the MDLLCA unless the action or omission was made fraudulently or in bad faith or unless the action or omission constituted gross negligence.

Missouri Registrant: American Multi-Cinema, Inc. is incorporated under the laws of Missouri.

        Section 351.355 of the General and Business Corporation Law of Missouri authorizes a corporation to indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that such person's conduct was unlawful.

        The by-laws of American Multi-Cinema, Inc. provide for indemnification of any person made party to or threatened to be made party to any proceeding, other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee, agent of the corporation or voting trustee under any voting trust agreement (which has been entered into between the owners and the holders of shares of the corporation, such voting trustee and the corporation), or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity, against expenses, including attorney's fees, judgments, fines and amount paid in settlement, actually and reasonably incurred by such person in connection

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with such action, provided such person acted in good faith, in a manner reasonably believed by such person to be in or not opposed to the best interests of the corporation, and, in the case of a criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.

        The by-laws of the corporation further provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any action or suit by or in the right of the company by reason of the fact that such person is or was a director, officer, employee or agent of the company, or was serving at the request of the company as a director, officer, employee or agent of another entity, against expenses, including attorney's fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action, provided such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the corporation unless and only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation. Pursuant to the by-laws of the corporation, any indemnification made under the by-laws shall be made, unless ordered by the court, only as authorized by an appropriate determination that indemnification is proper because the person has met the applicable standard of conduct for such indemnification made (i) by the Board of Directors by a majority vote of a quorum, consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders.

        The amended and restated articles of incorporation of American Multi- Cinema, Inc. provide that its directors shall not be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by any such director, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 351.345 of the Missouri General and Business Corporation Law, and any amendments thereto, or (iv) for any transaction from which the director derived an improper personal benefit. The articles of incorporation further provide that the corporation shall indemnify to fullest extent permitted by law any person who is or was a director, officer, employee or agent of the corporation, or any person who is serving at the request of the corporation as a director, officer, employee or agent of another entity, unless such person's conduct is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Item 21.    Exhibits and Financial Statement Schedules.

(a)
Exhibits

        See the Exhibit Index immediately following the signature page included in this Registration Statement.

        All schedules not identified above have been omitted because they are not required, are not applicable or the information is included in the selected consolidated financial data or notes contained in this registration statement.

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Item 22.    Undertakings.

        (a)   Each of the undersigned registrants hereby undertakes:

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        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4 within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

 
   
   
   

  AMC ENTERTAINMENT HOLDINGS, INC.

 

By:

 

/s/ KEVIN M. CONNOR


      Name:   Kevin M. Connor

      Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned directors and officers of AMC Entertainment Holdings, Inc., hereby appoint Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ ADAM M. ARON

Adam M. Aron
  Chief Executive Officer, President and Director
(Principal Executive Officer)
  April 19, 2017

/s/ CRAIG R. RAMSEY

Craig R. Ramsey

 

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

 

April 19, 2017

/s/ CHRIS A. COX

Chris A. Cox

 

Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

 

April 19, 2017

/s/ LIN ZHANG

Lin Zhang

 

Director

 

April 19, 2017

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Signature
 
Title
 
Date

 

 

 

 

 
/s/ ANTHONY J. SAICH

Anthony J. Saich
  Director   April 19, 2017

/s/ GARY F. LOCKE

Gary F. Locke

 

Director

 

April 19, 2017

/s/ MAOJUN ZENG

Maojun Zeng

 

Director

 

April 19, 2017

/s/ LLOYD HILL

Lloyd Hill

 

Director

 

April 19, 2017

/s/ JACK GAO

Jack Gao

 

Director

 

April 19, 2017

/s/ HOWARD KOCH, JR.

Howard Koch, Jr.

 

Director

 

April 19, 2017

/s/ KATHLEEN PAWLUS

Kathleen Pawlus

 

Director

 

April 19, 2017

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

    AMC CARD PROCESSING SERVICES, INC.

 

 

By:

 

/s/ KEVIN M. CONNOR

        Name:   Kevin M. Connor
        Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned directors and officers of AMC Card Processing Services, Inc., hereby appoint Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ CRAIG R. RAMSEY

Craig R. Ramsey
  Principal Executive Officer, Principal Financial Officer and Director   April 19, 2017

/s/ CHRIS A. COX

Chris A. Cox

 

Principal Accounting Officer

 

April 19, 2017

/s/ JOHN D. MCDONALD

John D. McDonald

 

Director

 

April 19, 2017

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

    AMC CONCESSIONAIRE SERVICES OF FLORIDA, LLC

 

 

By:

 

/s/ KEVIN M. CONNOR

        Name:   Kevin M. Connor
        Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned directors and officers of AMC Concessionaire Services of Florida, LLC, hereby appoint Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ CRAIG R. RAMSEY

Craig R. Ramsey
  Principal Executive Officer and Principal Financial Officer   April 19, 2017

/s/ CHRIS A. COX

Chris A. Cox

 

Principal Accounting Officer

 

April 19, 2017

AMERICAN MULTI-CINEMA, INC.

 

Sole Member

 

April 19, 2017

By:

 

/s/ ADAM M. ARON

Adam M. Aron
President and Chief Executive Officer

 

 

 

 

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

    AMC ITD, INC.

 

 

By:

 

/s/ KEVIN M. CONNOR

        Name:   Kevin M. Connor
        Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned directors and officers of AMC ITD, Inc., hereby appoint Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ CRAIG R. RAMSEY

Craig R. Ramsey
  Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director   April 19, 2017

/s/ JOHN D. MCDONALD

John D. McDonald

 

Executive Vice President and Director

 

April 19, 2017

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

    AMC LICENSE SERVICES, INC.

 

 

By:

 

/s/ KEVIN M. CONNOR

        Name:   Kevin M. Connor
        Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned directors and officers of AMC License Services, Inc., hereby appoint Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ CRAIG R. RAMSEY

Craig R. Ramsey
  Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director   April 19, 2017

/s/ JOHN D. MCDONALD

John D. McDonald

 

Executive Vice President and Director

 

April 19, 2017

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

    AMERICAN MULTI-CINEMA, INC.

 

 

By:

 

/s/ KEVIN M. CONNOR

        Name:   Kevin M. Connor
        Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned directors and officers of American Multi-Cinema, Inc., hereby appoint Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ ADAM M. ARON

Adam M. Aron
  Principal Executive Officer   April 19, 2017

/s/ CRAIG R. RAMSEY

Craig R. Ramsey

 

Principal Financial Officer and Director

 

April 19, 2017

/s/ CHRIS A. COX

Chris A. Cox

 

Principal Accounting Officer

 

April 19, 2017

/s/ JOHN D. MCDONALD

John D. McDonald

 

Director

 

April 19, 2017

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

    CLUB CINEMA OF MAZZA, INC.

