e10v12bza
As filed with the Securities and Exchange Commission on June 10, 2011
File No. 001-35106
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
Amendment No. 6
to
 
Form 10
 
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
 
 
 
 
AMC Networks Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
     
Delaware
  27-5403694
(State or Other Jurisdiction of
Incorporation or Organization)
  (IRS Employer
Identification Number)
     
11 Penn Plaza
New York, NY
(Address of Principal
Executive Offices)
  10001
(Zip Code)
(212) 324-8500
(Registrant’s telephone number, including area code)
 
 
 
 
Securities to be Registered
Pursuant to Section 12(b) of the Act:
 
     
Title of Each Class
  Name of Each Exchange
to be so Registered
 
on Which Each Class is to be Registered
 
Class A Common Stock, par value $.01 per share
  The NASDAQ Stock Market LLC
 
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
 


 

 
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
 
Item 1.   Business
 
The information required by this item is contained under the sections “Summary,” “Business,” “Available Information” and “AMC Networks Inc. Consolidated Financial Statements” of the Information Statement attached hereto as Exhibit 99.1 (the “Information Statement”). Those sections are incorporated herein by reference.
 
Item 1A.   Risk Factors
 
The information required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.
 
Item 2.   Financial Information
 
The information required by this item is contained under the sections “Summary,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 3.   Properties
 
The information required by this item is contained under the section “Business — Properties” of the Information Statement. That section is incorporated herein by reference.
 
Item 4.   Security Ownership of Certain Beneficial Owners and Management
 
The information required by this item is contained under the sections “Summary” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 5.   Directors and Executive Officers
 
The information required by this item is contained under the section “Corporate Governance and Management” of the Information Statement. That section is incorporated herein by reference.
 
Item 6.   Executive Compensation
 
The information required by this item is contained under the section “Executive Compensation” of the Information Statement. That section is incorporated herein by reference.
 
Item 7.   Certain Relationships and Related Transactions
 
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 8.   Legal Proceedings
 
The information required by this item is contained under the section “Business — Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.
 
Item 9.   Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
 
The information required by this item is contained under the sections “Risk Factors,” “The Distribution,” “Dividend Policy,” “Business,” “Corporate Governance and Management,” “Shares Eligible for Future Sale” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.


 

 
Item 10.   Recent Sales of Unregistered Securities
 
On March 9, 2011, in connection with the incorporation of AMC Networks Inc., CSC Holdings, LLC, a subsidiary of Cablevision Systems Corporation, acquired 1,000 shares of common stock of AMC Networks Inc. for $10.00.
 
On June 6, 2011, in connection with the Distribution (as defined in the Information Statement), CSC Holdings, LLC, a subsidiary of Cablevision Systems Corporation, acquired 5,000 shares of common stock of AMC Networks Inc. as partial consideration for contributing 100% of the outstanding stock and limited liability company interests in Rainbow Media Holdings LLC to AMC Networks Inc.
 
Item 11.   Description of Registrant’s Securities to be Registered
 
The information required by this item is contained under the sections “The Distribution” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 12.   Indemnification of Directors and Officers
 
The information required by this item is contained under the section “Indemnification of Directors and Officers” of the Information Statement. That section is incorporated herein by reference.
 
Item 13.   Financial Statements and Supplementary Data
 
The information required by this item is contained under the sections “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “AMC Networks Inc. Consolidated Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.
 
Item 14.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 15.   Financial Statements and Exhibits
 
(a) Financial Statements
 
The information required by this item is contained under the section “AMC Networks Inc. Consolidated Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
 
(b) Exhibits
 
The following documents are filed as exhibits hereto:
 
         
Exhibit No.
 
Description
 
  2 .1   Distribution Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  2 .2   Contribution Agreement among Cablevision Systems Corporation, CSC Holdings, LLC and AMC Networks Inc.
  3 .1i   Certificate of Incorporation of AMC Networks Inc.
  3 .2ii   Form of Amended and Restated Certificate of Incorporation (as in effect immediately prior to Distribution).
  3 .3i   By-Laws of AMC Networks Inc.
  3 .4ii   Form of Amended and Restated By-Laws (as in effect immediately prior to Distribution).
  3 .5ii   Form of Registration Rights Agreement between AMC Networks Inc. and The Charles F. Dolan Children Trusts.
  3 .6ii   Form of Registration Rights Agreement between AMC Networks Inc. and The Dolan Family Affiliates.
  8 .1ii   Form of Tax Opinion of Sullivan & Cromwell LLP.
  10 .1ii   Form of Transition Services Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  10 .2   Tax Disaffiliation Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  10 .3ii   Form of Employee Matters Agreement between Cablevision Systems Corporation and AMC Networks Inc.
  10 .4ii   Form of Equity Administration Agreement between The Madison Square Garden Company and AMC Networks Inc.
  10 .5ii   Form of Standstill Agreement by and among AMC Networks Inc. and The Dolan Family Group.


