AMC Investor Presentation Deck slide image

AMC Investor Presentation Deck

Transaction Overview: Carmike Key Transaction Terms Combined Operating Strategy Closing Conditions & Timing amc September 2016 (1) (2) ● • Transaction valued at approximately $1.2 billion Strictly Private & Confidential ✓ Shareholders can elect to receive $33.06 in cash or 1.0819 AMC shares per Carmike share ● ✓ Subject to proration such that the aggregate consideration is 70% in cash and 30% in AMC stock ✓ Cash consideration to seller of $586 million ✓ Stock consideration to seller of $244 million (1) ✓ AMC will assume and / or refinance Carmike's debt and capital leases ✓ Synergy adjusted Enterprise Value / LTM EBITDA purchase multiple of 6.8x(²) ● • Maintain two brands, one focused on large, urban areas and one focused on midsize non-urban areas • Eliminate redundant overhead costs Shareholder vote required only for Carmike • Subject to U.S. regulatory approvals and other customary closing conditions ● • Expected to close in the fourth quarter of 2016 Based on AMC share price as of 8/15/16. As of March 31, 2016. Net of stock based compensation and M&A expenses. 15
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