 

 

By:

 

/s/ KEVIN M. CONNOR

        Name:   Kevin M. Connor
        Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned directors and officers of Club Cinema of Mazza, Inc., hereby appoint Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ JOHN D. MCDONALD

John D. McDonald
  Principal Executive Officer and Director   April 19, 2017

/s/ CRAIG R. RAMSEY

Craig R. Ramsey

 

Principal Financial Officer and Director

 

April 19, 2017

/s/ CHRIS A. COX

Chris A. Cox

 

Principal Accounting Officer

 

April 19, 2017

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

    LOEWS CITYWALK THEATRE CORPORATION

 

 

By:

 

/s/ KEVIN M. CONNOR

        Name:   Kevin M. Connor
        Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned directors and officers of Loews Citywalk Theatre Corporation hereby appoint Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
 

 

 

 

 

 

 

 
/s/ JOHN D. MCDONALD

John D. McDonald
  Principal Executive Officer and Director     April 19, 2017  

/s/ CRAIG R. RAMSEY

Craig R. Ramsey

 

Principal Financial Officer and Director

 

 

April 19, 2017

 

/s/ CHRIS A. COX

Chris A. Cox

 

Principal Accounting Officer

 

 

April 19, 2017

 

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

    AMC STARPLEX, LLC

 

 

By:

 

/s/ KEVIN M. CONNOR

        Name:   Kevin M. Connor
        Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned officers of American Multi-Cinema, Inc., the manager of AMC Starplex, LLC, hereby appoint Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
AMERICAN MULTI-CINEMA, INC.        

By:

 

/s/ ADAM M. ARON

Adam M. Aron

 

Manager

 

April 19, 2017
    President and Chief Executive Officer        

By:

 

/s/ JOHN D. MCDONALD

John D. McDonald

 

Manager

 

April 19, 2017
    President        

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, Kansas, on April 19, 2017.

    AMC OF MARYLAND, LLC

 

 

By:

 

/s/ KEVIN M. CONNOR

        Name:   Kevin M. Connor
        Title:   Senior Vice President, General Counsel and Secretary

* * * *


POWER OF ATTORNEY

        The undersigned officer of American Multi-Cinema, Inc., the sole Class A Member of AMC of Maryland, LLC, hereby appoints Kevin M. Connor, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 
 
Signature
 
Title
 
Date

 

 

 

 

 

 

 
    AMERICAN MULTI-CINEMA, INC.   Sole Class A Member   April 19, 2017

By:

 

/s/ ADAM M. ARON

Adam M. Aron
President and Chief Executive Officer

 

 

 

 

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EXHIBIT INDEX

Exhibit
Number
  Description
  2.1   Agreement and Plan of Merger, dated May 21, 2012, by and among AMC Entertainment Holdings, Inc., Dalian Wanda Group Co., Ltd. and, solely with respect to certain sections, the stockholder representative referenced therein (incorporated by reference from Exhibit 2.1 to the Company's Registration Statement on Form S-1 (File No. 333-190904) filed on October 8, 2013, as amended).
        
  2.2   Stock Purchase Agreement by and among AMC Entertainment Holdings, Inc., SMH Theatres, Inc., the Shareholders of SMH Theatres, Inc. and the Representative named herein dated as of July 13, 2015. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. AMC agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request (incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 1-33892) filed on July 14, 2015).
        
  2.3   Agreement and Plan of Merger dated as of March 3, 2016, by and among AMC Entertainment Holdings, Inc., Congress Merger Subsidiary, Inc., and Carmike Cinemas, Inc. (incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 1-333829) filed on March 4, 2016).
        
  2.4   Share Purchase Agreement dated as of July 12, 2016, by and among AMC Entertainment Holdings, Inc., AMC (UK) Acquisition Limited , Monterey Capital III S.A.R.L., Odeon and UCI Cinemas Holdings Limited, Odeon and UCI Cinemas Group Limited and certain Management Shareholders . (incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on July 13, 2016).
        
  2.5   Amended and Restated Agreement and Plan of Merger dated as of July 24, 2016, by and among AMC Entertainment Holdings, Inc., Congress Merger Subsidiary, Inc., and Carmike Cinemas, Inc. (incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on July 25, 2016).
        
  2.6   Sale and Purchase Agreement dated as of January 20, 2017, by and among AMC Entertainment Holdings, Inc., Goldcup 14139 AB, European Cinemas S.à.r.l, Bonnier Holding AB, and certain Management Shareholders. (incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on January 23, 2017).
        
  3.1   Third Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 1-33892) filed on December 23, 2013).
        
  3.2   Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File No. 333-190904) filed on November 22, 2013, as amended).
        
      Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants:
        
  3.3.1   AMC Card Processing Services, Inc. (incorporated by reference from Exhibit 3.3.93 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed April 27, 2006).
        
  3.3.2   AMC Concessionaire Services of Florida, LLC (incorporated by reference from Exhibit 3.3.2 to AMCE's Form S-4 (File No. 1-8747) filed April 1, 2014).
 
   

II-24


Table of Contents

Exhibit
Number
  Description
  3.3.3   AMC ITD, Inc. (incorporated by reference from Exhibit 3.3.10 to AMCE's Registration Statement on Form S-4 (File No. 333-171819) filed January 21, 2011).
        
  3.3.4   AMC License Services, Inc. (incorporated by reference from Exhibit 3.3.4 to AMCE's Form S-4 (File No. 1-8747) filed April 1, 2014).
        
  3.3.5   American Multi-Cinema, Inc. (incorporated by reference from Exhibit 3.3.10 to AMCE's Form 10-Q (File No. 1-8747) filed February 8, 2008).
        
  3.3.7   Club Cinema of Mazza, Inc. (incorporated by reference from Exhibit 3.3.97 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed April 27, 2006).
        
  3.3.8   Loews Citywalk Theatre Corporation (incorporated by reference from Exhibit 3.3.1 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed April 27, 2006).
        
  *3.3.9   AMC Starplex, LLC.
        
  *3.3.10   AMC of Maryland, LLC
        
  3.4   By-laws of AMC Card Processing Services, Inc. (incorporated by reference from Exhibit 3.20 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed April 27, 2006).
        
  3.5   By-laws of AMC ITD, Inc. (incorporated by reference from Exhibit 3.11 to AMCE's Registration Statement on Form S-4 (File No. 333-121819) filed on January 21, 2011).
        
  3.6   By-laws of AMC License Services, Inc. (incorporated by reference from Exhibit 3.6 to AMCE's Form S-4 (File No. 1-8747) filed April 1, 2014).
        
  3.8   Amended and Restated By-laws of American Multi-Cinema, Inc. (incorporated by reference from Exhibit 3.9 to AMCE's Form 10-Q (File No. 1-8747) filed February 8, 2008).
        
  3.9   By-laws of Club Cinema of Mazza, Inc. (incorporated by reference from Exhibit 3.24 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed April 27, 2006).
        
  3.10   By-laws of Loews Citywalk Theatre Corporation. (incorporated by reference from Exhibit 3.4 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed April 27, 2006):
        
  3.11   Operating Agreement of AMC Concessionaire Services of Florida, LLC. (incorporated by reference from Exhibit 3.13 to AMCE's Form S-4 (File No. 1-8747) filed April 1, 2014).
        
  *3.12   Limited Liability Company Agreement of AMC Starplex, LLC.
        
  *3.13   Limited Liability Company Agreement of AMC of Maryland, LLC.
        
  4.1 (a) Credit Agreement, dated April 30, 2013, by and among AMC Entertainment Inc., the lenders and the issuers party thereto, Citicorp North America, Inc., as agent, and the other agents and arrangers party thereto (incorporated by reference from Exhibit 10.1 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).
        
  4.1 (b) Guaranty, dated April 30, 2013 by AMC Entertainment Inc. and each of the other Guarantors party thereto, in favor of the Guaranteed Parties named therein (incorporated by reference from Exhibit 10.2 to the Company's Form 8-K (File No. 1-8747) filed May 3, 2013).
 
