AMC Entertainment To Acquire Odeon & UCI Cinemas Group In GBP 921 Mln Deal

(RTTNews) - AMC Entertainment Holdings Inc. (AMC) said that it agreed to acquire the largest theatre exhibitor in Europe, London-based Odeon & UCI Cinemas Group from private equity firm Terra Firma in a transaction valued at about 921 million pounds comprised of 500 million pounds for the equity, 75% in cash and 25% in stock consideration, subject to lock-ups, and the assumption of 407 million pounds of net debt as of March 31, 2016 to be simultaneously refinanced at closing.

Assuming the transaction closes December 31, 2016 and a GBP/USD exchange rate of 1.30 the transaction is valued at about $1.199 billion under UK GAAP.

In connection with the transaction, the company will make adjustments to conform Odeon & UCI financial statements to US GAAP. Those adjustments primarily include currency translation and the adjustment of certain operating leases to capital and financing lease obligations, with those obligations totaling approximately $195 million in additional debt.

The transaction has been approved by both the Board of Directors of AMC and the shareholder of Odeon & UCI.

The transaction is expected to be completed in the fourth quarter of 2016 and is conditional upon antitrust clearance by the European Commission and is subject to consultation with the European Works Council.

AMC also is currently in a process to acquire US-based theatre exhibitor Carmike Cinemas (CKEC). AMC remains interested in, and committed to, closing the Carmike transaction.