 

         
Exhibit No.
 
Description
 
  10 .6ii   Form of AMC Networks Inc. 2011 Employee Stock Plan.
  10 .7ii   Form of AMC Networks Inc. 2011 Stock Plan for Non-Employee Directors.
  10 .8ii   Form of AMC Networks Inc. 2011 Cash Incentive Plan.
  10 .9ii   Form of Time Sharing Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc.
  10 .10ii   Form of Time Sharing Agreement between Rainbow Media Holdings LLC and Dolan Family Office, LLC.
  10 .11ii   Form of Aircraft Dry Lease Agreement between Rainbow Media Holdings LLC and New York Aircam Corp.
  10 .12ii   Form of Aircraft Management Agreement between Rainbow Media Holdings LLC and CSC Transport, Inc.
  10 .13ii   Form of Employment Agreement by and between AMC Networks Inc. and Charles F. Dolan.
  10 .14ii   Form of Employment Agreement by and between AMC Networks Inc. and Joshua W. Sapan.
  10 .15ii   Employment Agreement by and between Rainbow Media Enterprises, Inc. and Edward A. Carroll.
  10 .16ii   Employment Offer Letter from Cablevision Systems Corporation to Sean S. Sullivan.
  10 .17ii   Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on and prior to November 8, 2005.
  10 .18ii   Form of AMC Networks Inc. Rights Agreement.
  10 .19ii   Form of AMC Networks Inc. Option Agreement in respect of Vested Cablevision Options granted on June 5, 2006 and October 19, 2006.
  10 .20ii   Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on January 20, 2009.
  10 .21ii   Form of AMC Networks Inc. Option Agreement in respect of Cablevision Options granted on March 5, 2009.
  10 .22ii   Form of AMC Networks Inc. Non-Employee Director Award Agreement.
  10 .23ii   Form of AMC Networks Inc. Restricted Shares Agreement.
  10 .24   Form of AMC Networks Inc. Performance Award Agreement.
  10 .25ii   Form of Letter Agreement from CSC Holdings, LLC to AMC Networks Inc. Regarding VOOM Litigation.
  10 .26ii   Form of Termination Agreement among CSC Holdings, LLC, American Movie Classics Company LLC and WE: Women’s Entertainment LLC.
  21 .1ii   Subsidiaries of the Registrant.
  99 .1   Preliminary Information Statement dated June 10, 2011.
 
 
i Previously filed on March 17, 2011.
 
ii Previously filed on June 6, 2011.


 

SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
AMC Networks Inc.
 
  By: 
/s/  Joshua W. Sapan
Name: Joshua W. Sapan
  Title:   President and Chief Executive Officer
 
Dated: June 10, 2011

exv2w1
Exhibit 2.1
DISTRIBUTION AGREEMENT
BY AND AMONG
CABLEVISION SYSTEMS CORPORATION,
CSC HOLDINGS, LLC
AND
AMC NETWORKS INC.
DATED AS OF JUNE 6, 2011

 


 

TABLE OF CONTENTS
         
    Page  
ARTICLE I
       
DEFINITIONS
       
 
       
Section 1.1 General
    2  
Section 1.2 Reference; Interpretation
    10  
 
       
ARTICLE II
       
DISTRIBUTION AND
       
CERTAIN COVENANTS
       
 
       
Section 2.1 AMC Distribution
    10  
Section 2.2 Financing Transactions
    11  
Section 2.3 Cablevision Determinations
    11  
Section 2.4 Charter; Bylaws
    12  
Section 2.5 Directors
    12  
Section 2.6 Election of Officers
    12  
Section 2.7 Certain Licenses and Permits
    12  
Section 2.8 State Securities Laws
    12  
Section 2.9 Listing Application; Notice to NASDAQ
    12  
Section 2.10 Removal of Certain Guarantees; Releases from Liabilities
    13  
Section 2.11 Corporate Names; Trademarks
    14  
Section 2.12 Ancillary Agreements
    15  
Section 2.13 Acknowledgment by AMC
    15  
Section 2.14 Release
    15  
Section 2.15 Discharge of Liabilities
    16  
Section 2.16 Further Assurances
    17  
 