   

II-25


Table of Contents

Exhibit
Number
  Description
  4.1 (c) Pledge and Security Agreement, dated April 30, 2013, by AMC Entertainment Inc. and each of the other Grantors party thereto in favor of Citicorp North America, Inc., as agent for the Secured Parties (incorporated by reference from Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 1-8747) filed May 3, 2013).
        
  4.1 (d) First Amendment to Credit Agreement, dated as of December 11, 2015, by and among AMC Entertainment Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America,  Inc., as administrative agent (incorporated by reference from Exhibit 4.1(d) to the Company's Annual Report on Form 10-K (File No. 1 - 33892) filed on March 8, 2017).
        
  4.1 (e) Second Amendment to Credit Agreement, dated as of November 8, 2016, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent. (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on November 8, 2016).
        
  4.2   Indenture, dated as of February 7, 2014, respecting AMC Entertainment Inc.'s 5.875% Senior Subordinated Notes due 2022, among AMCE and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on February 10, 2014).
        
  4.3   Indenture, dated as of June 5, 2015, respecting AMC Entertainment Inc.'s 5.75% Senior Subordinated Notes due 2025, among AMCE, the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on June 5, 2015).
        
  4.3 (a) Registration Rights Agreement, dated as of June 5, 2015, respecting AMC Entertainment Inc.'s 5.75% Senior Subordinated Notes due 2025, among AMCE and Citigroup Global Markets Inc., as representatives of the initial purchasers of the 5.75% Senior Subordinated Notes due 2025 (incorporated by reference from Exhibit 4.2 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on June 5, 2015).
        
  4.4   Second Supplemental Indenture, dated as of March 31, 2016, with respect to $600 million aggregate principal amount of 5.75% Senior Subordinated Notes due 2025, by and between AMC Entertainment Holdings,  Inc., AMC Entertainment Inc., the guarantors party thereto and U.S. Bank National Association, as trustee. (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on March 31, 2016).
        
  4.5   Second Supplemental Indenture, dated as of March 31, 2016, with respect to $375 million aggregate principal amount of 5.875% Senior Subordinated Notes due 2022, by and between AMC Entertainment Holdings,  Inc., AMC Entertainment Inc., the guarantors party thereto and U.S. Bank National Association, as trustee. (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on March 31, 2016).
        
  4.6   Indenture, dated as of November 8, 2016, respecting AMC Entertainment Holdings, Inc.'s 5.875% Senior Subordinated Notes due 2026 and 6.375% Senior Subordinated Notes due 2024, among AMC Entertainment Holdings,  Inc., the guarantors named therein and U.S. Bank National Association, as trustee. (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on November 8, 2016).
 
   

II-26


Table of Contents

Exhibit
Number
  Description
  4.6 (a) Registration Rights Agreement, dated November 8, 2016, respecting AMC Entertainment Holdings, Inc.'s 5.875% Senior Subordinated Notes due 2026 and 6.375% Senior Subordinated Notes due 2024 , among AMC Entertainment Holdings, Inc. and Citigroup Global Markets Inc., as representative of the initial purchasers of the 5.875% Senior Subordinated Notes due 2026 and 6.375% Senior Subordinated Notes due 2024. (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on November 8, 2016).
        
  4.7   Indenture for the 6.00% Senior Secured Notes due 2023, dated June 17, 2015, among Carmike Cinemas, Inc. and JP Morgan (incorporated by reference from Exhibit 4.1 to Carmike Cinemas, Inc.'s Current Report on Form 8-K filed on June 23, 2015).
        
  4.8   Form of 6.00% Senior Secured Note due 2023 (included in Exhibit 4.7)
        
  4.9   Second Supplemental Indenture, dated March 23, 2016, to Indenture dated June 17, 2015, among Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Exhibit 4.1 to Carmike Cinemas, Inc.'s Current Report on Form 8-K filed March 29, 2016).
        
  4.10   Third Supplemental Indenture, dated February 17, 2017, to the Indenture dated June 17, 2015, among AMC Entertainment Holdings, Inc., Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Exhibit 4.10 to the Company's Annual Report on Form 10-K (File No. 1-33892) filed March 10, 2017).
        
  4.11   Indenture, dated as of March 17, 2017, respecting AMC Entertainment Holdings, Inc.'s 6.125% Senior Subordinated Notes due 2027, among AMC Entertainment Holdings, Inc., the guarantors named therein and U.S. Bank National Associaiton, as trustee (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 1-33892) filed on March 17, 2017).
        
  4.11 (a) Registration Rights Agreement, March 17, 2017, respecting AMC Entertainment Holddings, Inc's 6.125% Senior Subordinated Notes due 2027 and 6.375% Senior Subordinated Notes due 2024, among AMC Entertainment Holdings,  Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purhcasers of the 6.125% Senior Subordinated Notes due 2027 and 6.375% Senior Subordinated Notes due 2024 (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 1-33892) filed on March 17, 2017).
        
  *5.1   Opinion of Weil, Gotshal & Manges LLP.
        
  *5.2   Opinion of Quarles & Brady LLP.
        
  *5.3   Opinion of DLA Piper LLP (US)
        
  *5.4   Opinion of Kevin M. Connor, Executive Vice President, General Counsel & Secretary of AMC Entertainment Holdings, Inc.
        
  *12.1   Statement of Computation of Ratio of Earnings to Fixed Charges.
        
  21.1   Subsidiaries of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 21 to the Company's Annual Report on Form 10-K (File No. 1-33892) filed on March 10, 2017).
        
  *23.1   Consent of KPMG LLP, Independent Registered Public Accounting Firm
 
   

II-27


Table of Contents

Exhibit
Number
  Description
  *23.2   Consent of CohnReznick LLP as to Digital Cinema Implementation Partners, LLC's financial statements.
        
  *23.3   Consent of KPMG LLP as to Odeon and UCI Cinemas Holdings Limited's financial statements.
        
  23.4   Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
        
  23.5   Consent of Quarles & Brady LLP (included in Exhibit 5.2).
        
  23.6   Consent of DLA Piper LLP (US) (included in Exhibit 5.3)
        
  23.7   Consent of Kevin M. Connor (included in Exhibit 5.4).
        
  24.1   Powers of Attorney (included in Signature Pages).
        
  *25.1   Statement of Eligibility and Authorization on Form T-1 of U.S. Bank National Association, as trustee.
        
  *99.1   Form of Transmittal Letter.

*
Filed herewith.

II-28



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Section 2: EX-3.3.9 (EX-3.3.9)


Exhibit 3.3.9

 

Delaware

The First State

 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMC STARPLEX, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

 

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

 

CERTIFICATE OF FORMATION, FILED THE TWENTIETH DAY OF NOVEMBER, A.D. 2015, AT 5:35 O`CLOCK P.M.

 

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMC STARPLEX, LLC”.

 

 

/s/ Jeffrey W. Bullock

 

Jeffrey W. Bullock, Secretary of State

 

 

 

 

 

 

5884784 8100H

 

Authentication: 203220881

SR# 20166352400

 

Date: 10-25-16

 

You may verify this certificate online at corp.delaware.gov/authver.shtml

 

1



 

 

State of Delaware

 

Secretary of State

 

Division of Corporations

 

Delivered 05:35 PM 11/20/2015

 

FILED 05:35 PM 11/20/2015

 

SR 20151023780 - File Number 5884784

 

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

First: The name of the limited liability company is AMC STARPLEX, LLC

 

Second: The address of its registered office in the State of Delaware is 3411 SILVERSIDE RD RODNEY #104 in the City of WILMINGTON. Zip code 19810. The name of its Registered agent at such address is CORPORATE CREATIONS NETWORK INC

 

Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                               .”)

