AMC Investors Sue Antara Capital Over Short-Swing APE Profits

Antara Capital LP, which holds roughly 30% of the controversial APE preferred units issued by AMC Entertainment Holdings Inc., is facing federal securities litigation seeking the return of its alleged short-swing profits.

The lawsuit, filed by two AMC investors, accuses the hedge fund, its affiliates, and founder Himanshu Gulati of making more than $20 million on sales of APE units and AMC common stock purchased less than six months earlier. Federal securities laws require corporate leaders and major stockholders to give such short-swing profits back to the company, a rule meant to curb insider trading.

Antara didn’t immediately respond to a request for comment Wednesday.

The complaint in Manhattan federal court opens a new legal front in the bitter fight over the APE units, which have been been the subject of fierce litigation in Delaware’s Chancery Court since February. The case has pitted AMC and its leaders against many of the amateur investors who participated in the “meme stock” rally that rescued the movie theater chain from a pandemic-era bankruptcy.

The company issued the APE units in December—many of them to insiders and sophisticated institutional traders—and has been looking for a way to recapitalize by converting them into class A shares. AMC’s loan financing has been complicated by rising interest rates, and many of the retail investors either oppose a move that would dilute them or simply don’t vote on company proposals.

A Delaware judge is in the process of weighing whether to approve a class action settlement, valued at more than $100 million, that would let the APE conversion go forward while handing out extra stock—one class A share for every 7.5 held—to mitigate the dilution of ordinary investors. Dozens of shareholders have lined up to formally object to the deal at a hearing set for late June, and many others have written to the court to oppose it.

But roughly 70% of the common stockholders who voted on the original APE conversion plan in March—before the agreement was reached—were in favor, although a relatively small number of them participated. The APEs also supported the plan by a 9-to-1 margin. Antara has emerged as a villain in the eyes of many retail investors, who claim the company sold its huge bloc of APEs in an effort to stack the deck ahead of that vote.

The hedge fund said in a court filing last month that it has been getting threatening phone calls from people claiming to be AMC stockholders. That filing asked the Delaware judge to block the theater operator’s highly engaged base of retail investors from seeing confidential court files. It cited concerns that additional disclosures could “threaten the health and safety” of Antara employees. The judge ultimately gave the investors restricted access.

The new securities lawsuit was filed Tuesday in the US District Court for the Southern District of New York. The investors leading the case, Dennis Donoghue and Mark Rubenstein, said they made amend their roughly $20 million damages request as they learn more details about the trades they’re targeting.

The shareholders are represented by David Lopez of Southampton, N.Y., and Miriam Tauber of New York.

The case is Donoghue v. Antara Cap. Master Fund LP, S.D.N.Y., No. 23-cv-4985, complaint filed 6/13/23.