Entry into a Material Definitive Agreement.
On February 8, 2021, AMC Networks Inc. (“AMC Networks”)
entered into Amendment No. 1 (“Amendment No. 1”) to the
Second Amended and Restated Credit Agreement, dated as of
July 28, 2017 (as amended by Amendment No. 1, the “Credit
Agreement”), in each case, among AMC Networks and its subsidiary,
AMC Network Entertainment LLC (“AMC Network Entertainment”), as the
initial borrowers (the “Borrowers”), certain of AMC Networks’
subsidiaries, as restricted subsidiaries, Bank of America, N.A., as
an L/C Issuer, the lenders party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent, Collateral Agent and an L/C
Amendment No. 1 extends the maturity dates of the Borrowers’
$675 million Term Loan A Facility and $500 million
Revolving Credit Facility under the Credit Agreement to
February 8, 2026, and makes certain other amendments to the
covenants and other provisions of the Credit Agreement.
All obligations under the Credit Agreement are guaranteed by
certain of the Borrowers’ existing and future domestic restricted
subsidiaries in accordance with the Credit Agreement. All
obligations under the Credit Agreement, including the guarantees of
those obligations, are secured by certain assets of the Borrowers
and certain of their subsidiaries.
The Credit Agreement contains certain affirmative and negative
covenants applicable to AMC Networks, AMC Network Entertainment and
AMC Networks’ restricted subsidiaries. These include restrictions
on AMC Networks’ and its restricted subsidiaries’ ability to incur
indebtedness, make investments in entities that are not “Restricted
Subsidiaries” (as defined in the Credit Agreement), place liens on
assets, dispose of assets, enter into certain affiliate
transactions and make certain restricted payments, including
restrictions on AMC Networks’ ability to pay dividends on its
common stock. The Credit Agreement also requires the Borrowers to
comply with certain financial covenants.
Amendment No. 1 has been filed as Exhibit 10.1 to this Current
Report on Form 8-K and the
description of Amendment No. 1 contained herein is qualified
in its entirety by reference to Amendment No. 1, which is
incorporated herein by reference.
Creation of a Direct Financial Obligation or an Obligation under an
Arrangement of a Registrant.
The information set forth in Item 1.01 above is hereby incorporated
by reference into this Item 2.03.
On February 8, 2021, AMC Networks issued, and certain of AMC
Networks’ subsidiaries (hereinafter, the “Guarantors”) guaranteed,
the 4.25% Senior Notes due 2029 (the “Notes”) in a registered
public offering pursuant to an Underwriting Agreement, dated
January 25, 2021 (the “Underwriting Agreement”), among AMC
Networks, the Guarantors, and J.P. Morgan Securities LLC, as
representative of the underwriters named in Schedule I thereto. AMC
Networks expects to use the net proceeds to redeem the remaining
$400 million principal amount of AMC Networks’ 4.75% Senior
Notes due 2022 at a redemption price of 100.000% and
$600 million principal amount of AMC Networks’ 5.00% Senior
Notes due 2024 at a redemption price of 102.500%, plus, in each
case, accrued interest to, but excluding, the date of redemption,
and to pay related expenses. The Notes were registered by AMC
Networks under the Securities Act of 1933, as amended, pursuant to
a registration statement on Form S-3 (File No. 333-234695). A copy of the
Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K.
The Notes were issued pursuant to the Indenture, dated as of
March 30, 2016 (the “Base Indenture”), as supplemented by the
Third Supplemental Indenture, dated as of February 8, 2021,
among AMC Networks, the Guarantors and U.S. Bank National
Association, as Trustee (the “Third Supplemental Indenture”).
The Notes will accrue interest at a rate of 4.25% per annum and
mature on February 15, 2029. Interest will be payable
semiannually on February 15 and August 15 of each year,
commencing on August 15, 2021. The Notes are AMC Networks’
general senior unsecured obligations and will rank equally with all
of AMC Networks’ and the Guarantors’ existing and future unsecured
and unsubordinated indebtedness, but will be effectively
subordinated to all of AMC Networks’ and the Guarantors’ existing
and future secured indebtedness, including all borrowings and
guarantees under the Credit Agreement, to the extent of the assets
securing that indebtedness.