AMC Entertainment Inc. And Loews Cineplex Entertainment Corporation To Merge

24-Jun-05

AMC Entertainment Inc. and Loews Cineplex Entertainment Corporation announced that they have entered into a definitive merger agreement that would result in the combination of their businesses and the merger of AMC Entertainment Inc. and Loews Cineplex Entertainment Corporation. The merger agreement also provides for the merger of their respective holding companies, Marquee Holdings Inc. and LCE Holdings, Inc., with Marquee Holdings Inc., which is controlled by affiliates of J.P. Morgan Partners, LLC and Apollo Management, L.P., continuing as the holding company for the merged businesses. The current stockholders of LCE Holdings, Inc., including affiliates of Bain Capital Partners, The Carlyle Group and Spectrum Equity Investors, would hold approximately 40% of the outstanding capital stock of the continuing holding company.  The merged company, to be called AMC Entertainment Inc., will be headquartered in Kansas City, Missouri, and will own, manage or have interests in approximately 450 theatres with about 5,900 screens in 30 states and 13 countries. Peter C. Brown, AMC Chairman of the Board, Chief Executive Officer and President, will remain in this role in the merged company. When combined, the company will have approximately 24,000 associates serving more than 280 million guests annually. An integration committee will be formed in which Travis E. Reid, President and Chief Executive Officer of Loews Cineplex Entertainment Corporation, and Brown will serve as co-chairs. The integration committee also will include representatives of the two sponsor groups. ""This merger is a combination of the oldest and most respected names in the business--AMC and Loews,"" said Brown. ""The transaction provides us with a unique opportunity to blend the best practices of two remarkable organizations as we create an extraordinary company."" Reid said: ""This merger is a historic moment in the exhibition industry. We are bringing together two companies with long-standing traditions of innovation and leadership, as well as cultures that focus on the highest quality guest service. Peter and his team have done a great job leading AMC, and I look forward to working with them."" The companies plan to refinance their senior credit facilities in connection with the closing of the merger. The merger will not constitute a change of control for purposes of the outstanding senior notes of Marquee Holdings Inc. or the outstanding senior notes or senior subordinated notes of AMC Entertainment Inc. While it has not yet been determined whether the merger will require a change of control repurchase offer under Loews Cineplex Entertainment Corporation's outstanding 9% Senior Subordinated Notes due 2014, the companies have secured commitments to refinance such notes to the extent that such an offer is required under the indenture governing such notes. Completion of the merger is subject to the satisfaction of customary closing conditions for transactions of this type, including antitrust approval and completion of financing. It is anticipated that the merger will close within six to nine months.

Read More:
http://www.amctheaters.com
http://www.enjoytheshow.com