The terms and conditions of the Offers are described in an Offer to Purchase, dated
The following table summarizes the material terms of the Offers and the aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date. 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, in each case without extending the Early Tender Date, the Withdrawal Date or the Expiration Date (as defined below) for the Offers or otherwise reinstating withdrawal or revocation rights of Holders (as defined below), subject to 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 exercise its right to increase the Aggregate Maximum Tender Amount or the Tender Cap. If the Company does increase the Aggregate Maximum Tender Amount and/or the Tender Cap, it does not expect to extend the Withdrawal Date, subject to applicable law.
Tendered at the
Early Tender Date
|Tender Offer Consideration(2)||Early
|5.00% Senior Notes due 2024
||00164V AD5 /
|4.75% Senior Notes due 2025||00164V AE3 /
|(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 Final Settlement Date.|
|(3) Includes the Early Tender Premium.|
The consummation of the Offers is 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 Offers will expire at
Subject to all conditions to the Offers having been either satisfied or waived, the Company will purchase Notes that have been validly tendered and not validly withdrawn and on or prior to the Expiration Date, subject to the Aggregate Maximum Tender Amount and the Tender Cap. Registered holders (each, a “Holder” and, collectively, the “Holders”) of all Notes validly tendered and accepted for purchase pursuant to the Offers will receive accrued and unpaid interest on such Notes from the last date on which interest has been paid to, but excluding, the settlement date for the Offers.
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 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
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
Source: AMC Networks Inc.