AMC Networks Inc. (Nasdaq: AMCX) (the “Company”) announced today
that it has commenced cash tender offers (together, the “Offers”
and each, individually, an “Offer”) to purchase up to $800,000,000
aggregate principal amount (as such amount may be increased by the
Company, the “Aggregate Maximum Tender Amount”) of its outstanding
5.00% Senior Notes due 2024 and 4.75% Senior Notes due 2025
(collectively, the “Notes”).
The terms and conditions of the Offers are described in an Offer
to Purchase, dated February 17, 2023 (the “Offer to Purchase”). The
Company intends to fund the Offers, including accrued interest and
fees and expenses payable in connection with the Offers, with
borrowings under a new senior secured term loan credit facility
and/or cash on hand.
The following table sets forth certain terms of the Offers:
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Dollars per $1,000 Principal Amount of Notes |
Title of Notes |
CUSIP Numbers /ISIN |
Aggregate Principal Amount
Outstanding(1) |
Tender Cap |
Acceptance Priority Level |
Tender Offer
Consideration(2) |
Early Tender Premium |
Total Consideration(2)(3) |
5.00% Senior Notes due 2024 |
00164V AD5 /US00164VAD55 |
$400,000,000 |
N/A |
1 |
$970 |
$30 |
$1,000 |
4.75% Senior Notes due 2025 |
00164V AE3 /US00164VAE39 |
$800,000,000 |
$400,000,000 |
2 |
$920 |
$30 |
$950 |
(1) As of the date of the Offer to Purchase.(2) Holders will
also receive accrued and unpaid interest from the applicable last
interest payment with respect to the Notes accepted for purchase
to, but not including, the Early Settlement Date (if any) or the
Final Settlement Date, as applicable.(3) Includes the Early Tender
Premium.
The Offers will expire at 5:00 p.m., New York City time, on
March 20, 2023, unless extended or earlier terminated by the
Company (the “Expiration Date”). No tenders submitted after the
Expiration Date will be valid.
Holders of Notes that are validly tendered (and not validly
withdrawn) at or prior to 5:00 p.m., New York City time, on March
3, 2023 (such date and time, as it may be extended, the “Early
Tender Date”) and accepted for purchase pursuant to the Offers will
receive the applicable Total Consideration for such series, which
includes the Early Tender Premium for such series of Notes set
forth in the table above (with respect to each series of Notes, the
“Early Tender Premium”). Holders of Notes tendering their Notes
after the Early Tender Date will only be eligible to receive the
applicable Tender Offer Consideration for such series of Notes set
forth in the table above (with respect to each series of Notes, the
“Tender Offer Consideration”), which is the applicable Total
Consideration less the applicable Early Tender Premium.
All Notes validly tendered and accepted for purchase pursuant to
the Offers will receive the applicable consideration set forth in
the table above, plus accrued and unpaid interest on such Notes
from the applicable last interest payment date with respect to
those Notes to, but not including, the applicable Settlement Date
(as defined below).
Tendered Notes may be withdrawn at or prior to 5:00 p.m., New
York City time, on March 3, 2023, unless extended by the Company
(such date and time, as it may be extended, the “Withdrawal Date”).
Holders of Notes who tender their Notes after the Withdrawal Date,
but prior to the Expiration Date, may not withdraw their tendered
Notes unless withdrawal rights are otherwise required by applicable
law.
The Company reserves the right, but is under no obligation, at
any point following the Early Tender Date and before the Expiration
Date, to accept for purchase any Notes validly tendered at or prior
to the Early Tender Date (with respect to each series of Notes, the
“Early Settlement Date”).The Early Settlement Date will be
determined at our option, subject to all conditions to the
applicable Offer having been satisfied or waived by us, and
assuming we accept for purchase Notes validly tendered pursuant to
the applicable Offer. If we exercise our option to have an Early
Settlement Date, we expect to make payment for any applicable Notes
validly tendered at or prior to the Early Tender Date and purchased
in the applicable Offer no later than March 13, 2023, which is the
sixth business day following the Early Tender Date. However, the
Early Settlement Date may be any business day following the Early
Tender Date and before the Expiration Date, at our option. If we do
not exercise our option to have an Early Settlement Date, payment
for any applicable Notes validly tendered at or prior to the Early
Tender Date and purchased in the applicable Offer 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 (with respect to each series of Notes, the “Final
Settlement Date”). Irrespective of whether we choose to exercise
our option to have an Early Settlement Date, payment for any
applicable Notes validly tendered after the Early Tender Date, but
at or prior to the Expiration Date, and purchased in the applicable
Offer will be made on the Final Settlement Date.
