AMC Entertainment Holdings Inc. has revised a stock-conversion proposal after a surprise court ruling scuttled an earlier version of the plan and caused the movie-theater chain’s shares to jump.
The company and investors leading the lawsuit filed a new version of the nine-figure settlement over the weekend in Delaware’s Chancery Court, seeking to address problems identified by Judge Morgan Zurn, who concluded last Friday the original deal waived too many claims against the company, according to people familiar with the filing. The filing won’t be publicly available until Monday, the people said.
The ruling stunned some investors and analysts, who expected Zurn to sign off on the class-action settlement. Shares of AMC’s common stock surged about 100% at one point in after-hours trading, while AMC Preferred Equity units, or APEs, fell as much as 63%. The settlement’s precise value, which is upwards of $100 million, has fluctuated with the company’s stock price.
The settlement’s backers want Zurn to weigh the new version of the deal without seeking additional comment from AMC shareholders, the people said. More than 2,800 investors in the so-called “meme stock” wrote to Zurn opposing the deal prior to her ruling.
AMC Chief Executive Officer Adam Aron announced the revised settlement in an open letter to investors Sunday, emphasizing the “critical” importance of getting the deal approved and the APEs converted so the company can raise new equity capital. “The risk of financial collapse is not whimsical,” Aron wrote in the letter, posted on Twitter. “That is especially the case now with the added uncertainty caused by the writers and actors strikes.”
The judge’s decision raised another hurdle to AMC’s recapitalization efforts, prompted by a dive in the movie business tied to the Covid-19 pandemic. Investors had sought an expedited conversion, which offered a one-for-one exchange of its APE shares into its Class A common stock.
Objectors to the deal accused the theater chain of engineering an unsavory scheme to sideline its base of passionate retail investors, many of them participants in the market rally that saved AMC from a pandemic-era bankruptcy. The settlement allows the APE conversion while handing out extra stock to mitigate the dilution of ordinary shareholders.
But Zurn turned down the deal over provisions waiving common stockholders’ claims — even those involving preferred units they might hold as a hedge. The new version of the deal includes a narrower release that settlement backers hope addresses Zurn’s concerns.
“We believe the significant monetary benefit achieved through our clients litigation efforts clearly warrants compromising the common shareholders’ claims,” Mark Lebovitch, a lawyer for investors backing the settlement, said in an email Sunday. “Narrowing the release only strengthens that reality.”
AMC issued the APEs last year, including a 30% bloc to hedge fund Antara Capital LP, and has been trying to convert them ever since. Each unit represents 1/100th of a preferred share and is theoretically worth 100 class A shares, so they’re supposed to be equivalent to common stock. But they have tended to trade at a steep discount due to uncertainty about the conversion.
More than 70% of the common shareholders who voted on the original APE conversion plan in March — before the settlement deal was reached — backed the move. The APE holders also supported the proposal by a 9-to-1 margin.
But thousands of other retail investors opposed the conversion because they argued it would dilute their shares. Zurn stressed Friday her ruling didn’t address claims of market manipulation – which included allegations about “synthetic shares, Wall Street corruption, dark pool trading, insider trading, and RICO violations” raised by retail objectors.
The case is AMC Entertainment Holdings Shareholder Litigation, 2023-2015, Delaware Chancery Court (Wilmington).