       
ARTICLE III
       
INDEMNIFICATION
       
 
       
Section 3.1 Indemnification by Cablevision
    17  
Section 3.2 Indemnification by AMC
    17  
Section 3.3 Procedures for Indemnification
    18  
Section 3.4 Indemnification Payments
    20  
 
       
ARTICLE IV
       
ACCESS TO INFORMATION
       
 
       
Section 4.1 Provision of Corporate Records
    20  
Section 4.2 Access to Information
    21  
Section 4.3 Witnesses; Documents and Cooperation in Actions
    21  
Section 4.4 Confidentiality
    21  

i


 

         
    Page  
Section 4.5 Privileged Matters
    22  
Section 4.6 Ownership of Information
    24  
Section 4.7 Cost of Providing Records and Information
    24  
Section 4.8 Retention of Records
    24  
Section 4.9 Other Agreements Providing for Exchange of Information
    25  
Section 4.10 Policies and Best Practices
    25  
Section 4.11 Compliance with Laws and Agreements
    25  
 
       
ARTICLE V
       
MISCELLANEOUS
       
 
       
Section 5.1 Complete Agreement; Construction
    25  
Section 5.2 Ancillary Agreements
    25  
Section 5.3 Counterparts
    25  
Section 5.4 Survival of Agreements
    25  
Section 5.5 Distribution Expenses
    25  
Section 5.6 Notices
    26  
Section 5.7 Waivers
    26  
Section 5.8 Amendments
    26  
Section 5.9 Assignment
    26  
Section 5.10 Successors and Assigns
    27  
Section 5.11 Termination
    27  
Section 5.12 Subsidiaries
    27  
Section 5.13 Third-Party Beneficiaries
    27  
Section 5.14 Title and Headings
    27  
Section 5.15 Schedules
    27  
Section 5.16 Governing Law
    27  
Section 5.17 Waiver of Jury Trial
    27  
Section 5.18 Specific Performance
    28  
Section 5.19 Severability
    28  
 
       
Schedule A List of AMC Subsidiaries
    A-1  
Schedule B Retained Claims Liabilities
    B-1  
Schedule C-1 Guarantees
    C-1  
Schedule C-2 Guarantees
    C-2  

- ii -


 

DISTRIBUTION AGREEMENT
          This Distribution Agreement (this “Agreement”), is dated as of June 6, 2011, by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), CSC Holdings, LLC, a Delaware limited liability company (“CSC”) and AMC Networks Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Cablevision (“AMC” and, together with Cablevision, the “Parties”).
          WHEREAS, the Board of Directors of Cablevision has determined that it is in the best interests of Cablevision and its stockholders to separate the businesses of AMC, all as more fully described in AMC’s Registration Statement on Form 10 (collectively, the “AMC Business”), from Cablevision’s other businesses on the terms and conditions set forth herein;
          WHEREAS, the Board of Directors of CSC authorized the contribution to AMC of 100% of the limited liability company interests of Rainbow Media Holdings LLC, in exchange for common stock of AMC (the “Contribution Stock”) and debt obligations of AMC (the “Contribution Debt”), all pursuant to the Contribution Agreement (as defined herein) (the “Contribution”), as more fully described herein;
          WHEREAS, the Board of Directors of CSC authorized the distribution to Cablevision, as the sole member of CSC, of all of the AMC Common Stock (the “CSC Distribution”) and the exchange of the Contribution Debt with certain counterparties in satisfaction and discharge of existing indebtedness of CSC (the “CSC Debt Exchange”);
          WHEREAS, the Board of Directors of AMC authorized the distribution to CSC of the Contribution Stock and the Contribution Debt pursuant to the Contribution Agreement, and the incurrence of the Contribution Debt and the entry into certain additional financing transactions as more fully described herein (such additional financing transactions, the “Standalone Financing”, and together with the issuance of the Contribution Debt to CSC, the “AMC Financing”);
          WHEREAS, the Board of Directors of Cablevision has authorized the distribution to the holders of the issued and outstanding shares of NY Group Class A Common Stock, par value $0.01 per share, of Cablevision (“Cablevision Class A Stock”) and NY Group Class B Common Stock, par value $0.01 per share, of Cablevision (“Cablevision Class B Stock” and, together with the Cablevision Class A Stock, the “Cablevision Common Stock”) as of the record date for the distribution of all the issued and outstanding shares of Class A common stock, par value $0.01 per share, of AMC (the “AMC Class A Common Shares”) and Class B common stock, par value $0.01 per share, of AMC (the “AMC Class B Common Shares”) (each such AMC Class A Common Share and AMC Class B Common Share is individually referred to as a “AMC Share” and collectively referred to as the “AMC Common Stock”), respectively, on the basis of one AMC Class A Common Share for every shares of Cablevision Class A Stock and one AMC Class B Common Share for every shares of Cablevision Class B Stock (the “AMC Distribution”, and together with the Contribution, the issuance of the Contribution Debt, the CSC Distribution and the CSC Debt Exchange, the “Distribution”);
          WHEREAS, the Boards of Directors of Cablevision, CSC and AMC have each determined that the Distribution and the Standalone Financing, the other transactions contemplated by this Agreement and

