UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2012 (October 21, 2012)
AMC NETWORKS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-35106 | 27-5403694 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 11 Penn Plaza, New York, NY | 10001 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212) 324-8500
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On October 21, 2012, VOOM HD Holdings LLC, f.k.a Rainbow HD Holdings LLC (“VOOM HD”), a subsidiary that is currently 80% owned by AMC Networks Inc. (the “Company”), and which, as described below, will become a 100% owned subsidiary of the Company as part of the settlement, and CSC Holdings, LLC, a wholly owned subsidiary of Cablevision Systems Corporation (“Cablevision”) entered into a confidential settlement agreement and release (the “Settlement Agreement”) with DISH Network L.L.C. f/k/a EchoStar Satellite L.L.C. (“DISH Network”), and for certain limited purposes, MSG Holdings, L.P., The Madison Square Garden Company and EchoStar Corporation, to settle litigation between VOOM HD and DISH Network involving various claims arising out of a joint venture between the parties.
The principal terms of the Settlement Agreement are as follows:
| 1. | DISH Network will pay $700 million to an account for the benefit of Cablevision and the Company, $80 million of which is in consideration for the purchase by DISH Network from a subsidiary of Cablevision of certain MVDDS spectrum licenses. |
| 2. | Simultaneously with the execution of the Settlement Agreement, DISH Network entered into a long term affiliation agreement with AMC Network Entertainment LLC, WE: Women’s Entertainment LLC, The Independent Film Channel, The Sundance Channel L.L.C. and Fuse Network LLC, a subsidiary of The Madison Square Garden Company. |
| 3. | An affiliate of DISH Network also agreed to convey its 20% membership interest in VOOM HD to Rainbow Programming Holdings LLC, a wholly owned subsidiary of the Company. |
As previously disclosed in the Company’s SEC filings, Cablevision and the Company entered into an agreement which provides that Cablevision, on the one hand, and the Company, on the other hand, will share equally in the proceeds (including in the value of any non-cash consideration) of any settlement of the litigation with DISH Network. Following the settlement, the allocation of the proceeds between Cablevision and the Company will be determined pursuant to the existing agreement between Cablevision and the Company relating to this litigation. The disclosure above updates the disclosure in the Company’s report on Form 10-Q for the quarterly period ended June 30, 2012, Note 7. Commitments and Contingencies.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit |
Item | |
| 99.1 | Press Release dated October 21, 2012 announcing “Cablevision and AMC Networks Announce Settlement in VOOM HD Litigation with DISH Network” | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMC NETWORKS INC. (Registrant) | ||||
| By: | /s/ Jamie Gallagher | |||
| Name: | Jamie Gallagher | |||
| Title: | Executive Vice President and General Counsel | |||
Dated: October 22, 2012
Exhibit 99.1
CABLEVISION AND AMC NETWORKS ANNOUNCE
SETTLEMENT IN VOOM HD LITIGATION WITH DISH NETWORK
BETHPAGE, N.Y., October 21, 2012 – Cablevision Systems Corporation (NYSE: CVC) and AMC Networks (NASDAQ: AMCX) today announced that they have settled their litigation with DISH Network LLC (NASDAQ: DISH) related to VOOM HD Holdings LLC. The lawsuit, VOOM HD Holdings LLC v. EchoStar Satellite LLC, was filed in the Supreme Court of the State of New York, County of New York.
The settlement agreements include the following components:
| • | DISH Network pays a cash settlement of $700 million to Cablevision and AMC Networks, $80 million of which is in consideration for the purchase of Cablevision’s multichannel video and data distribution service (MVDDS) licenses in 45 metropolitan areas in the U.S.; |
| • | DISH Network enters into a long-term distribution agreement with AMC Networks to carry AMC, IFC, Sundance Channel and WE tv, and with The Madison Square Garden Company to carry Fuse on its satellite service; and |
| • | DISH also conveys its 20-percent membership interest in VOOM HD to Rainbow Programming Holdings LLC (such that all of the cash settlement remains with Cablevision and AMC Networks). |
Promptly after payment of the cash settlement is received, the parties will file a joint stipulation to dismiss the lawsuit with prejudice. The allocation of the settlement proceeds between Cablevision and AMC Networks will be determined pursuant to the existing agreement relating to this litigation between the two companies.
Said Josh Sapan, President and CEO, AMC Networks: “We are glad to partner again with DISH Network and are delighted to bring back our popular channels and programming to their customers.”
About Cablevision
Cablevision Systems Corporation is one of the nation’s leading media and telecommunications companies. In addition to delivering its Optimum-branded cable, Internet, and voice offerings throughout the New York area, the Company owns and operates cable systems serving homes in four Western states. Cablevision’s local media properties include News 12 Networks, MSG Varsity and Newsday Media Group. Cablevision also owns and operates Clearview Cinemas. Additional information about Cablevision is available on the web at www.cablevision.com.
About AMC Networks Inc.
Dedicated to producing and distributing quality programming and content for more than 30 years, AMC Networks Inc. owns and operates several of the most popular and award-winning brands in cable television. AMC, IFC, Sundance Channel, WE tv, and IFC Films deliver distinctive, compelling and culturally relevant content that engages audiences across multiple platforms. The company also operates AMC/Sundance Channel Global, an international programming business, and AMC Networks Broadcasting & Technology, a full-service network programming feed origination and distribution company.
This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 Cablevision and AMC Networks and their respective businesses, operations, financial condition and the industries in which each operates and the factors described in the respective companies’ 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. Cablevision and AMC Networks each disclaims any obligation to update any forward-looking statements contained herein.
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| PRESS CONTACTS: | INVESTOR CONTACTS: | |
| Cablevision | Cablevision | |
| Charlie Schueler (516) 241-5858 cschuele@cablevision.com |
Bret Richter (516) 803-2262 brichter@cablevision.com | |
| Kelly McAndrew | ||
| (516) 426-5007 kmcandre@cablevision.com |
||
| AMC Networks | AMC Networks | |
| Georgia Juvelis | Seth Zaslow | |
| (646) 420-5869 | (646) 273-3766 | |
| gjuvelis@amcnetworks.com | szaslow@amcnetworks.com | |
| Ellen Kroner | ||
| (917) 542-6209 ekroner@amcnetworks.com |
||