Sec Form 13D Filing - Antara Capital LP filing for AMC ENTERTAINMENT HOLDINGS INC. (AMC) - 2023-08-18

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 8)

AMC Entertainment Holdings, Inc.
(Name of Issuer)

AMC Preferred Equity Units, each constituting a depositary share representing a 1/100th interest in a share of Series A Convertible Participating Preferred Stock
(Title of Class of Securities)

00165C203
(CUSIP Number)

Raph A. Posner
Antara Capital LP
55 Hudson Yards
47th Floor, Suite C
New York, NY 10001
Telephone: (646) 762 8593
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 4, 2023
(Date of Event which Requires Filing of this Schedule)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

*
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



SCHEDULE 13D

CUSIP No. 00165C203

1
NAMES OF REPORTING PERSONS
 
 
Antara Capital Master Fund LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
61,433,094
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
61,433,094
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
61,433,094 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.2% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1) All percentages of APEs outstanding contained herein are based on 995,406,413 APEs outstanding as of August 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2023.


CUSIP No. 00165C203


1
NAMES OF REPORTING PERSONS
 
 
Antara Capital Fund GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
61,433,094 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
61,433,094 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
61,433,094 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.2% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1) Includes 61,433,094  APEs owned directly by Antara Capital Master Fund LP.
(2) All percentages of APEs outstanding contained herein are based on 995,406,413 APEs outstanding as of August 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2023.


CUSIP No. 00165C203


1
NAMES OF REPORTING PERSONS
 
 
Antara Capital LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
64,528,300 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
64,528,300 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
64,528,300 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1) Includes 61,433,094 APEs owned directly by Antara Capital Master Fund LP, 2,294,560 APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 800,646 APEs owned directly by Corbin Opportunity Fund LP.
(2) All percentages of APEs outstanding contained herein are based on 995,406,413 APEs outstanding as of August 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2023.


SCHEDULE 13D

CUSIP No. 00165C203


1
NAMES OF REPORTING PERSONS
 
 
Antara Capital GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
64,528,300 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
64,528,300 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
64,528,300 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTR UCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1) Includes 61,433,094 APEs owned directly by Antara Capital Master Fund LP, 2,294,560 APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 800,646 APEs owned directly by Corbin Opportunity Fund LP.
(2) All percentages of APEs outstanding contained herein are based on 995,406,413 APEs outstanding as of August 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2023.


SCHEDULE 13D

CUSIP No. 00165C203


1
NAMES OF REPORTING PERSONS
 
 
Himanshu Gulati
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
64,528,300 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
64,528,300 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
64,528,300 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(1) Includes 61,433,094 APEs owned directly by Antara Capital Master Fund LP, 2,294,560 APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 800,646 APEs owned directly by Corbin Opportunity Fund LP.
(2) All percentages of APEs outstanding contained herein are based on 995,406,413 APEs outstanding as of August 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2023.


This Amendment No. 8 (“Amendment No. 8”) amends the Schedule 13D filed on January 4, 2023 (the “Original Schedule 13D” and, as amended, the “Schedule 13D”) and relates to AMC Preferred Equity Units (“APEs”), each constituting a depositary share representing a 1/100th interest in a share of Series A Convertible Participating Preferred Stock, of AMC Entertainment Holdings, Inc. (the “Issuer”), having its principal executive offices at One AMC Way 11500 Ash Street, Leawood, KS 66211. The Original Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 8. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.

Item 3.
Source and Amount of Funds or Other Consideration
 
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
 
“Schedule I sets forth the further transactions that have occurred with respect to APEs beneficially owned in the aggregate by the Reporting Persons (together with those certain transactions set forth on Schedule I of Amendments Nos. 1, 2, 3, 4, 5, 6 and 7 to the Schedule 13D, the “Additional Open Market Shares”).”

Item 5.
Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

All percentages of APEs outstanding contained herein are based on 995,406,413 APEs outstanding as of August 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2023.
 
(a) and (b)
 
In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 64,528,300 APEs, representing 6.5% of the outstanding APEs.
 
