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A $17.4 million deal has been reached to end a lawsuit from AMC investors accusing the company’s board of directors of illegally allowing its ex-majority shareholder Dalian Wanda Group to squeeze hundreds of millions of dollars out of AMC, according to a securities notice filed on Friday.
Funds from the settlement, the majority of which will be paid by AMC directors’ insurance carriers, will go back into the company. Wanda will fund $1.5 million of the deal.
“Because the Action was brought as a derivative action, which means that it was brought on behalf of and for the benefit of AMC, the benefits from the Settlement will go to the Company,” reads the filing. “Individual AMC stockholders will not receive any direct payment from the Settlement.”
The proposed class action revolved around a transaction involving AMC, Wanda and Silver Lake. In September 2018, AMC sold $600 million worth of convertible notes to private equity firm Silver Lake. It then used $421 million of the cash raised from the deal to buy at a premium more than 24 million shares held by Wanda. The deal gave Silver Lake a seat on AMC’s board and reduced Wanda’s ownership stake to 50.01 percent.
AMC investors claimed that the company’s directors, Wanda and Silver Lake entered into the agreement to help Wanda owner Wang Jianlin, who was under pressure from Chinese regulators to slash debt in overseas holdings. They weren’t allowed to vote on the deal.
“The transactions were not driven by the needs of the company or its public stockholders,” reads the complaint. “Rather, they were designed to solve a problem for AMC’s controller, Wanda, and Wanda’s controller, Wang. Starting in the spring of 2017, Chinese regulators began a crackdown on highly leveraged Chinese companies, including Wanda. Responding to the regulatory shift required Wanda to significantly reduce its outstanding debt.”
The lawsuit, filed in the Delaware Court of Chancery in April 2019, accused Wanda and the company’s board of directors of breaches of fiduciary duty and Silver Lake of assisting them.
Attorneys for the AMC investors agreed not to seek more than $4.2 million in fees, according to the SEC filing.
In 2012, Wanda acquired a majority stake in AMC for $2.6 billion. By 2021, Wanda had given up a majority stake in the company and had a voting stake of 9.8 percent as of last March.
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