AMC Networks Announces Early Results of Tender Offer for Any and All 4.75% Senior Notes due 2025
April 05 2024 - 7:05PM
AMC Networks Inc. (Nasdaq: AMCX) (the “Company”) announced the
early results, as of 5:00 p.m. New York City time, on April 5, 2024
(the “Early Tender Date”) of its previously announced cash tender
offer (the “Offer”) to purchase any and all of its outstanding
4.75% Senior Notes due 2025 (the “Notes”).
The terms and conditions of the Offer are described in an Offer
to Purchase, dated March 25, 2024 (the “Offer to Purchase”), which
was previously distributed to holders of the Notes. As set forth in
the Offer to Purchase, the Company reserves the right to (i) waive
any and all conditions to the Offer as permitted by law, (ii)
extend or terminate the Offer or (iii) otherwise amend the
Offer.
The following table sets forth certain terms of the Offer and
the aggregate principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Date:
|
|
|
|
Dollars per $1,000 Principal Amount of Notes |
Title of Notes |
CUSIP Number /ISIN |
Aggregate Principal Amount
Outstanding(1) |
Aggregate Principal Amount Tendered at the Early Tender
Date |
Tender Offer
Consideration(2) |
Early Tender Premium |
Total
Consideration(2)(3) |
4.75% Senior Notes due 2025 |
00164V AE3 /US00164VAE39 |
$774,729,000 |
$624,346,000 |
$970 |
$30 |
$1,000 |
(1) |
As of the date of the Offer to Purchase. |
(2) |
Holders will also receive accrued and unpaid interest from the last
interest payment with respect to the Notes accepted for
purchase to, but not including, the Early Settlement Date or the
Final Settlement Date, as applicable. |
(3) |
Includes the Early Tender Premium. |
Substantially concurrently with commencement of the Offer, the
Company issued a conditional notice of redemption to holders of the
Notes to redeem any and all Notes that remain outstanding after
completion of the Offer at a price of 100.000% of their principal
amount, plus accrued and unpaid interest to, but not including, the
redemption date.
The Offer will expire at 5:00 p.m., New York City time, on April
22, 2024, unless extended or earlier terminated by the Company
(such date and time, as it may be extended, the “Expiration Date”).
Holders of Notes that are validly tendered after the Early Tender
Date and on or prior to the Expiration Date and accepted for
purchase by the Company pursuant to the Offer will receive the
Tender Offer Consideration set forth in the table above. No tenders
submitted after the Expiration Date will be valid. The deadline for
holders to validly withdraw tenders of Notes was 5:00
p.m., New York City time, on April 5, 2024.
Accordingly, Notes tendered in the Offer may no longer be
withdrawn, except in certain limited circumstances where additional
withdrawal or revocation rights are required by law.
Subject to all conditions to the Offer having been either
satisfied or waived, all Notes validly tendered and accepted for
purchase pursuant to the Offer will receive the applicable
consideration set forth in the table above, plus accrued and unpaid
interest on such Notes from the last interest payment date with
respect to the Notes to, but not including, the applicable
Settlement Date (as defined below).
Payment for any Notes validly tendered at or prior to the Early
Tender Date will be made on the settlement date that is expected to
be April 9, 2024, the second business day following the Early
Tender Date, or as promptly as practicable thereafter (the “Early
Settlement Date”). Payment for any Notes validly tendered after the
Early Tender Date and at or prior to the Expiration Date will be
made on the settlement date that is expected to be the business day
following the Expiration Date, or as promptly as practicable
thereafter (the “Final Settlement Date”). The Early Settlement Date
and the Final Settlement Date will subject to all conditions to the
Offer having been satisfied or waived by us, and assuming we accept
for purchase Notes validly tendered pursuant to the Offer.
The consummation of the Offer is not conditioned upon any
minimum amount of Notes being tendered. However, the Offer is
subject to, and conditioned upon, the satisfaction or waiver of
certain conditions described in the Offer to Purchase, including
the Company having raised net proceeds from its concurrently
commenced offering of its senior secured notes due 2029, which are
sufficient to fund the purchase of the Notes validly tendered and
accepted for purchase in the Offer.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation, or sale would be unlawful. The
Offer is being made solely pursuant to terms and conditions set
forth in the Offer to Purchase.
The lead dealer manager for the Offer is BofA Securities, Inc.
and the co-dealer managers for the Offer are J.P. Morgan Securities
LLC and Citigroup Global Markets Inc. Any questions regarding the
terms of the Offer should be directed to BofA Securities, Inc. at
(toll-free) (888) 292-0070 or (980) 388-3646. Any questions
regarding procedures for tendering Notes and requests for documents
should be directed to the Information Agent for the Offer, D.F.
King & Co., Inc., toll-free at (800) 967-4617 (banks and
brokers call (212) 269-5550).
About AMC Networks
Inc.
AMC Networks (Nasdaq: AMCX) is home to many of the greatest
stories and characters in TV and film and the premier destination
for passionate and engaged fan communities around the world. The
company creates and curates celebrated series and films across
distinct brands and makes them available to audiences everywhere.
Its portfolio includes targeted streaming services AMC+, Acorn TV,
Shudder, Sundance Now, ALLBLK and HIDIVE; cable networks AMC, BBC
AMERICA (operated through a joint venture with BBC Studios, which
includes U.S. distribution and sales responsibilities for BBC
News), IFC, SundanceTV and WE tv; and film distribution labels IFC
Films and RLJE Films. The company also operates AMC Studios, its
in-house studio, production and distribution operation behind
acclaimed and fan-favorite original franchises including The
Walking Dead Universe and the Anne Rice Immortal Universe; and AMC
Networks International, its international programming business.
This press release may contain statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
concerning the terms and timing of the Offer, the redemption of any
Notes that remain outstanding after completion of the Offer and the
Company’s offering of senior secured notes. These statements are
based on management’s current expectations and are subject to
uncertainty and changes in circumstances. Investors are cautioned
that any such forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties
and that actual results or developments may differ materially from
those in the forward-looking statements as a result of various
factors, including financial community and rating agency
perceptions of the Company and its business, operations, financial
condition and the industries in which it operates and the factors
described in the Company’s filings with the Securities and Exchange
Commission, including the sections titled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” contained therein. The Company disclaims any
obligation to update any forward-looking statements contained
herein.
Contacts:
Investor RelationsNicholas
Seibertnicholas.seibert@amcnetworks.com |
Corporate CommunicationsGeorgia
Juvelisgeorgia.juvelis@amcnetworks.com |
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