(i) Antara Master Fund has shared voting and dispositive power over 61,433,094 APEs, representing 6.2% of the outstanding APEs;
 
(ii) Antara Fund GP, by virtue of its status as general partner of Antara Master Fund, has shared voting and dispositive power over 61,433,094 APEs, representing 6.2% of the outstanding APEs;
 
(iii) Antara Capital, by virtue of its status as investment adviser to Antara Master Fund and by virtue of certain investment management agreements that provide for it to act as sub advisor to Corbin ERISA Opportunity Fund Ltd. (“Corbin ERISA Fund”) and Corbin Opportunity Fund LP (“Corbin Opportunity Fund”), has shared voting and dispositive power over 64,528,300 APEs, representing 6.5% of the outstanding APEs;
 
(iv) Antara GP, by virtue of its status as general partner of Antara Capital, has shared voting and dispositive power over 64,528,300 APEs, representing 6.5% of the outstanding APEs; and
 
(v) Mr. Gulati, by virtue of his status as sole member of Antara Fund GP and Antara GP, has shared voting and dispositive power over 64,528,300 APEs, representing 6.5% of the outstanding APEs.
 
Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any APEs of the Issuer, other than the APEs of the Issuer owned of record by such Reporting Person.
 
(c)
 
Schedule I of Amendments Nos. 1, 2, 3, 4, 5, 6, 7 and 8 sets forth all transactions with respect to the Additional Open Market Shares effected by Reporting Persons since the Original Schedule 13D. All such transactions with respect to the Additional Open Market Shares were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions.
 
(d) Not applicable.
 
(e) Not applicable.”
 
[Signatures on following page]


SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated: August 18, 2023
Antara Capital Master Fund LP
   
   
By: Antara Capital LP, not in its individual corporate capacity, but solely as Investment Advisor and agent
     
   
By: Antara Capital GP LLC, its general partner
     
 
By:
/s/ Himanshu Gulati
 
Name:
Himanshu Gulati
 
Title:
Managing Member
   
Dated: August 18, 2023
Antara Capital LP
   
By: Antara Capital GP LLC, its general partner
     
 
By:
/s/ Himanshu Gulati
 
Name:
Himanshu Gulati
 
Title:
Managing Member
   
Dated: August 18, 2023
Antara Capital GP LLC
     
 
By:
/s/ Himanshu Gulati
 
Name:
Himanshu Gulati
 
Title:
Managing Member
     
Dated: August 18, 2023
Antara Capital Fund GP LLC
     
 
By:
/s/ Himanshu Gulati
 
Name:
Himanshu Gulati
 
Title:
Managing Member
     
Dated: August 18, 2023
/s/ Himanshu Gulati
 
 
Himanshu Gulati


SCHEDULE I
 
Additional Open Market Shares
 
Antara Capital Master Fund LP
 
Security
Trans. Type
Trade Date
Quantity
Price
APE
Buy
6/29/2023
100,000
1.77
APE
Sell
6/29/2023
100,000
1.75
APE
Sell
6/29/2023
191,500
1.78
APE
Buy
6/30/2023
184,300
1.74
APE
Buy
6/30/2023
 4,700
1.70
APE
Sell
7/7/2023
250,000
1.83
APE
Sell
7/7/2023
1,500,000
1.80
APE
Sell
7/7/2023
250,000
1.83
APE
Buy
7/7/2023
1,000,000
1.80
APE
Buy
7/7/2023
250,000
1.85
APE
Buy
7/7/2023
500,000
1.85
APE
Sell
7/10/2023
575,000
1.84
APE
Sell
7/10/2023
2,425,000
1.84
APE
Buy
7/10/2023
250,000
1.90
APE
Sell
7/11/2023
1,000,000
1.89
APE
Sell
7/11/2023
250,000
1.90
APE
Buy
7/11/2023
141,166
1.85
APE
Buy
7/11/2023
250,000
1.90
APE
Sell
7/11/2023
64,678
1.87
APE
Buy
7/11/2023
923,512
1.90
APE
Sell
7/12/2023
1,500,000
1.93
APE
Sell
7/12/2023
36,500,000
1.96
APE
Buy
7/12/2023
50,000,000
1.97
APE
Buy
7/12/2023
1,500,000
1.94
APE
Sell
7/12/2023
13,500,000
1.96
APE
Buy
7/13/2023
200,000
1.97
APE
Sell
7/13/2023
666,412
1.96
APE
Buy
7/14/2023
200,000
1.91
APE
Sell
7/19/2023
100,000
1.88
APE
Buy
7/19/2023
100,000
1.89
APE
Sell
7/20/2023
100,000
1.84
APE
Buy
7/20/2023
100,000
1.84
APE
Sell
7/21/2023
200,000
1.79
APE
Buy
7/21/2023
200,000
1.80
APE
Sell
7/24/2023
500,000
1.75
APE
Buy
7/24/2023
500,000
1.80


