AMC Networks Announces Early Results and Upsizing of Tender Offer for its 4.25% Senior Notes due 2029

NEW YORK, July 02, 2025 (GLOBE NEWSWIRE) -- AMC Networks Inc. (NASDAQ:AMCX) (the "Company") announced the early results, as of 5:00 p.m. New York City time, on July 1, 2025 (the "Early Tender Date") of its previously announced cash tender offer (the "Offer") to purchase its outstanding 4.25% Senior Notes due 2029 (the "Notes") and that it has amended the Offer by increasing the maximum aggregate principal amount of Notes it may purchase in the Offer from $450,000,000 to $600,000,000 (the "Maximum Tender Amount").

The terms and conditions of the Offer are described in an Offer to Purchase, dated June 17, 2025 (as amended and supplemented by this news release, 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sets forth certain terms of the Offer and the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date:

(1) As of the date of the Offer to Purchase.

(2) Rounded to the nearest tenth of a percent for presentation purposes.

Because the aggregate principal amount of Notes validly tendered at or prior to the Early Tender Date exceeded the Maximum Tender Amount, the Notes validly tendered and not validly withdrawn will be accepted subject to the Maximum Tender Amount and proration factor set forth in the table above. Notes not accepted for purchase will be promptly returned in accordance with the Offer to Purchase. The Company will accept for purchase the aggregate principal amount of Notes validly tendered before the Early Tender Date as set forth in the table above.

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 July 3, 2025, the second business day following the Early Tender Date, or as promptly as practicable thereafter (the "Early Settlement Date"). As previously announced, the Total Consideration (as defined in the Offer to Purchase) is $815 per $1,000 principal amount of Notes. The Total Consideration includes an Early Tender Premium (as defined in the Offer to Purchase) of $50 per $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Withdrawal Deadline (as defined in the Offer to Purchase). 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.

Pursuant to the terms of the Offer, the Withdrawal Deadline (as defined in the Offer to Purchase) expired at 5:00 p.m., New York City time, on July 1, 2025. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal or revocation rights are required by law.

Although the Offer is scheduled to expire at 5:00 p.m., New York City time, on July 17, 2025 (such date and time, the "Expiration Date"), because Notes validly tendered and not validly withdrawn Notes at or prior to the Early Tender Date exceeded the Maximum Tender Amount, the Company does not expect to accept for purchase any Notes tendered after the Early Tender Date, to have a Final Settlement Date (as defined in the Offer to Purchase) or to issue a press release upon the expiration of the Offer. 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 Early 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 $400,000,000 in aggregate principal amount of its senior secured notes due 2032, which, together with cash on hand or other immediately available funds, 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 and the co-dealer manager for the Offer is J.P. Morgan. Any questions regarding the terms of the Offer should be directed to BofA Securities at (toll-free) (888) 292-0070 or (980) 388-3646. Any questions regarding procedures for tendering Notes should be directed to the Information Agent for the Offer, D.F. King & Co., Inc., toll-free at (800) 967-7635 (banks and brokers call (212) 257-2028)) or via email at [email protected]. 

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 (which includes U.S. distribution and sales responsibilities for BBC News), IFC, SundanceTV and We TV; and film distribution labels Independent Film Company 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 timing, terms and completion of the Offer and the timing, terms and completion of 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.

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