AMC Networks Announces Preliminary Results of Modified Dutch Auction Tender Offer
October 15 2020 - 7:00AM
AMC Networks Inc. (“AMC Networks” or the “Company”) (NASDAQ: AMCX)
today announced the preliminary results of its modified Dutch
auction tender offer, which expired at 12:00 midnight, New York
City time, on October 14, 2020.
Based on the preliminary count by Equiniti Trust
Company, the depositary for the tender offer (the “Depositary”), a
total of 10,912,396 shares of AMC Networks’ Class A common stock,
par value $0.01 per share (the “Class A Shares”), were properly
tendered and not properly withdrawn at or below the purchase price
of $23.20 per Class A Share, including 7,072,908 Class A Shares
that were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of
the tender offer and based on the preliminary count by the
Depositary, AMC Networks expects to accept for purchase, at a price
of $23.20 per Class A Share, approximately 10,912,396 Class A
Shares properly tendered at or below the purchase price and not
properly withdrawn before the expiration date, for an aggregate
cost of approximately $253,167,587, excluding fees and expenses
relating to the tender offer. Included in the 10,912,396 Class A
Shares AMC Networks expects to accept for purchase in the tender
offer are approximately 136,534 Class A Shares that AMC Networks
has elected to purchase pursuant to its right to purchase up to an
additional 2% of its outstanding Class A Shares. As AMC Networks
expects to accept for purchase all the Class A Shares that were
properly tendered and not properly withdrawn at a price at or below
$23.20, AMC Networks expects there to be no proration factor. The
Class A Shares expected to be purchased represent approximately
26.9 percent of the Class A Shares issued and outstanding as of
October 13, 2020. The Company will pay for the Class A Share
repurchases with available cash.
The number of Class A Shares to be purchased and
the purchase price are preliminary and subject to change. The
preliminary information contained in this press release is subject
to confirmation by the Depositary and is based on the assumption
that all Class A Shares tendered through notice of guaranteed
delivery will be delivered within the two trading day settlement
period. The final number of Class A Shares to be purchased and the
final purchase price per share will be announced following the
expiration of the guaranteed delivery period and completion by the
Depositary of the confirmation process. Payment for the Class A
Shares accepted for purchase under the tender offer, and return of
all other Class A Shares tendered and not purchased, will occur
promptly thereafter.
BofA Securities, Inc. and Citigroup Global
Markets Inc. acted as joint dealer managers for the tender offer,
D.F. King & Co., Inc. acted as information agent for the
tender offer and Equiniti Trust Company acted as the depositary for
the tender offer. Stockholders who have questions or would like
additional information about the tender offer may contact 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.
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.
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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