APE
Sell
7/25/2023
1,500,000
1.83
APE
Buy
7/25/2023
250,000
1.77
APE
Sell
7/26/2023
4,000,000
1.78
APE
Buy
7/26/2023
250,000
1.76
APE
Sell
7/27/2023
250,000
1.84
APE
Buy
7/27/2023
250,000
1.86
APE
Sell
7/28/2023
1,100,000
1.81
APE
Buy
7/28/2023
150,000
1.80
APE
Buy
7/31/2023
200,000
1.85
APE
Sell
8/4/2023
1,654,000
1.82
APE
Buy
8/4/2023
150,000
1.79
APE
Sell
8/7/2023
190,800
1.72
APE
Sell
8/7/2023
2,244,900
1.73
APE
Sell
8/7/2023
32,900
1.72
APE
Sell
8/7/2023
387,400
1.73
APE
Sell
8/8/2023
1,623,800
1.80
APE
Sell
8/8/2023
280,200
1.80
APE
Sell
8/11/2023
833,900
1.80
APE
Sell
8/11/2023
406,000
2.30
APE
Sell
8/11/2023
811,900
2.11
APE
Sell
8/11/2023
70,100
2.30
APE
Sell
8/11/2023
140,100
2.11
APE
Sell
8/11/2023
143,900
1.80
APE
Sell
8/14/2023
406,000
2.17
APE
Sell
8/14/2023
406,000
2.29
APE
Sell
8/14/2023
28,400
2.07
APE
Sell
8/14/2023
811,900
2.08
APE
Sell
8/14/2023
70,100
2.29
APE
Sell
8/14/2023
70,100
2.17
APE
Sell
8/14/20 23
4,900
2.07
APE
Sell
8/14/2023
840,800
2.05
APE
Sell
8/14/2023
4,871,400
2.05
APE
Sell
8/14/2023
140,100
2.08
APE
Sell
8/15/2023
1,428,100
2.15
APE
Sell
8/16/2023
95,200
2.16
APE
Sell
8/16/2023
2,760,900
2.14
APE
Sell
8/17/2023
2,856,100
2.19
 

Corbin Opportunity Fund, L.P.
 
Security
Trans. Type
Trade Date
Quantity
Price
APE
Sell
6/29/2023
2,200
1.78
APE
Buy
6/30/2023
2,600
1.74
APE
Buy
6/30/2023
100
1.70
APE
Sell
8/7/2023
2,868
1.72
APE
Sell
8/7/2023
34,332
1.73
APE
Sell
8/8/2023
24,800
1.80
APE
Sell
8/11/2023
6,100
2.30
APE
Sell
8/11/2023
12,763
1.80
APE
Sell
8/11/2023
12,400
2.11
APE
Sell
8/14/2023
6,100
2.17
APE
Sell
8/14/2023
6,100
2.29
APE
Sell
8/14/2023
454
2.07
APE
Sell
8/14/2023
12,400
2.08
APE
Sell
8/14/2023
74,400
2.05
APE
Sell
8/15/2023
18,600
2.15
APE
Sell
8/16/2023
1,200
2.16
APE
Sell
8/16/2023
36,000
2.14
APE
Sell
8/17/2023
37,200
2.19
 
Corbin ERISA Opportunity Fund, Ltd
 
Security
Trans. Type
Trade Date
Quantity
Price
APE
Sell
6/29/2023
6,300
1.78
APE
Buy
6/30/2023
200
1.70
APE
Buy
6/30/2023
8,100
1.74
APE
Sell
8/7/2023
8,400
1.72
APE
Sell
8/7/2023
98,400
1.73
APE
Sell
8/8/2023
71,200
1.80
APE
Sell
8/11/2023
35,600
2.11
APE
Sell
8/11/2023
36,500
1.80
APE
Sell
8/11/2023
17,800
2.30
APE
Sell
8/14/2023
17,800
2.29
APE
Sell
8/14/2023
17,800
2.17
APE
Sell
8/14/2023
1,200
2.07
APE
Sell
8/14/2023
35,600
2.08
APE
Sell
8/14/2023
213,400
2.05
APE
Sell
8/15/2023
53,300
2.15
APE
Sell
8/16/2023
103,100
2.14
APE
Sell
8/16/2023
3,600
2.16
APE
Sell
8/17/2023
106,700
2.19