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AMC closes Carmike deal for $1.1B

AMC Entertainment Holdings Inc. closed its acquisition of Carmike Cinemas Inc. for about $1.1 billion, including the assumption of Carmike debt, to become the largest theater exhibitor in the U.S., Europe and the world.

The company said Dec. 21 that it closed the deal by merging its wholly owned subsidiary with and into Carmike, which is now a wholly owned subsidiary of AMC. Carmike stockholders could elect to receive either $33.06 in cash or 1.0819 AMC shares for each Carmike share they owned, subject to an overall allocation with 70% of Carmike shares exchanged for cash and 30% exchanged for AMC shares.

Holders of 23,006,194 Carmike shares and equity awards elected to receive AMC shares, holders of 1,230,343 Carmike shares and equity awards elected to receive the cash consideration, and holders of 996,848 Carmike shares and equity awards made no election. Pursuant to the proration mechanisms in the merger agreement, Carmike stockholders and equity award holders that made a stock election will receive AMC shares for about 32.9% of their Carmike shares or equity awards and will receive cash for the remaining 67.1% of their Carmike shares or equity awards. Carmike stockholders and equity award holders who made a cash election or no election will receive $33.06 per share in cash. As a result of this transaction, 8,189,808 shares of AMC class A common stock will be issued.

Trading in Carmike common stock on Nasdaq was suspended before the open of trading on Dec. 21. AMC further said it expects to maintain its current quarterly dividend. The transaction was funded through a combination of existing liquidity, including cash on hand, incremental debt and the equity consideration.

Adam Aron will continue to serve AMC as CEO and president, while Craig Ramsey will serve as executive vice president and CFO. AMC will continue to be headquartered in Leawood, Kan.

AMC now operates nearly 900 theaters with more than 10,000 screens globally, including 661 theaters with more than 8,200 screens in the U.S. and 244 theaters with 2,200 screens in Europe.