Subject to the Aggregate Maximum Tender Amount, the Tender Cap
and proration, the Notes accepted on any Settlement Date will be
accepted in accordance with their Acceptance Priority Level set
forth in the table above, with 1 being the higher Acceptance
Priority Level and 2 being the lower Acceptance Priority Level,
provided that Notes tendered at or prior to the Early Tender Date
will be accepted for purchase with priority over Notes tendered
after the Early Tender Date, but at or prior to the Expiration
Date, regardless of the priority of the series of such later
tendered Notes. In addition, no more than $400,000,000 aggregate
principal amount of the 2025 Notes will be purchased in the Offers
(as such amount may be increased by the Company, the “Tender
Cap”).
Acceptance for tenders of the 2025 Notes may be subject to
proration if the aggregate principal amount of the 2025 Notes
validly tendered and not validly withdrawn is greater than the
Tender Cap. Furthermore, if the Offer for the 2025 Notes is fully
subscribed as of the Early Tender Date, holders who validly tender
2025 Notes after the Early Tender Date will not have any of their
2025 Notes accepted for purchase.
The Company reserves the right, but is under no obligation, to
increase the Aggregate Maximum Tender Amount and/or the Tender Cap
at any time, subject to compliance with applicable law, which could
result in the Company purchasing a greater aggregate principal
amount of Notes in the Offers. There can be no assurance that the
Company will increase the Aggregate Maximum Tender Amount or the
Tender Cap. If the Company increases the Aggregate Maximum Tender
Amount and/or the Tender Cap, it does not expect to extend the
Withdrawal Date, subject to applicable law. Accordingly, Holders
should not tender Notes that they do not wish to have purchased in
the Offers.
The consummation of the Offers is not conditioned upon any
minimum amount of Notes being tendered. However, the Offers are
subject to, and conditioned upon, the satisfaction or waiver of
certain conditions described in the Offer to Purchase, including
the Company having obtained a new senior secured term loan credit
facility on terms and conditions satisfactory to the Company in an
amount sufficient, together with cash on hand, to fund the purchase
of the Notes validly tendered and accepted for purchase. The
Company intends to redeem any untendered 2024 Notes after the
completion of the Offers at the current call price for the 2024
Notes but is not obligated to do so and may elect not to do so.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities, nor shall it
constitute a notice of redemption under the indenture governing the
2024 Notes. No offer, solicitation, purchase or sale will be made
in any jurisdiction in which such offer, solicitation, or sale
would be unlawful. The Offers are being made solely pursuant to
terms and conditions set forth in the Offer to Purchase.
The lead dealer manager for the Offers is BofA Securities, Inc.
and the co-dealer managers for the Offers are J.P. Morgan
Securities LLC and Citigroup Global Markets Inc. Any questions
regarding the terms of the Offers should be directed to BofA
Securities, Inc. at (toll-free) (888) 292-0070 or (980) 388-3646,
J.P. Morgan Securities LLC at (toll-free) (866) 834-4666 or (212)
834-3554, or Citigroup Global Markets Inc. at (toll-free) (800)
558-3745 or (212) 723-6106. Any questions regarding procedures for
tendering Notes should be directed to the Information Agent for the
Offers, D.F. King & Co., Inc., toll-free at (866) 829-1035
(banks and brokers call (212) 269-5550).
About AMC Networks
Inc.
AMC Networks (Nasdaq: AMCX) is a global entertainment company
known for its popular and critically acclaimed content. Its brands
include targeted streaming services AMC+, Acorn TV, Shudder,
Sundance Now, ALLBLK and the anime-focused HIDIVE streaming
service, in addition to AMC, BBC AMERICA (operated through a joint
venture with BBC Studios), IFC, SundanceTV, WE tv, IFC Films and
RLJE Films. AMC Studios, the Company’s in-house studio, production
and distribution operation, is behind some of the biggest titles
and brands known to a global audience, including The Walking Dead,
the Anne Rice catalog and the Agatha Christie library. The Company
also operates AMC Networks International, its international
programming business, and 25/7 Media, its production services
business.
This press release may contain statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. 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 entitled “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: |
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Georgia JuvelisGeorgia.juvelis@amcnetworks.com917-542-6390 |
Nicholas SeibertNicholas.seibert@amcnetworks.com646-740-5749 |
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