 

Fourth: (Insert any other matters the members determine to include herein.)

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation this 20TH day of NOVEMBER, 2015.

 

 

By:

/s/ Edwin F Gladbach

 

 

Authorized Person (s)

 

 

 

 

Name:

EDWIN F GLADBACH-VP

 



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Section 3: EX-3.3.10 (EX-3.3.10)


Exhibit 3.3.10

 

ARTICLES OF ORGANIZATION

 

OF

 

AMC OF MARYLAND, LLC

 

ARTICLE I

ORGANIZER

 

I, Robert F. Miller, whose post office address is 102 W. Pennsylvania Avenue, Suite 600, Towson, Maryland 21204, being a natural person at least eighteen (18) years old and a person authorized and directed by the members to execute and file these Articles, do hereby form a limited liability company pursuant to the Maryland Limited Liability Company Act.

 

ARTICLE II

NAME

 

The name of the limited liability company (the “Company”) is:

 

“AMC OF MARYLAND, LLC”

 

ARTICLE III

PURPOSES

 

The object and purpose for which this Company is formed and the business to be carried on or promoted by it is: (i) to conduct the business of dealing in all kinds of spirits, beers, wines, and beverages at retail and to do all things incidental thereto, and to have all of the powers conferred upon limited liability companies organized under the provisions of the Maryland General Corporations and Associations law; (ii) to conduct business in any state for any lawful purpose to the fullest extent set forth in § 4A-201 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time; and (iii) to do all things necessary, convenient, or incidental to the foregoing.

 

ARTICLE IV

PRINCIPAL OFFICE AND AGENT

 

The principal office, mailing address and place of business of the Company is 1717 North Rolling Road, Security Square, Baltimore, Maryland 21244. The name and address of the resident agent of the Company is Corporate Creations Network Inc., 2 Wisconsin Circle #700, Chevy Chase, Maryland 20815.

 

STATE OF MARYLAND

 

I hereby certify that this is a true and complete copy of the 3 page document on file in this office. DATED: 10/26/16.

 

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION:

 

BY:

/s/ Shirley Adams

, Custodian

This stamp replaces our previous certification system. Effective: 6/95

 



 

ARTICLE V

DURATION

 

The Company shall have a perpetual existence.

 

ARTICLE VI

RESTRICTIONS ON AUTHORITY

 

The authority of the members of the Company to act for the Company, solely by virtue of their being members, is limited as set forth in the operating agreement of the Company, as amended from time to time.

 

IN WITNESS WHEREOF, the undersigned, duly authorized to form AMC of Maryland, LLC, hereby executes, as of the 30th day of April, 2015, these Articles of Organization.

 

 

/s/ Robert F. Miller

 

Robert F. Miller, Authorized Person

 

STATEMENT OF RESIDENT AGENT

 

As of the date first set forth above, I hereby confirm that Corporate Creations Network Inc. is a corporation created and existing under the laws of the State of Maryland and consent on, its behalf, to the designation in the attached instrument to serve as the resident agent in the State of Maryland for AMC of Maryland, LLC.

 

 

Corporate Creations Network Inc.

 

 

 

 

 

 

 

By:

/s/ Michael Reinhold

 

Name:

Michael Reinhold

 

Title:

Vice President

 

 

 

 

CUST ID: 0003250885

 

WORK ORDER: 0004467465

 

DATE: 05-08-2015 10:42 AM

 

AMT. PAID: $155.00

 


 



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Section 4: EX-3.12 (EX-3.12)


Exhibit 3.12

 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

AMC STARPLEX, LLC

 

This OPERATING AGREEMENT (“Agreement”) of AMC STARPLEX, LLC (the “Company”) is entered into and shall become effective as of November 20, 2015, by and between the Company and its Members. This agreement is adopted pursuant to the Delaware Limited Liability Company Act, as amended from time to time (the “Act”), on the following terms and conditions:

 

ARTICLE 1.

THE COMPANY

 

1.1                               Formation and Term. The Company was formed November 20, 2015, as a limited liability company pursuant to the provisions of the Act and will continue until the winding up and liquidation of the Company and its business are completed following a Liquidating Event as provided in Article 4.

 

1.2                               Company Name. The name of the Company is “AMC Starplex, LLC”, and all business of the Company will be conducted in the Company’s name. Manager may change the Company’s name at any time by filing an amendment to the Company’s Certificate of Formation under the Act, in which case this Agreement will automatically be amended accordingly.

 

1.3                               Purpose. The Company may engage in any lawful business.

 

1.4                               Fiscal Year. The Company’s fiscal year shall be the calendar year.

 

1.5                               Initial Members. The initial Members of the Company along with their relative ownership percentages shall be:

 

American Multi-Cinema, Inc.

99%

 

 

Loews Citiwalk Theatre Corporation

1%

 

1.6                               Additional Members. Additional members may be admitted to the Company upon unanimous written consent of the then existing Members.

 

1.7                               Independent Activities. Members may, notwithstanding this Agreement, engage in whatever activities they choose, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company and neither this Agreement nor any activity undertaken by the Company will prevent a Member from engaging in such activities, or require a Member to permit the Company to participate in any such activities.

 

ARTICLE 2.

CAPITAL, PROFITS AND DISTRIBUTIONS

 

2.1                               Capital Contributions. Members are the sole members of the Company as of the date of this Agreement and each has made a capital contribution. Members may (but shall not be required to) make additional capital contributions in each such Member’s sole discretion.

 



 

2.2                               Allocations. The Company will be disregarded for income tax purposes in accordance with applicable law, and all items of income, gain, loss, deduction and credit will be allocated to the Members in proportion to each Member’s relative capital interest in the Company.

 

2.3                               Distributions. Except as may be restricted by the Act or agreements to which the Company is a party, the Company may make distributions to Members in proportion to each Member’s relative capital interest in the Company at such times and in such amounts as the Manager may determine.

 

2.4                               Capital Accounts: Manager shall maintain for each Member on the books of the Company a capital account in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv).

 

ARTICLE 3.

MANAGEMENT

 

3.1                               Management by Manager. The overall management and control of the Company is vested in a Manager and Manager has the right, authority and responsibility to enter into transactions on behalf of the Company, to bind the Company and to conduct, and to make decisions relating to, the day-to-day operations of the Company. Members holding a majority of the capital interests in the Company shall have the power to elect a Manager or Managers. The initial Manager shall be American Multi-Cinema, Inc.

