By Jody Godoy
(Reuters) – A months-long battle between retail investors and AMC Entertainment Holdings over a stock conversion plan will come to a head on Thursday at an unusual two-day court hearing in Delaware that may be critical to the cinema chain’s survival.
A judge on the Court of Chancery will consider approving a class action settlement, a step that is normally routine. The deal provides AMC common stock holders with shares worth an estimated $129 million to resolve allegations the company rigged a shareholder vote against them.
But nothing is routine about AMC, a “meme” stock that was part of a social media-fueled trading frenzy in 2021 along with other companies such as Gamestop.
The company was sued in February for allegedly rigging a shareholder vote that would allow AMC to convert preferred stock to common stock and issue hundreds of millions of new shares.
The conversion would dilute the common stockholders’ ownership, but allow AMC to pay down some of its $5.1 billion in debt.
AMC has told investors it is burning cash at an unsustainable rate and warned that an inability to raise capital could force the company into bankruptcy.
It cannot carry out its plan to do so until the litigation has been resolved. Objections to class action settlements are rare but the court received more than 2,800 objections to the agreement.
Many objectors sought permission to opt out of the settlement and sue on their own behalf, dismissing AMC’s dire financial predictions as “fear tactics.”
The Leawood, Kansas-based cinema chain operates over 900 theaters globally. AMC beat revenue estimates in the first quarter and expressed optimism that box office sales would continue to pick up into 2024.
An AMC spokesperson and attorneys for the investors leading the lawsuit did not immediately respond to requests for comment.
The investors, a Pennsylvania pension fund and an individual shareholder, had initially asked Delaware Vice Chancellor Morgan Zurn to block holders of preferred stock from the vote which was structured in their favor.
Now, they say in court papers that while AMC won the vote through “heavy-handed” tactics and “financial trickery,” the settlement compensates common stock holders without risking AMC’s future.
They urged the judge to reject the objections of a “tiny minority” of AMC’s 3.8 million stockholders.
“The same social-media engagement that once saved AMC is now a frenzy seeking to block the only avenue for common stockholders to receive consideration,” they said.
The case is In re: AMC Entertainment Holdings Inc. Stockholder Litigation, No. 2023-0215, in the Delaware Court of Chancery.
(Reporting by Jody Godoy in New York; Editing by Tom Hals in Wilmington, Delaware and David Gregorio)
