AMC Networks Inc. (NASDAQ: AMCX) today announced that on September
16, 2020 it plans to commence a “modified Dutch auction” tender
offer to purchase up to $250 million in value of its outstanding
Class A common stock, par value $0.01 per share (the “Class A
Shares”), at a price per Class A Share of not less than $22.50 and
not greater than $26.50. The Company also announced that its
Executive Chairman, Charles F. Dolan, is stepping down from that
position to become Chairman Emeritus and that James L. Dolan has
been elected as the Non-Executive Chairman of the Company’s Board
of Directors.
“AMC Networks has a strong financial position
and the proposed tender offer is a significant expression of
strength and the Board’s confidence in our company’s future,” said
Josh Sapan, president and chief executive officer. “The Dolans have
led this company from its inception, and both Charles and Jim have
provided vision, guidance and support through its long history of
growth and evolution. We look forward to their continued leadership
as AMC Networks continues to stand out in a crowded environment
through the strength and quality of our content and ability to
forge strong and lasting relationships with viewers and fans.”
Modified Dutch Auction Tender Offer
Details
AMC Networks Inc. plans to commence an offer to
purchase up to $250 million in value of Class A Shares at a price
per Class A Share of not less than $22.50 and not greater than
$26.50. The closing price of the Class A Shares on the Nasdaq Stock
Market today was $20.77 per Class A Share. The “modified Dutch
auction” tender offer is expected to commence on September 16,
2020, and is intended to expire at 12:00 midnight, New York City
time, at the end of Wednesday, October 14, 2020, unless the offer
is extended. Tenders of Class A Shares must be made prior to the
expiration of the tender offer and may be withdrawn at any time
prior to the expiration time, in each case, in accordance with the
procedures described in the tender offer materials. The Company
intends to pay for the shares repurchased in the tender offer with
available cash.
A “modified Dutch auction” tender offer allows
stockholders to indicate how much stock and at what price within
the specified offer range they wish to tender their stock. Based on
the number of Class A Shares tendered and the prices specified by
the tendering stockholders, AMC Networks will determine the lowest
price per Class A Share within the specified range that will enable
it to purchase $250 million of Class A Shares at such price, or
such lesser number of Class A Shares that are tendered and not
withdrawn (the “Final Purchase Price”), subject to the terms of the
tender offer. All Class A Shares purchased by AMC Networks in the
tender offer will be purchased at the same price.
If, based on the Final Purchase Price, more than
$250 million in value of Class A Shares (or such greater number of
Class A Shares as AMC Networks may choose to purchase without
amending or extending the tender offer) are properly tendered and
not properly withdrawn, AMC Networks will purchase shares tendered
at or below the Final Purchase Price on a pro rata basis, subject
to certain “odd lot” priority and conditional tender
provisions.
Stockholders whose Class A Shares are purchased
in the tender offer will be paid the determined purchase price in
cash, less any applicable withholding taxes and without interest,
after the expiration of the tender offer. The Company believes that
the “modified Dutch auction” tender offer provides its stockholders
with the opportunity to tender all or a portion of their Class A
Shares, and thereby receive a return of some or all of their
investment in the Company, if they so elect.
The tender offer will not be contingent upon the
receipt of financing or any minimum number of Class A Shares being
tendered. However, the tender offer is subject to a number of other
terms and conditions, which will be described in detail in the
offer to purchase for the tender offer. Specific instructions and a
complete explanation of the terms and conditions of the tender
offer will be contained in the offer to purchase, the related
letter of transmittal and other related materials, which will be
mailed to stockholders of record promptly after commencement of the
tender offer.
While the Company’s Board of Directors has
authorized the Company to make the tender offer, neither the
Company, its Board of Directors, the joint dealer managers, the
information agent, nor the depositary makes any recommendation as
to whether to tender or refrain from tendering Class A Shares or as
to the price at which to tender them. The Company has not
authorized any person to make any such recommendation. Stockholders
must make their own decision as to whether to tender their Class A
Shares and, if so, how many Class A Shares to tender and the
purchase price or purchase prices at which they will tender them.
In doing so, stockholders should consult their own financial and
tax advisors and read carefully and evaluate the information in the
tender offer documents, when available.
The joint dealer managers for the tender offer
are BofA Securities, Inc. and Citigroup Global Markets Inc. D.F.
King & Co., Inc. is serving as information agent for the tender
offer and Equiniti Trust Company is serving as the depositary for
the tender offer. Once commenced, for all questions
relating to the tender offer, please call the information agent, D.
F. King & Co., Inc. toll-free at
(877) 478-5043; banks and brokers may call D.F. King at
(212) 269-5550 or the joint dealer managers, BofA
Securities, Inc. and Citigroup Global Markets Inc. at
(888) 803-9655 and (877) 531-8365, respectively.
Additional Information Regarding the Tender
OfferThe tender offer described in this communication (the “Offer”)
has not yet commenced. This communication is for informational
purposes only. This communication is not a recommendation to buy or
sell AMC Networks Class A Shares or any other securities, and it is
neither an offer to purchase nor a solicitation of an offer to sell
AMC Networks Class A Shares or any other securities. On the
commencement date of the Offer, AMC Networks will file a tender
offer statement on Schedule TO, including an offer to purchase,
letter of transmittal and related materials, with the United States
Securities and Exchange Commission (the “SEC”). The Offer will only
be made pursuant to the offer to purchase, letter of transmittal
and related materials filed as a part of the Schedule TO.
Stockholders should read carefully the offer to purchase, letter of
transmittal and related materials because they contain important
information, including the various terms of, and conditions to, the
Offer. Once the Offer is commenced, stockholders will be able to
obtain a free copy of the tender offer statement on Schedule TO,
the offer to purchase, letter of transmittal and other documents
that AMC Networks will be filing with the SEC at the SEC’s website
at www.sec.gov or from AMC Networks’ website
at http://www.amcnetworks.com or from the information
agent for the tender offer.
About AMC Networks Inc.AMC Networks is a global
entertainment company known for delivering high-quality content to
audiences and a valuable platform to distributors and advertisers.
The Company, which operates several of the most recognizable brands
in entertainment, manages its business through two operating
segments: (i) National Networks, which principally includes AMC,
BBC AMERICA, IFC, SundanceTV and WE tv; and AMC Studios, the
Company’s television production business; and (ii) International
and Other, which principally includes AMC Networks International,
the Company’s international programming business; AMC Networks
SVOD, the Company's targeted subscription streaming services, Acorn
TV, Shudder, Sundance Now and UMC (Urban Movie Channel); Levity
Entertainment Group, the Company’s production services and comedy
venues business; and IFC Films, the Company's independent film
distribution business. For more information on AMC Networks, please
visit the Company’s website at www.amcnetworks.com.
Forward Looking StatementsThis 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
industry 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 RelationsSeth Zaslow (646)
273-3766seth.zaslow@amcnetworks.com |
Corporate CommunicationsGeorgia Juvelis (917)
542-6390Georgia.juvelis@amcnetworks.com |
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