Judge denies AMC settlement on stock conversion, shares surge

By Jody Godoy

(Reuters) -A judge on Friday blocked a proposed settlement on AMC Entertainment (NYSE:) Holdings’ stock conversion plan that would allow the company to issue more shares, sending its common shares soaring and preferred shares down in after-hours trading.

Delaware Vice Chancellor Morgan Zurn said in the ruling that she cannot approve the deal, which would provide AMC common stock holders with shares worth an estimated $129 million, because it would also settle potential claims by preferred shareholders who were not represented in the lawsuit.

AMC shares were up 69% at $7.44 in trading after the bell. Its preferred shares were down 20% at $1.43.

An attorney for the investors who filed the class action lawsuit and a spokesperson for AMC did not immediately reply to requests for comment on Friday.

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 investors who sued alleged AMC had enacted the plan to circumvent the will of common stock holders who opposed the company diluting their holdings.

Without the proposed settlement, common stockholders and preferred shareholders would end up owning 34.28% and 65.72% of AMC, respectively. Under the proposed settlement, common stockholders and preferred shareholders would own 37.15% and 62.85%, respectively.

While the deal would compensate common stock holders for the dilution, they had no right to settle potential claims by holders of preferred stock, Zurn wrote on Friday.

The settlement received more than 2,800 objections from shareholders, a level of interest Zurn called “unprecedented.”

“AMC’s stockholder base is extraordinary,” she said, adding many “care passionately about their stock ownership and the company.”

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.”

They did not raise the problem Zurn identified with releasing preferred shareholder claims.

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. Selling more shares would enable it to pay down some of its $5.1 billion in debt.

It cannot carry out its plan to do so until the litigation has been resolved.

Zurn’s decision sends the dispute back to the parties, who may decide to amend the proposed settlement and try again for approval.

The case is In re: AMC Entertainment Holdings Inc. Stockholder Litigation, No. 2023-0215, in the Delaware Court of Chancery.