 


 

the Ancillary Agreements (as defined below) are in furtherance of and consistent with the Corporate Business Purposes (as defined below) and, as such, are in the best interests of their respective companies and stockholders, as applicable, and have approved this Agreement and each of the Ancillary Agreements;
          WHEREAS, the Parties have determined to set forth the principal corporate and other transactions required to effect the Distribution and the Standalone Financing and to set forth other agreements that will govern certain other matters prior to and following the completion of the Distribution and the Standalone Financing; and
          WHEREAS, the Boards of Directors of Cablevision, CSC and AMC have each determined that the Distribution is in the best interests of Cablevision, CSC and AMC, respectively, and their respective shareholders and member, as applicable, and each has approved this Agreement.
          NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
          Section 1.1 General. Unless otherwise defined herein or unless the context otherwise requires, as used in this Agreement, the following terms shall have the following meanings:
    2010 Transferred Entities” shall mean Rainbow Advertising Sales Corporation, MSG Varsity Network LLC, News 12 Networks LLC, Regional Programming Partners and Rainbow MVDDS Company LLC and its subsidiaries.
     “Action” shall mean any demand, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.
     “Affiliate” shall mean, when used with respect to any specified Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise. Unless explicitly provided herein to the contrary, for purposes of this Agreement, none of Cablevision or any of its Subsidiaries or The Madison Square Garden Company or any of its Subsidiaries shall be deemed to be an Affiliate of AMC or any of its Subsidiaries.
     “Agent” shall have the meaning set forth in Section 2.1(a).
     “Agreement” shall have the meaning set forth in the preamble to this Agreement.
     “AMC” shall have the meaning set forth in the preamble to this Agreement.

- 2 -


 

     “AMC Business” shall have the meaning set forth in the recitals to this Agreement. For the avoidance of doubt, the businesses of the 2010 Transferred Entities shall be deemed never to have been a part of the AMC Business.
     “AMC Class A Common Shares” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Class B Common Shares” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Common Stock” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Debt Issuance” shall mean the issuance by AMC to CSC of the Contribution Debt portion of the New AMC Debt as provided for in Section 2.2.
     “AMC Financing” shall have the meaning set forth in the preamble to this Agreement.
     “AMC Group” means AMC and each Person that is a Subsidiary of AMC immediately after the Distribution Date.
     “AMC Indemnitees” shall mean:
     (i) AMC and each Affiliate thereof after giving effect to the AMC Distribution; and
     (ii) each of the respective Representatives of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such Representatives.
     “AMC Liabilities” shall mean:
     (i) any and all Liabilities (other than taxes and any employee-related Liabilities that are specifically covered by the Tax Disaffiliation Agreement or the Employee Matters Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be assumed by AMC or any member of the AMC Group, and all Liabilities of any member of the AMC Group under this Agreement or any of the Ancillary Agreements; and
     (ii) all Liabilities (other than taxes and any employee-related Liabilities that are specifically covered by the Tax Disaffiliation Agreement or the Employee Matters Agreement), if and to the extent relating to, arising out of or resulting from:
     (A) the ownership or operation of the AMC Business (including any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date; or

- 3 -


 

