AMC: Bear-ly A Day's Rest...
Before Another Case Is Filed, and a Million Little Other Things
Just when you (I) think that you (I) might get a moment to rest … the universe (a law firm) comes along and files another law suit in the Court of Chancery against AMC Entertainment, Inc. Because, of course they do.
It always seemed like an inevitability that there would be a case filed by APE holders before this was all said and done. Even if it was non-sensical. Even if it seemed counterintuitive. Even if — as someone commented — “under normal circumstances it would be absolutely stupid for an APE to do that … it’s AMC, so yeah, it’s probably going to happen.” Well, yeah, it probably was, and it definitely did.
The case was actually filed Monday night minutes before 9pm but due to my favorite parts of File & Serve, none of us were any the wiser until nearly twenty hours later when the Register in Chancery decided to grace the world with its existence by accepting the filing and pushing it out to at least part of the public.
There are actually many other things to update you on that have been mostly going down in the comments section since the Opinion came out on Friday. First, an update to my previous post, which is to say that (of course) Vice Chancellor Zurn thought of everything. Although I didn’t know it on Friday because the Order hadn’t been pushed through File & Serve yet, so no one except the parties could see it (do you see a theme here?), it turned out that although the Opinion didn’t address the issue that I had raised previously (and perhaps obsessively) about the missing consolidated complaint and AMC not technically being a party to the operative complaint, that issue was (in fact) handled. First, in my defense, I only brought it up so much because I felt that the Vice Chancellor was dropping hints like … what’s something that’s dropped frequently? Flies? Why do flies drop? Anyway, like that.
When I read the Opinion but couldn’t see the accompanying Order, I was disappointed that there was no mention of the issue — it was just dropped. I felt like:
I couldn’t figure out how I had been so mistaken about something that had seemed to important to VCZ. Not to brag (okay, maybe a little), but it’s unlike me to misread something, or to be wrong like that. Well, it turned out, I hadn’t been wrong at all — VCZ had just found a different way of handling it that I admittedly hadn’t contemplated.
Enter, the Order. The addition of one Whereas clause, and the editing of another took care of the problem, without requiring another round of rejection and rigamarole.
With the clear addition of C.A. No. 2023-0216 to the Order, the definition of the Parties and the Claims got much-needed clarity. Let it never be said that VCZ prizes form over substance, or that she didn’t manage to do both efficiency and equity, because imho, she very easily could have required the parties themselves to make these changes, which would have caused additional delay but would have served very little purpose. Instead, she did the pragmatic thing, and made the changes herself. Et voilà, substantive problem solved, and settlement approved on the merits.
I’m sure there are other things that I said in the nearly one hundred comments to the last post. I’ll spare you the re-debrief here, and let you go dive in if you’re interested.
Everything You’ve Been Too Afraid To Ask
What’s that saying? All the things you always wanted to know about the reverse split and conversion but were too afraid to ask? Now all your questions are answered. It’s everything you ever wanted to know (or didn't) about the Reverse Split / Conversion and Settlement Consideration, and how to become part of this Class, should you so desire. It's (STILL!) not too late smh!
Read all about it in the 8-K that AMC released on Monday.
Please, please, please make sure to read the highlighted caveats and take them seriously.
You may or may not note some interesting implications about what might happen if you were to sell your AMC shares on various dates in the timeline, and what that would mean for your settlement consideration. All I can say is: it’s max chaos, always.
I want to tell you all the things about how you really need to know that the last day you can buy shares and get the settlement consideration is really NOT the 24th, but I’m not a financial advisor, and I do not want to give you financial advice, but also the company seems incredibly reticent, if not absolutely intensely opposed to actually saying what the last day you can purchase shares and receive the settlement consideration is, so I’m trying to figure out the best way to tell you without giving you financial advice is, and I don’t know why this is so fucking hard, but it’s probably lawyers’ fault.
Listen, here’s the OCC memo: it very clearly states that the 23rd is the EX-DIVIDEND DATE.
Please read the final piece here about ex-dividend dates very carefully:
Look, I’m not that afraid to say 1+1=2, since I know some of you are not great at math. It really looks to me like the last day you can purchase AMC shares and receive the settlement consideration is the 22nd. This is going to cause incredible chaos in the markets, because APEs are going to be trading through the 24th on a NON-split adjusted basis, while AMC will start trading on the 24th on a split-adjusted basis, but the conversion doesn’t happen until the 25th, and the consideration doesn’t go to record holders until the 28th, and beneficial holders: wen? ¯\_(ツ)_/¯
Not financial advice, none of it. But literally, if you don’t do a lot of actual non-Elon-type due diligence here, no matter how sophisticated you think you are, I can promise you one thing, you are going to get caught in a hella crossfire.
Anyway, back to something that I actually know fckall about: trying to get caught up on sleep and failing miserably, er, I mean, law.
Nary A Weekend’s Rest
With just a couple of days of something that I think was like rest and forgetting about the AMC Entertainment case under my belt (I did see the Barbie movie, because apparently I can’t give my brain an actual rest from theatre-related things), aside from the expected and fairly uneventful 8-K filing, Monday passed without obvious disruption on the shores of the AM-seas.
But alas, ‘twas short lived. Monday night, without our knowing it, the gears were turning, the machinations running hard, all under the cover of darkness. Let’s dig in to everything that’s been happening.