AMC Mergers and Acquisitions Presentation Deck
Transaction Overview
Key
Transaction
Terms
Combined
Operating
Strategy
Closing
Conditions &
Timing
• Offer price of $33.06 per Carmike share
✓ 32% premium to Carmike's unaffected share price (1)
✓ 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
✓ Total Enterprise Value of $1.2 billion
✓ Enterprise Value / LTM Adj. EBITDA purchase multiple of 9.2x(2)
• Expect annual cost synergies of approximately $35 million
✓ Synergy adjusted Enterprise Value / LTM Adj. EBITDA purchase multiple of 6.8x(³)
• AMC will assume and / or refinance Carmike's debt and capital leases
●
• AMC and Carmike have signed an amended merger agreement, which has been
approved by the AMC and Carmike boards
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 regulatory approvals and other customary closing conditions
●
• Debt financing commitment is in place for both Carmike and Odeon
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Expected to close by the end of 2016
Note: Because the exchange ratio is fixed and the market value of AMC stock will fluctuate, the actual value of the merger consideration will fluctuate.
As of March 3, 2016.
amc (1)
(2) As of March 31, 2016. Net of stock based compensation ("SBC") and M&A expenses.
(3) As of March 31, 2016.
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(O
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