0000899243-19-026483.txt : 20191101 0000899243-19-026483.hdr.sgml : 20191101 20191101164614 ACCESSION NUMBER: 0000899243-19-026483 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191031 FILED AS OF DATE: 20191101 DATE AS OF CHANGE: 20191101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SL Alpine Aggregator GP, L.L.C. CENTRAL INDEX KEY: 0001790765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33892 FILM NUMBER: 191187327 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLA CM GP, L.L.C. CENTRAL INDEX KEY: 0001790767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33892 FILM NUMBER: 191187328 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLA CM Avatar Holdings, L.P. CENTRAL INDEX KEY: 0001790764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33892 FILM NUMBER: 191187329 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMC ENTERTAINMENT HOLDINGS, INC. CENTRAL INDEX KEY: 0001411579 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 260303916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE AMC WAY STREET 2: 11500 ASH STREET CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-213-2000 MAIL ADDRESS: STREET 1: ONE AMC WAY STREET 2: 11500 ASH STREET CITY: LEAWOOD STATE: KS ZIP: 66211 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-10-31 0 0001411579 AMC ENTERTAINMENT HOLDINGS, INC. AMC 0001790764 SLA CM Avatar Holdings, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001790767 SLA CM GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 0001790765 SL Alpine Aggregator GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 0 0 2.95% Convertible Senior Notes due 2024 18.95 Class A Common Stock 23746680 I Held through SLA CM Avatar Holdings, L.P. The aggregate amount of 2.95% Convertible Senior Notes due 2024 ("Convertible Notes") held by Silver Lake Group, L.L.C. and/or its affiliates has not changed since the date of original acquisition, and is not changing now. This Form 3 is filed by SLA CM Avatar Holdings, L.P. ("SLA CM Avatar"), SLA CM GP, L.L.C. ("SLA CM GP") and SL Alpine Aggregator GP, L.L.C. ("SLA CM LLC") in connection with an internal reorganization of certain investments held on behalf of certain investment funds affiliated with Silver Lake Alpine Associates, L.P. ("SLA Funds"). In connection with such internal reorganization, one of the previous direct holders of these Convertible Notes, SLA Avatar Holdings I, L.P., made an in-kind distribution of Convertible Notes to SLA CM Avatar. Such transfer did not otherwise represent any change in pecuniary interest of any of the SLA Funds or their affiliates. Not included in this Form 3 is $150 million of Convertible Notes held by a third party over which certain affiliates of the Reporting Persons have investment control but do not have any pecuniary interest. SLA CM GP is the general partner of SLA CM Avatar. SLA CM LLC is the sole member of SLA CM GP. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA CM LLC. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLAA GP. Mr. Lee Wittlinger serves as a member of the board of directors of AMC Entertainment Holdings, Inc. (the "Issuer") and is a Managing Director of SLG. Each of SLA CM Avatar, SLA CM GP, SLA CM LLC, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. Pursuant to the terms of an investment agreement, dated as of September 14, 2018, (the "Investment Agreement"), the Convertible Notes became convertible by the holder on September 14, 2019, subject to certain exceptions. The Convertible Notes mature on September 15, 2024, subject to earlier redemption, repurchase or conversion in accordance with their terms. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election, cash, shares of the Issuer's Class A common stock ("Class A Common Stock") or a combination of cash and shares of Class A Common Stock. This number represents the number of shares of Class A Common Stock issuable upon conversion of the $450 million principal amount of Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Class A Common Stock by delivering a number of shares of Class A Common Stock at the conversion rate of 52.7704 shares of Class A Common Stock, and cash in lieu of fractional shares of Class A Common Stock, per $1,000 principal amount of Convertible Notes. The conversion rate is subject to adjustment from time to time upon the occurrence of certain events in accordance with the terms of an indenture, dated as of September 14, 2018, by and between the Issuer and U.S. Bank National Association, as trustee. The conversion rate of 52.7704 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes is equivalent to a conversion price of $18.95 per share of Class A Common Stock. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C., general partner of SLA CM Avatar Holdings, L.P. 2019-11-01 /s/ Andrew J. Schader, Managing Director of SLA CM GP, L.L.C. 2019-11-01 /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SL Alpine Aggregator GP, L.L.C. 2019-11-01