 

3.2                               Authority and Duties of Manager. Without limiting the foregoing and in each case without any further act, vote or approval, Manager may, in the name of and on behalf of, the Company:

 

(a)                                 Enter into management contracts and other agreements relating to the management of the Company’s operations by others, including by Manager;

 

(b)                                 Acquire by purchase, lease, or otherwise any real or personal property (“Property”) that may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company;

 

(c)                                  Loan money to the Company, its affiliates or other third parties, upon such terms and conditions as Manager may determine;

 

(d)                                 Operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any Property necessary, convenient or incidental to the accomplishment of the purposes of the Company;

 

(e)                                  Designate, authorize and direct one or more authorized persons to execute any and all agreements, contracts, documents, certifications and instruments on behalf of the Company that are necessary or convenient in connection with the management, maintenance and operation of Property or managing the Company’s affairs;

 

(f)                                   Borrow money and issue evidences of indebtedness (including bonds, notes and debentures) necessary, convenient or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge or other lien on any Property;

 

(g)                                  Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract or other instrument purporting to convey or encumber any or all of the Property;

 



 

(h)                                 Prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property;

 

(i)                                     Perform all matters in furtherance of the objectives of the Company or this Agreement;

 

(j)                                    Contract on behalf of the Company for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such persons the duty to manage or supervise any of the assets or operations of the Company;

 

(k)                                 Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Property and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified;

 

(1)                                 Make any and all elections for federal, state, and local tax purposes; and

 

(m)                             Institute, prosecute, defend, settle, compromise and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company or in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith.

 

3.3                               Indemnification. The Company, its receiver or its trustee (in the case of its receiver or trustee, to the extent of its assets) must indemnify, save harmless and pay all judgments and claims against Manager relating to any liability or damage incurred by reason of (i) ownership of an interest in the Company, and (ii) any act performed or omitted to be performed by Manager in connection with the business of the Company, in any case including attorneys’ fees incurred by Manager in connection with the defense of any action based on any of the foregoing.

 

3.4                               Books. Manager shall maintain complete and accurate books of account of the Company’s affairs at the Company’s principal place of business. Such books shall be kept on such method of accounting as the Managers shall select.

 

3.5                               Officers. The Officers of Manager, as may be appointed from time to time, are hereby appointed as officers of the Company to serve in the same capacity and with the same title each such officer holds with Manager. Manager may appoint such other officers of the Company having such duties as Manager may designate by written consent.

 

ARTICLE 4.

DISSOLUTION AND WINDING UP

 

4.1                               Liquidating Events. The Company will dissolve and commence winding up and liquidating upon the written consent of Members holding a majority of the ownership interests in the Company (“Liquidating Event”).

 

4.2                               Winding Up. Upon the occurrence of a Liquidating Event, the Company will continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Member. To the extent not inconsistent with the foregoing, the terms of this Agreement will continue in full force and effect until such time as the Company’s property has been distributed pursuant to this Section 4.2 and the Certificate of Formation has been canceled in accordance with the Act. Manager will be responsible for overseeing the winding up of the Company, will take full

 



 

account of the Company’s liabilities and Company’s property, will cause the property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and will cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed in the following order:

 

(a)                                 First, to the payment and discharge of all of the Company’s debts and liabilities to creditors; and

 

(b)                                 The balance, if any, to the Members in proportion to each Member’s relative capital interest in the Company.

 

ARTICLE 5.

MISCELLANEOUS

 

5.1                               Amendment. Members may amend this Agreement at any time by executing a written amendment hereto.

 

5.2                               Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

 

5.3                               Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the validity or legality of the remainder of this Agreement.

 

5.4                               Governing Law. Delaware law will govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of Member.

 

IN WITNESS WHEREOF, the undersigned has executed this Operating Agreement as of the day and year first above set forth.

 

 

MEMBERS:

 

 

 

 

American Multi-Cinema, Inc.

 

 

 

 

 

 

 

By

/s/ Kevin Connor

 

Name:

Kevin Connor

 

Title:

Senior Vice President, General Counsel & Secretary

 

 

 

 

 

 

 

Loews Citiwalk Theatre Corporation

 

 

 

 

 

 

 

By

/s/ Kevin Connor

 

Name:

Kevin Connor

 

Title:

Senior Vice President, General Counsel & Secretary

 



(Back To Top)

Section 5: EX-3.13 (EX-3.13)


Exhibit 3.13

 

OPERATING AGREEMENT

 

OF

 

AMC OF MARYLAND, LLC,

 

A MARYLAND LIMITED LIABILITY COMPANY

 

DATED: July 1, 2015

 



 

OPERATING AGREEMENT

OF

AMC OF MARYLAND, LLC

 

This Operating Agreement (this “Agreement”) is entered by and among American Multi-Cinema, Inc., a Missouri corporation, David Johnston and Frank Lewis on the 1st day of July, 2015.

 

Explanatory Statement

 

A.            The Class A Member has caused the Company to be formed in accordance with the Act.

 

B.            The Class A Member desires to admit the Class B Members to the Membership of the Company.

 

C.            The Members now desire to enter into this Agreement to set forth the terms and conditions upon which the Company will operate.

 

NOW, THEREFORE, for good and valuable consideration, the parties, intending legally to be bound, agree as follows:

 

Section I

Defined Terms

 

The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them.

 

“Act” means the Maryland Limited Liability Company Act, as amended from time to time.

 

“Affiliate” means, with respect to any Member, any Person: (i) which owns more than 25% of the voting interests in the Member; or (ii) in which the Member owns more than 25% of the voting interests; or (iii) in which more than 25% of the voting interests are owned by a Person who has a relationship with the Member described in clause (i) or (ii) above.

 

“Agreement” means this Agreement, as amended from time to time.

 

“Class A Member” means each Member shown on Exhibit A (or any amendment thereto) as a Class A Member. Each Class A Member shall have of the rights accorded to Class A Members under the terms of this Agreement, whether express or implied, and shall have the Percentage shown on Exhibit A for such Class A Member.

 

“Class B Member” means each Member shown on Exhibit A (or any amendment thereto) as a Class B Member. Each Class B Member shall only have the rights expressly accorded to Class B Members under the terms of this Agreement and shall have the Percentage shown on Exhibit A for such Class B Member.

 



 

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

 

“Company” means the limited liability company organized in accordance with this Agreement.

 

“Company Minimum Gain” means the amount determined under Regulations Section 1.704-2(b)(2) and 1.704-2(d) with respect to “partnership minimum gain”.

 

“Interest” means a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company. Notwithstanding the foregoing, a Class B Member shall have no right to share in the Profits and Losses of the Company.

 

“Interest Holder” means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

 

“Involuntary Withdrawal” means, with respect to any Member, the occurrence of any of the events set forth in Act Section 4A-606(3) through (9).

 

“Member” or “Members” means any Class A or Class B Member.

 

“Member Nonrecourse Debt” means a nonrecourse debt of the Company within the meaning of Regulations Section 1.704-2(b)(4) with respect to the phrase “partner nonrecourse debt”.

 

“Member Nonrecourse Debt Minimum Gain” means the amount determined under Regulations Section 1.704-2(i)(4) with respect to the phrase “partner nonrecourse debt minimum gain”.

 

“Member Nonrecourse Deductions” means the items of loss, deduction, and expenditure attributable to Member Nonrecourse Debt under Regulations Section 1.704-2(i)(2) with respect to the phrase “partner nonrecourse deductions”.

 

“Percentage” means, as to a Member, the percentage set forth after the Member’s name on Exhibit A, as amended from time to time, and as to an Interest Holder who is not a Member, the Percentage of the Member whose Interest has been acquired by such Interest Holder, to the extent the Interest Holder has succeeded to that Member’s Interest.

 

“Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.

 

“Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code.

 

“Regulation” means the income tax regulations, including any temporary regulations, from

 

2



 

time to time promulgated under the Code.

 

“SDAT” means the State Department of Assessments and Taxation of Maryland.

 

“Successor” means all Persons to whom all or any part of an Interest is transferred either because of (i) the sale, transfer or gift by Member of all or any part of Member’s Interest, or (ii) an assignment of Member’s Interest due to Member’s Involuntary Withdrawal.

