AMC Investor Presentation Deck slide image

AMC Investor Presentation Deck

Transaction Overview: Odeon & UCI Key Transaction Terms Combined Operating Strategy Closing Conditions & Timing amc September 2016 • Transaction valued at approximately £921 million (1) ● ✓ Cash consideration to seller of £375 million ✓ Stock consideration to seller of £125 million (2) ✓ Assumed net debt of £407 million (3) to be simultaneously refinanced at closing ✓9.1x Enterprise Value / LTM EBITDA (3) • Assuming a Dec 31, 2016 close, transaction valued at $1,199 million (4) Strictly Private & Confidential • Odeon & UCI will be headquartered in London and will operate as a subsidiary of AMC ✓Will continue to be led by current Odeon management team ✓ Maintain existing brand names (Odeon, UCI, and Cinesa) • Antitrust clearance by European Commission and subject to consultation with the European Works Council • Expected to close in the fourth quarter of 2016 (1) (3) (4) Includes approximately £14 million of employee incentive costs. Number of shares to seller to be set based on a formula prior to the date of closing. Based on Odeon public filings as of March 31, 2016. Based on GBP/USD spot rate of 1.30 as of July 5, 2016. 14
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