AMC Entertainment Agrees To Justice Dept Terms To Approve Carmike Sale

Updated with information from AMC conference call: AMC Entertainment cleared the last remaining hurdle in its $1.2 billion effort to buy Carmike Cinemas by agreeing to the terms Justice Department antitrust officials set to win their approval for the deal.

The Dalian Wanda Group-controlled exhibition chain plans to divest 15-20 theaters in 15 markets, sell most of its stake in National Cinemedia and transfer 24 theaters to NCM’s chief ad sales competitor — Screenvision.

“Needless to say, we are in a good mood in Leawood, Kansas,” AMC chief Adam Aron told analysts, referring to his company’s hometown.

He expects an “imminent” closing of the deal. “I cannot contain my enthusiasm that the Carmike acquisition is good to go,” Aron says.

The U.S. District Court for the District of Columbia will have to approve the terms. Per usual in cases like this, the Justice Department filed a suit there to block the sale — but with the proposed settlement.

“Moviegoers across the United States have benefited from head-to-head competition between AMC and Carmike that has kept ticket prices in check and delivered a higher quality movie experience,” Acting Assistant Attorney General Renata Hesse says. “Today’s settlement will ensure that movie theatre competition is preserved in 15 local markets where AMC and Carmike currently compete. In addition, by requiring AMC to reduce its equity stake in NCM, terminate its participation in NCM’s business, and transfer screens to Screenvision, the settlement will promote continued vigorous competition between the two leading cinema advertising networks – competition that the division fought to protect when it blocked the NCM-Screenvision merger.”

AMC owns 17.4% of NCM; Carmike is Screenvision’s biggest exhibition client and owns a 19% stake. The deal with the Justice Department will require AMC to reduce its stake in NCM to less than 5% and give up all governance in the ad sales company. It also must create firewalls to ensure that it doesn’t obtain, or transfer, competitively sensitive information from the companies.

AMC has 2 1/2 years to sell down its NCM stake; it has to drop below 15% within a year and 7.5% within two years.

The announcement of the planned change contributed to a 6.2% drop in NCM’s share price in afternoon trading.

“We’re not at all troubled by this NCM sell-down,” Aron says. It will “generate significant cash proceeds” that AMC will use to pay down debt, and “there always is the possibility of these monies helping to fund additional acquisitions.”

AMC plans to convert about half of the Screenvision shares it will acquire to non-voting status. The ad sales company will pick up five venues without an ad sales program that Carmike picked up last year when it bought Sundance Cinemas.

When it’s all done, “we are going to be the biggest client of Screenvision” and “remain a very important customer of NCM,” Aron says.

AMC has about 388 theaters with 5,295 screens in 33 states and the District of Columbia. Carmike has 271 movie theaters with 2,917 screens in 41 states.

Many Carmike venues will take on the AMC brand. But the company plans to have two brands — the second will be named in January — in communities where theaters overlap.

Communities where AMC will have to divest theaters include Montomery, Ala.; Destin and Miramar Beach, Fla.; Orange Park and Fleming Island, Fla.; Cumming, Ga.; Lithonia and Conyers, Ga.; Crestwood and Lansing, Ill.; Bloomington, Ill.; Peoria, Ill.; Grove Heights and Oakdale, Minn.; Mounds View, Minn.; Rockaway and Sparta, N.J.; Westfield, N.J.; Lawton, Okla.; Allentown, Penn.; and Madison, Wisc.

AMC can decide which theaters it will divest, and it expects most to come from Carmike’s circuit. The financial impact will be “modest, in the single-digit millions of dollars,” Aron says.

The venues to be unloaded include two that AMC picked up last year when it bought Starplex. It already is talking to a potential buyer and expects that deal to close within 60 days.

Last month Carmike shareholders overwhelmingly supported AMC’s $33.06 cash-and-stock offer. Aron said that he expected he’d have to divest “a limited number of theaters” to satisfy antitrust officials and had already begun looking for buyers.

AMC became the world’s largest exhibition company on November 30 when it closed its $1.2 billion deal to buy UK-based Odeon & UCI Cinemas from Guy Hands’ private investment firm Terra Firma.

Aron declined to answer directly a question about conversations with studios that want to offer new movies to home viewers within the 90-day period when most theaters want exclusive access.

“Diplomacy requires that my comments and my focus be about making more money for studios and for AMC rather than arguing about the split of what might be a static pie,” he says.

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