 

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

 

“Voluntary Withdrawal” means a Member’s dissociation with the Company by means other than a Transfer or an Involuntary Withdrawal.

 

“Withdrawn Member” means a Person who, by means of a Voluntary Withdrawal and unanimous consent of the Members, disassociates himself or herself with the Company or does so by means of an Involuntary Withdrawal.

 

“Withdrawal” means a Member’s dissociation from the Company by any means.

 

Section II

Formation and Name; Office; Purpose

 

2.1          Organization. The Company was organized by the filing of Articles of Organization with SDAT on May 8, 2015.

 

2.2          Name of the Company. The name of the Company shall be “AMC of Maryland, LLC”. The Company may do business under that name and under any other name or names upon which the Class A Members shall determine. If the Company does business under a name other than that set forth in its Articles of Organization, then the Company shall file a trade name certificate as required by law.

 

2.3          Purpose. The Company’s purpose is: (i) to conduct the business of dealing in all kinds of spirits, beers, wines, and beverages at retail and to do all things incidental thereto, and to have all of the powers conferred upon limited liability companies organized under the provisions of the Maryland General Corporations and Associations law; (ii) to conduct business in any state for any lawful purpose to the fullest extent set forth in § 4A-201 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time; and (iii) to do all things necessary, convenient, or incidental to the foregoing.

 

2.4          Principal Office. The principal office of the Company in the State of Maryland shall be located at 1717 North Rolling Road, Baltimore, Maryland 21244, or at any other place or places within the State of Maryland upon which the Class A Members shall designate.

 

2.5          Resident Agent. The name and address of the Company’s resident agent in the State of Maryland shall be Corporate Creations Network, Inc., 2 Wisconsin Circle #700, Chevy Chase,

 

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Maryland 20815.

 

2.6          Members. The name, Class of Membership, and Percentage of each Member are set forth on Exhibit A.

 

Section III

Capital Contribution and Loans

 

3.1          Capital Contributions. Each Class A Member, upon the execution of this Agreement or upon the admission of a new Class A Member, shall make as an initial Capital Contribution the amount shown on Exhibit A, attached hereto. Each Class B Member, upon the execution of this Operating Agreement or upon the admission of a new Class B Member, shall make as an initial Capital Contribution the amount shown on Exhibit B, attached hereto. The initial Capital Contribution to be made by any person who is admitted as a Member and acquires his Interest from the Company shall be determined by the Class A Members.

 

3.2.         No Other Capital Contributions Required. No Member shall be required to contribute any additional capital to the Company, and except as set forth in the Act, no Member shall have any personal liability for any obligations of the Company.

 

3.3.         Loans. The Class A Members may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Class A Members agree.

 

3.4.         Additional Members.

 

3.4.1.      Admission. Persons may be admitted to the Company as additional Members (either Class A Members or Class B Member) upon the unanimous vote of the Class A Members. A Person admitted to the Company as a Member shall have the Percentage as determined by the Class A Members. The admission of an additional Member shall be effective as of the date determined by the unanimous vote of the Class A Members.

 

3.4.2.      Capital Contributions. The initial capital contribution of an additional Member admitted to the Company under this Article III shall be determined by the unanimous vote of all the Class A Members. An initial capital contribution shall be paid in money in full at the time of admission unless otherwise agreed by the Company.

 

3.4.3.      Admission Requirements. Each additional Member subsequently admitted to the Company shall execute a counterpart of this Agreement and shall be bound by all provisions thereof, and shall execute any other documents that the Company may deem necessary or appropriate to effect the admission of the Person as an additional Member.

 

3.5          Capital Accounts. A separate Capital Account shall be maintained for each Interest Holder.

 

4



 

Section IV

Profit, Loss, and Distributions; Regulatory Allocations

 

4.1.         Distributions of Cash Flow. Cash Flow for each taxable year of the Company shall be distributed by the Class A Members at such times and in such amounts as the Class A Members may determine. There shall be no distribution of Cash Flow to Class B Members, except as the Class A Members may determine in their sole and absolute discretion.

 

4.2.         Allocation of Profit or Loss. All items of profit and loss, of every kind, shall be allocated to the Class A Members in accordance with their percentages and no item of profit or loss shall be allocated to the Class B Members.

 

4.3.         Liquidation and Dissolution. If the Company is liquidated, the assets of the Company shall be distributed to the Interest Holders in accordance with the balances in their respective Capital Accounts, after taking into account the allocations of Profit or Loss pursuant to Section 4.2, if any, and distributions, if any, of cash or property pursuant to Sections 4.1. No Interest Holder shall be obligated to restore a Negative Capital Account.

 

4.4          Minimum Gain Chargeback. Notwithstanding anything to the contrary in the Agreement: If there is a net decrease in the Company Minimum Gain during a taxable year of the Company, then there shall be allocated to the Class A Members items of Company income and gain in accordance with the Minimum Gain Chargeback requirements of Regulation Section 1.704-2(f). If there is a net decrease in Member Nonrecourse Debt Minimum Gain during a taxable year of the Company, there shall be allocated to any Member with a share of that Member Nonrecourse Debt Minimum Gain items of income and gain in accordance with the requirements of Regulations Section 1.704-2(i)(4).

 

4.5          Allocations to Reflect Book Value/Tax Disparity. In accordance with Section 704(c) of the Code and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Class A Members so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its agreed upon fair market value at the time of contribution. In addition, if Company property is revalued and Capital Accounts are adjusted, then subsequent allocations of income, gain, loss and deduction for tax purposes with respect to the revalued property shall take into account the variation between the property’s adjusted tax basis and book value in the same manner as under Section 704(c) of the Code and Regulations.

 

4.6          Qualified Income Offset. If a Member unexpectedly receives an adjustment, allocation, or distribution described in Regulation Sections 1.704-l(b)(2)(ii)(d)(4), (5) or (6) that creates or increases a negative Capital Account, then items of income or gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) shall be allocated to that Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the negative Capital Account created or increased by the adjustments, allocations or distributions as quickly as possible. For purposes of this Subsection F, in determining whether a Member has a negative Capital Account, there shall be taken into account those adjustments,

 

5



 

allocations and distributions that, as of the end of the year, are reasonably expected to be made.

 

4.7          Member Nonrecourse Deductions. Any Member Nonrecourse Deductions shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(l).

 

Section V

Management: Rights, Powers, and Duties

 

5.1.         Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the company shall be managed by the Class A Members. The Class A Members shall have the exclusive right to manage the business of the Company and to make all decisions regarding the business of the Company and shall have the right, power, and authority to do in the name of, and on behalf of, the Company all things that, in its sole judgment, are necessary, proper or desirable to carry out the purposes of the Company. Class B Members shall not be entitled to vote on any matter concerning the Company. Except as otherwise provided in this Agreement, each Class A Member shall have the right to act for and bind the Company in the ordinary course of its business, and Class B Members shall have the right to act for and bind the Company only upon the written consent of the Class A Members. The Class A Members shall exercise their best efforts to promote and protect the interests of the Company and shall devote such time and attention as is reasonably necessary and appropriate to discharge such obligations. Notwithstanding any other provision of this Section V or this Agreement to the contrary, without first obtaining the unanimous consent of all Class A Members, neither the Company nor any Member thereof shall:

 

5.1.1.      Do any act in contravention of this Agreement;

 

5.1.2.      Do any act that would make it impossible to carry on the ordinary business of the Company;

 

5.1.3.      Admit a person as a Member to contribute to the capital of the Company;

 

5.1.4.      Sell, lease, exchange, mortgage, pledge as security or otherwise dispose of all or substantially all of the property or assets of the Company;

 

5.1.5.      Authorize a merger of the Company with another entity;

 

5.1.6.      Incur debt upon the Company unless in the ordinary course of the Company’s business;

 

5.1.7.      Change the nature of the business of the Company;

 

5.1.8.      Declare bankruptcy on behalf of the Company; or

 

5.1.9.      Commence a business activity which competes with Company’s business.

 

5.2.         Personal Services. No Member shall be required to perform services for the Company solely by virtue of being a Member. Unless approved by the Class A Members, no Member shall be

 

6



 

entitled to compensation for services performed for the Company. However, upon substantiation of the amount and purpose thereof, the Members shall be entitled to reimbursement for expenses reasonably incurred in connection with the activities of the Company.

