AMC Entertainment Holdings Inc. (AMC) on Thursday unveiled an agreed $1.1 billion cash-and-debt offer that will make it the country's biggest movie theater operator by buying Carmike Cinemas Inc. (CKEC) as consolidation among movie theaters continues.
After the close of trading, Leawood, Kan.-based AMC said it would pay $30 cash per Carmike share, a 19.5% premium to the target's Thursday close and valuing it at $737.9 million.
The agreement would give the combined company 679 theaters with a total 9,459 screens, projecting it past No. 1 cinema company Regal Entertainment Group, according to the National Association of Theater Owners' latest statistics. Knoxville, Tenn.-based Regal has 565 locations with 7,285 screens.
"Through this transaction we expect to unlock synergies, sufficient we believe to make this transaction accretive in 2017. AMC also gets to extend the reach of our innovative, guest-experience strategies to further transform the movie-going experience for millions of new guests," said AMC president and CEO Adam Aron in a statement.
AMC is spearheading a consolidation of not just cinemas but also key corners of the American film industry with the help of Chinese owner, Dalian Wanda Group Co. Ltd. In 2013, Wang Jianlin's huge property and services conglomerate bought 80% of AMC for $2.6 billion.
In July, AMC announced a $172 million agreement to buy Dallas-based Starplex Cinemas Inc. from private equity shop Trinity Hunt Partners LP, also of Dallas. The Deal at the time predicted that the Starplex agreement could lead to more cinema dealmaking, including an AMC approach for Carmike.
AMC closed its Starplex bid in December and then announced a January agreement for Hollywood film studio Legendary Entertainment for up to about $3.5 billion.
But AMC wasn't the only buyer: Carmike in October also bought Westlake Village, Calif.-based high-end theater operator Sundance Cinemas LLC for $36 million. Sundance was founded in 2005 by Robert Redford and Oaktree Capital Management LLC and operates five cinemas with 37 screens in San Francisco and West Hollywood, Calif., Houston, Seattle, and Madison, Wis.
AMC said its Thursday agreement for Carmike will allow it to save $35 million annually by axing overlapping back office functions. The combined company will be based at AMC's Kansas headquarters and led by AMC CEO Aron with AMC CFO Craig Ramsey retaining his role in the expanded group.
The deal isn't entirely unexpected as activist investor Oasis Management LLC in October unveiled a 5% stake in Columbus, Ga.-based Carmike and pushed it to "explore a sale". No. 1 Regal itself also looked for a buyer but called off the Morgan Stanley-led auction early last year after failing to find the right suitor.
The deal, expected to close by year-end, throws up at least one regulatory flag since it will at least partly unite movie theater advertising company National CineMedia Inc. (NCMI) with private equity-backed rival Screenvision LLC. Although listed, National CineMedia is 54% controlled by Regal, AMC and Plano, Tex.-based Cinemark Holdings Inc. (CNK) , the country's current No. 3 cinema operator. Meanwhile Screenvision is 20%-owned by Carmike with the remainder held by Burbank, Calif.-based Shamrock Capital Advisors LLC.
Just a year ago the Department of Justice rejected a $375 million takeover by National CineMedia for Screenvision because they would dominate the cinema advertising market.
AMC Thursday said the deal would lead to it "receiving substantial additional value" from National CineMedia but didn't elaborate further.
Citigroup Global Markets Inc. will provide financing for the deal and financial advice to AMC, with counsel from a Husch Blackwell LLP team led by Jim Ash.
A JPMorgan Securities LLC team led by John Richert and Jay Hoffman is acting as financial adviser to Carmike with a King and Spalding LLP team including Alan Prince, Bill Baxley, Justin King, Rob Leclerc, Cecilia Hong, Craig Lee and Carrie Ratliff. Jeff Spigel and John Carroll, John Sweet and Scott Petty providing legal advice.
Dan Ellis is the general counsel of Carmike and played a key role in leading the transaction for the Carmike team.
David Marcus contributed to this report.