AMC Entertainment Holdings, Inc. (NYSE:AMC) entered into a definitive agreement to acquire Odeon and UCI Cinemas Holdings Limited from Terra Firma Capital Partners II, L.P. fund managed by Terra Firma Capital Partners Limited for $1.2 billion on July 12, 2016. The consideration comprised of $650 million for the equity, 75% in cash and 25% in stock consideration and the assumption of approximately $600 million of net debt of Odeon and UCI Cinemas Holdings Limited. As a part of the transaction the AMC Entertainment Holdings, Inc. will make adjustments to conform Odeon & UCI financial statements to US GAAP. Those adjustments primarily include currency translation and the adjustment of certain operating leases to capital and financing lease obligations, with those obligations totaling approximately $195 million in additional debt. The transaction has fully committed debt financing in place arranged by Citigroup Global Markets Inc. Permanent financing plan anticipates a mix of term loans and bonds, targeting leverage in the near-term of approximately 4.0x Adjusted EBITDA. Post-acquisition Odeon and UCI Cinemas Holdings Limited will continue to be headquartered in London and will operate as a subsidiary of AMC Entertainment Holdings, Inc. and will continue operating under its current brand names, Odeon in the UK & Ireland; UCI in Germany, Italy, Austria and Portugal; and Cinesa in Spain. Odeon and UCI Cinemas Holdings Limited will continue to be led by Paul Donovan, Group Chief Executive Officer and his management team. The completion of the transaction is subject to antitrust clearance by the European Commission and consultation with the European Works Council and can be terminated if approval is not received by January 31, 2017. The transaction is expected to close by the end of December 31, 2016. AMC Entertainment announced on October 20, 2016, that it intends to offer, subject to market and other conditions, approximately $900 million aggregate principal amount of dollar-denominated Senior Subordinated Notes due 2026 and sterling-denominated Senior Subordinated Notes due 2024 through a private offering. he Company also intends to offer approximately $500 million principal amount dollar-denominated "B" term loans due 2023 via a new "B" incremental term loan tranche under its existing credit agreement. The net proceeds from the Notes offering, together with the borrowings under the New Term Loans, cash on hand and other sources are intended to be used to fund the acquisitions of Odeon & UCI Cinemas Holdings Limited. As on November 16, 2016 The European Commission has approved the deal. The deal is now expected to be completed on November 30, 2016. Citigroup Global Markets Inc. acted as exclusive financial advisor and Tom Leman and John Tyerman of Pinsent Masons LLP, James Ash, Kirstin Salzman, Shari Wright and Bert Seefeldt of Husch Blackwell LLP and Courtney Marcus and Corey Chivers of Weil, Gotshal & Manges LLP acted as legal advisor to AMC Entertainment Holdings, Inc. Goldman Sachs International acted as exclusive financial advisor and Charlie Geffen, Tony Downes, Sarah Leiper, Jessica Sullivan and Nigel Stacey of Gibson, Dunn & Crutcher LLP acted as legal advisors to Terra Firma. Gibson, Dunn & Crutcher LLP also acted as legal advisors to Odeon and UCI Cinemas Holdings Limited. Greg Leyshon, Mark Saunders and Michael Bell of Osborne Clarke acted as legal advisors for Odeon and UCI Cinemas. Tom Leman, John Tyerman, Tom Johnson, Emma Callow, James Kaye, Chris Watts, Adam Carney, Katy Peacock, Tobias Rodehau, Jörn Fingerhuth, Olivia Irrgang, Alexander Karst, Mathias Greupner, Igor Barabash, Thomas Wölfl, Martin Pils, and Linda Wüllner of Pinsent Masons acted as financial advisors for AMC. All conversions done on www.oanda.com. Douglas Ryder, William Sorbella, Michael Miller and Clement Smajda of Kirkland & Ellis represented Citigroup Global Markets as financial adviser to AMC Entertainment Holdings, Inc. AMC Entertainment Holdings, Inc. (NYSE:AMC) completed the acquisition of Odeon and UCI Cinemas Holdings Limited from Terra Firma Capital Partners II, L.P. fund managed by Terra Firma Capital Partners Limited on November 30, 2016. Paul Donovan has resigned as a Chief Financial Officer, Mark Way shall serve as President, AMC Europe and Managing Director of ODEON Cinemas Group, and Ian Shepherd is the Executive Vice President, AMC Europe and Chief Operating Officer of ODEON Cinemas Group.