SEC Form SC 13D/A filed by AMC Entertainment Holdings Inc. (Amendment)

Washington, D.C. 20549

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Under the Securities Exchange Act of 1934*

(Amendment No. 5)

(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)

May 16, 2023

(Date of Event which Requires Filing of this Schedule)

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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).

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SCHEDULE 13D

(1) All percentages of APEs outstanding contained herein are based on 995,406,413 APEs outstanding as of May 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on May 5, 2023.

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
			145,702,848 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			145,702,848 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	145,702,848 (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)
	14.6% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Includes 145,702,848  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 May 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on May 5, 2023.

(1) Includes 145,702,848  APEs owned directly by Antara Capital Master Fund LP, 5,497,877 APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 1,797,590 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 May 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on May 5, 2023.

SCHEDULE 13D

(1) Includes 145,702,848  APEs owned directly by Antara Capital Master Fund LP, 5,497,877 APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 1,797,590 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 May 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on May 5, 2023.

SCHEDULE 13D

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
			152,998,315 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			152,998,315 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	152,998,315 (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)
	15.4% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Includes 145,702,848  APEs owned directly by Antara Capital Master Fund LP, 5,497,877 APEs owned directly by Corbin ERISA Opportunity Fund Ltd. and 1,797,590 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 May 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on May 5, 2023.

This Amendment No. 5 (“Amendment No. 5”) 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. 5. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

“Schedule I sets forth all other transactions that have occurred since Amendment No. 4 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 and 4 to the Schedule 13D, the “Additional Open Market Shares”).”

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 May 4, 2023, according to the Form 10-Q filed by the Issuer with the SEC on May 5, 2023.

 

(a) and (b)

 

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 152,998,315 APEs, representing 15.4% of the outstanding APEs.

 

(i) Antara Master Fund has shared voting and dispositive power over 145,702,848 APEs, representing 14.6% 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 145,702,848  APEs, representing 14.6% 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 152,998,315 APEs, representing 15.4% 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 152,998,315 APEs, representing 15.4% 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 152,998,315 APEs, representing 15.4% 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.

On May 16, 2023, Antara Master Fund undertook ordinary course rebalancing transactions that resulted in a transfer of APEs to Corbin ERISA Fund and Corbin Opportunity Fund. In connection with such rebalancing, the following transactions were consummated: (a) Corbin ERISA Fund purchased 3,080,599 APEs from Antara Master Fund for a per unit purchase price of $1.65 and (b) Corbin Opportunity Fund purchased 1,007,324 APEs from Antara Master Fund for a per unit purchase price of $1.65. Such transactions were effected as private purchases and sales.

 

(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.

 

Additional Open Market Shares

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