 

5.3.         Duties of Parties.

 

5.3.1. A Member shall not be liable, responsible, or accountable for damages or otherwise to the Company or to any other Member for any action taken or any failure conferred on the Member by this Agreement or by law, unless the action taken or omission was made fraudulently or in bad faith or unless the action or omission constituted gross negligence.

 

5.3.2. Except as otherwise expressly provided herein, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member with respect to that business or activity.

 

5.4.         Guaranteed Payment to Class B Members. In consideration for the services provided by the Class B Members, the Company shall pay each Class B Member an amount determined at the discretion of the Class A Member, and may be subject to the terms of a separate agreement or agreements with the Class B Members. Payments shall be made annually or at such other frequency as the Class A Members shall determine. All payments made hereunder shall be deemed to be “guaranteed payments” within the meaning of Code Section 707(c).

 

5.5.         Meetings of and Voting by Class A Members.

 

5.5.1. A meeting of the Class A Members may be called at any time by any Class A Member. Meetings of Class A Members shall be held at the Company’s principal place of business or at any other place designated by the Class A Member calling the meeting. Not less than ten (10) nor more than ninety (90) days before each meeting, the Class A Member calling the meeting shall give written notice of the meeting to each Class A Member. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Class A Member waives notice if before or after the meeting the Class A Member signs a waiver of the notice which is filed with the records of Class A Members’ meetings, or is present at the meeting in person or by proxy. Unless this Agreement provides otherwise, at a meeting of Class A Members, the presence in person or by proxy of Class A Members holding not less than fifty-one percent (51%) of the Percentages then held by Class A Members constitutes a quorum. A Class A Member may vote either in person or by written proxy signed by the Class A Member or by the Class A Member’s duly authorized attorney-in-fact.

 

5.5.2. Except as otherwise provided in this Agreement, the affirmative vote of the Class A Members holding fifty-one percent (51 %) or more of the Percentages then held by Class A Members shall be required to approve any matter coming before the Class A Members.

 

5.5.3. In lieu of holding a meeting, the Class A Members may vote or otherwise take action by a written instrument indicating the consent of Class A Members holding fifty-one percent (51%) or more of the Percentages then held by Class A Members.”

 

7



 

5.6.         Execution of Documents. Any instrument may be executed and delivered on behalf of the Company by a Class A Member, including any deed, deed of trust, note or other evidence of indebtedness, lease agreement, security agreement, financing statement, contract of sale, or other instrument purporting to convey or encumber, in whole or in part, any or all of the assets of the Company, at any time held in its name, or any receipt or compromise or settlement agreement with respect to the accounts receivable and claims of the Company; and no other signature shall be required for any such instrument to be valid, binding and enforceable against the Company in accordance with its terms. All persons may rely thereon and shall be exonerated from any and all liability if they deal with a Class A Member on the basis of documents approved and executed on behalf of the Company by a Class A Member. Any person dealing with the Company may rely upon the certificate signed by the Class A Members as to:

 

5.6.1.  The identity of the Members (including both Class A Members and Class B Members);

 

5.6.2.  Acts by the Members; or

 

5.6.3   Any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member.

 

Section VI

Transfer of Interests and Withdrawals of Members

 

6.1.         Transfers. Class A Members may Transfer all, or any portion of their Interest or Membership Rights to one or more Successors. No Class B Member may Transfer all, or any portion of, or any interest or rights in, the Membership Rights owned by the Class B Member, and no Interest Holder may Transfer all, or any portion of, or any interest or rights in, any Interest without the written consent of the Class A Members. Each Class B Member hereby acknowledges the reasonableness of this prohibition in view of the purposes of the Company and the relationship of the Members. The Transfer of any Membership Rights or Interests in violation of the prohibition contained in this Section 6.1 shall be deemed invalid, null and void, and of no force or effect. Any Person to whom Membership Rights or an Interest are attempted to be transferred in violation of this Section 6.1 shall not be entitled to vote on matters coming before the Members, participate in the management of the Company, act as an agent of the Company, receive distributions from the Company, or have any other rights in or with respect to the Membership Rights or Interest so transferred.

 

6.2.         Involuntary Withdrawal. Immediately upon the occurrence of an Involuntary Withdrawal, the successor of the Withdrawn Member shall thereupon become an Interest Holder but shall not become a Member. The successor Interest Holder shall have all and only the rights of an Interest Holder.

 

Section VII

 

Dissolution, Liquidation, and Termination of the Company

 

7.1.         Events of Dissolution. The Company shall be dissolved, and its affairs shall be

 

8



 

wound up upon the first to occur of the following: (i) the written consent of the Class A Members; (ii) the entry of a decree of judicial dissolution under Section 4A-903 of the Act; or (iii) at any time the Company has no Class A Members for a period of ninety (90) consecutive days.

 

7.2.         Procedure for Winding Up and Dissolution. If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the Class A Members.

 

7.3.         Filing of Articles of Cancellation. If the Company is dissolved, Articles of Cancellation shall be promptly filed with SDAT. If there are no remaining Class A Members, the Articles shall be filed by the last Person to be a Member; if there are no remaining Members, or a Person who last was a Member, the Articles shall be filed by the legal or personal representatives of the Person who last was a Class A Member.

 

Section VIII

Books, Records, Accounting, and Tax Elections

 

8.1.         Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name, or, at the discretion of the Class A Members, in the name of the Company’s parent or affiliate company. The Class A Members shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

 

8.2.         Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Class A Members, subject to the requirements and limitations of the Code.

 

Section IX

General Provisions

 

9.1.         Assurances. The Class A Members shall execute all such certificates and other documents and shall do all such filing, recording, publishing, and other acts as the Class A Members deem appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

 

9.2.         Power of Attorney.

 

9.2.1       The Class B Members, respectively, hereby constitute and appoint the Class A Members, and/or any duly authorized officer, employee, agent or manager of a Class A Member, as their true and lawful attorney-in-fact (“Attorney-in-Fact”), and in the their name, place, and stead, to approve, make, execute, sign, acknowledge, and file:

 

9



 

9.2.1.1.   All documents (including, without limitation, amendments to Articles of Organization and any document relating to the possession, sale, and/or assignment of a Member’s rights and interest in the Company) which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement, the Company or its operations, or which may be deemed reasonably necessary by the Company or the Class A Members;

 

9.2.1.2    Any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Maryland or of any other state or jurisdiction, including, without limitation, any certificate or other instruments necessary in order for the Company to continue to qualify as a limited liability company under the laws of the State of Maryland;

 

9.2.1.3    One or more fictitious or trade name certificates;

 

9.2.1.4    All documents which may be required to dissolve and terminate the Company and to cancel its Articles of Organization; and

 

9.2.1.5    To sign any renewal application, transfer application, and any other required forms or document as may be reasonably required to protect the liquor license held by the Company from forfeiture or from becoming void by operation of law.

 

9.1.2.      Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the transfer of an interest, except that if the transferee is admitted as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge, and file any documents needed to effectuate the transfer of a membership interest and/or the admission of a transferee as a Member. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.

 

9.2.         Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Maryland.

 

9.3.         Section Titles. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.

 

9.4.         Binding Provisions. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representative, successors and permitted assigns.

 

9.5.         Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the identity of the Person may in the context require.

 

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9.6.         Separability of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

 

9.7          Counterparts. This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

 

9.8.         Complete Agreement. This Agreement constitutes the complete and exclusive statement of the agreement among the Members. It supersedes all prior written and oral statements, including any prior representation, statement, condition, or warranty. Except as expressly provided otherwise herein, this Agreement may not be amended without the written consent of all of the Class A Members.

 

[Signatures Appear on the Following Page]

 

11



 

IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to be executed, under seal, as of the date set forth hereinabove.

 

 

CLASS A MEMBER:

 

 

 

 

American Multi-Cinema, Inc.,

 

a Missouri corporation

 

 

 

 

 

 

 

 

 

By:

/s/ Craig R. Ramsey

(SEAL)

 

Name:

Craig R. Ramsey

 

 

Title:

VP., CFO

 

 

 

 

 

 

 

CLASS B MEMBERS:

 

 

 

 

 

 

 

By:

/s/ David Johnston

(SEAL)

 

Name:

David Johnston

 

 

 

 

 

 

 

By:

/s/ Franklin J. Lewis

(SEAL)

 

Name:

Frank Lewis

 

 

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OPERATING AGREEMENT

OF

AMC OF MARYLAND, LLC

 

Exhibit A

List of Members, Class of Membership,

Percentage of each Member, and Initial Capital Contribution

 

 

 

Class of

 

 

 

Member Name

 

Membership

 

Percentages

 

American Multi-Cinema, Inc.

 

Class A

 

100

%

David Johnston

 

Class B

 

50

%

Frank Lewis

 

Class B

 

50

%

 

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(Back To Top)

Section 6: EX-5.1 (EX-5.1)


Exhibit 5.1

 

 

767 Fifth Avenue

 

New York, NY 10153-0119

 

+1 212 310 8000 tel

 

+1 212 310 8007 fax

 

April 18, 2017

 

AMC Entertainment Holdings, Inc.

One AMC Way

11500 Ash Street

Leawood, Kansas 66211

 

Ladies and Gentlemen:

 

We have acted as counsel to AMC Entertainment Holdings, Inc., a Delaware corporation (the “Company”), and the guarantors listed on Schedule 1 hereto (collectively, the “Covered Guarantors”) and Schedule 2 hereto (the “Other Guarantors” and together with the Covered Guarantors, the “Guarantors”) in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-4 (as amended, the “Registration Statement”), with respect to £500,000,000 aggregate principal amount of the Company’s 6.375% Senior Subordinated Notes due 2024 (the “New Sterling Notes”), $595,000,000 aggregate principal amount of the Company’s 5.875% Senior Subordinated Notes due 2026 (the “New 5.875% Dollar Notes” and, together with the New Sterling Notes, the “November Exchange Notes”) and $475,000,000 aggregate principal amount of the Company’s 6.125% Senior Subordinated Notes due 2027 (the “New 6.125% Dollar Notes” and, together with the November Exchange Notes, the “Exchange Notes”) of the Company.

 

The New Sterling Notes will be offered in exchange for a like principal amount of the Company’s outstanding unregistered 6.375% Senior Subordinated Notes due 2024 issued on November 8, 2016  and March 17, 2017 (the “Original Sterling Notes”), the New 5.875% Dollar Notes will be offered in exchange for a like principal amount of the Company’s outstanding unregistered 5.875% Dollar Notes due 2026 issued on November 8, 2016 (the “Original 5.875% Dollar Notes”) and the New 6.125% Dollar Notes will be offered in exchange for a like principal amount of the Company’s outstanding unregistered 6.125% Senior Subordinated Notes due 2027 issued on March 17, 2017 (the “Original 6.125% Dollar Notes” and, together with the Original Sterling Notes and the Original 5.875% Dollar Notes, the “Original Notes”), pursuant to, as applicable, a registration rights agreement, dated as of November 8, 2016 (the “2016 Registration Rights Agreement”), by and among the Company, the Guarantors and Citigroup Global Markets Inc., as representative for several initial purchasers and a registration rights agreement, dated as of March 17, 2017 (the “2017 Registration Rights Agreement” and, together with the 2016 Registration Rights Agreement, the “Registration Rights Agreements”), by and among the Company, the Guarantors and Citigroup Global

 



 

Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives for the several initial purchasers. We refer to the offer to exchange the Original Notes for the Exchange Notes as the “Exchange Offer.”

 

The Registration Rights Agreements were executed in connection with the private placements of the Original Notes. The Original Sterling Notes and the Original 5.875% Dollar Notes were, and the November Exchange Notes will be, issued pursuant to an indenture, dated as of November 8, 2016 (the “2016 Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Original 6.125% Dollar Notes were, and the New 6.125% Dollar Notes will be, issued pursuant to an indenture, dated as of March 17, 2017 (the “2017 Indenture” and, together with the 2016 Indenture, the “Indentures”), among the Company, the Guarantors and the Trustee. The Exchange Notes will be fully and unconditionally guaranteed on a joint and several unsecured senior subordinated basis by the Guarantors pursuant to notations of guarantees attached to the Exchange Notes (the “Guarantees”).

 

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Registration Statement; (ii) the prospectus, which forms a part of the Registration Statement; (iii) the Indentures; (iv) the Registration Rights Agreements; (v) the Guarantees; and (vi) such corporate and limited liability company records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and the Guarantors.

 

We have also assumed for purposes of this opinion that: (i) each of the Other Guarantors and the Trustee (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and (b) has the requisite organizational and legal power and authority to enter into and perform its obligations under the Indentures and the Guarantees, as applicable, (ii) the execution, delivery and performance by each of the Other Guarantors and the Trustee of each of the Indentures and the Guarantees, as applicable, have been duly authorized by all necessary action on the part of each such entity and (iii) each of the Indentures and the Guarantees, as applicable, has been duly and validly executed and delivered by such entity under the laws of the jurisdiction in which it is organized.

 

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

 

1.                                      When the Registration Statement has become effective and the Exchange Notes have been duly executed by the Company, authenticated by the Trustee and delivered in accordance with the terms of the Indentures and the Exchange Offer, the Exchange Notes will be

 

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validly issued and will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms.

 

2.                                      When the Registration Statement has become effective and the Exchange Notes have been duly executed by the Company, authenticated by the Trustee and delivered in accordance with the terms of the Indentures and the Exchange Offer and when the Guarantees have been duly executed and delivered by the Guarantors, each Guarantee will be validly issued and will constitute the legal, valid and binding obligations of the applicable Guarantor, enforceable against it in accordance with their terms.

 

Each opinion expressed above with respect to legality, validity, binding effect and enforceability is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to e