     (B) the ownership or operation of any business conducted by AMC or any AMC Subsidiary at any time after the Distribution Date.
     Notwithstanding the foregoing, the AMC Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by Cablevision or any member of the Cablevision Group; (y) any agreements and obligations of any member of the Cablevision Group under this Agreement or any of the Ancillary Agreements and (z) any Retained Claims Liabilities.
     “AMC Marks” shall include “Rainbow,” “Rainbow Media,” “AMC,” “WE TV,” “IFC,” “Wedding Central,” “Independent Film Channel,” “Sundance Channel,” all trademarks and logos comprised of or derivative of any of the foregoing, and any other names, logos, trademarks or intellectual property of AMC or its Affiliates.
     “AMC Share” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Distribution” shall have the meaning set forth in the recitals to this Agreement.
     “AMC Subsidiaries” shall mean all of the Subsidiaries listed on Schedule A.
     “Ancillary Agreements” shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the Parties or any other member of their respective Groups in connection with the transactions contemplated hereby, including the Transition Services Agreement, Employee Matters Agreement, the Cablevision Affiliation Agreements, the Registration Rights Agreements, the Subleases, the VOOM Litigation Agreement, and the Tax Disaffiliation Agreement.
     “Applicable Rate” shall mean the rate of interest per annum announced from time to time by Citibank, N.A., as its prime lending rate.
     “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in The City of New York are authorized or obligated by law or executive order to close.
     “Cablevision” shall have the meaning set forth in the preamble to this Agreement.
     “Cablevision Affiliation Agreements” shall mean the Affiliation Agreements by and between Cablevision and one or more of the programming businesses of AMC, which agreements are in existence on the date hereof.
     “Cablevision Business” shall mean each and every business conducted at any time by Cablevision or any Subsidiary controlled by Cablevision, except the AMC Business.

- 4 -


 

     “Cablevision Class A Common Stock” shall have the meaning set forth in the recitals to this Agreement.
     “Cablevision Class B Common Stock” shall have the meaning set forth in the recitals to this Agreement.
     “Cablevision Common Stock” shall have the meaning set forth in the recitals to this Agreement.
     “Cablevision Group” means Cablevision and each Person (other than any member of the AMC Group) that is a Subsidiary of Cablevision immediately after the Distribution Date.
     “Cablevision Indemnitee” shall mean:
     (i) Cablevision and each Affiliate thereof after giving effect to the AMC Distribution; and
     (ii) each of the respective Representatives of any of the entities described in the immediately preceding clause (i) and each of the heirs, executors, successors and assigns of any of such Representatives, except in the case of clauses (i) and (ii), the AMC Indemnitees; provided, however, that a Person who was a Representative of Cablevision or an Affiliate thereof may be a Cablevision Indemnitee in that capacity notwithstanding that such Person may also be a AMC Indemnitee.
     “Cablevision Liabilities” shall mean:
     (i) any and all Liabilities (other than taxes and any employee-related Liabilities that are specifically covered by the Tax Disaffiliation Agreement or the Employee Matters Agreement) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be assumed by Cablevision or any member of the Cablevision Group, and all Liabilities of any member of the Cablevision Group under this Agreement or any of the Ancillary Agreements;
     (ii) all Liabilities (other than taxes and any employee-related Liabilities that are specifically covered by the Tax Disaffiliation Agreement or the Employee Matters Agreement), if and to the extent relating to, arising out of or resulting from:
     (A) the ownership or operation of the Cablevision Business (including any discontinued business or any business which has been sold or transferred), as conducted at any time prior to, on or after the Distribution Date; or
     (B) the ownership or operation of any business conducted by Cablevision or any Cablevision Subsidiary at any time after the Distribution Date; and
     (iii) any Retained Claims Liabilities.

- 5 -


 

     Notwithstanding the foregoing, the Cablevision Liabilities shall not include: (x) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by AMC or any member of the AMC Group; or (y) any agreements and obligations of any member of the AMC Group under this Agreement or any of the Ancillary Agreements.
     “Cablevision Marks” shall mean “Cablevision” and the Cablevision logo design, “Optimum” and the related family of “Optim” formative marks (i.e., Optimum Voice, Optimum Online), and any other names or logos and any other trademark or intellectual property of Cablevision or its Affiliates, other than AMC Marks.
     “Cablevision Subsidiaries” shall mean all of the Subsidiaries of Cablevision other than AMC and the AMC Subsidiaries.
     “Commission” shall mean the Securities and Exchange Commission.
     “Contribution” shall have the meaning set forth in the recitals to this Agreement.
     “Contribution Agreement” shall mean the Contribution Agreement by and between Cablevision and AMC, which has been or shall be entered into prior to or on the Distribution Date.
     “Contribution Debt” shall have the meaning set forth in the recitals to this Agreement.
     “Contribution Stock” shall have the meaning set forth in the recitals to this Agreement.
     “Corporate Business Purposes” shall have the meaning set forth in the Tax Disaffiliation Agreement.
     “CSC” shall have the meaning set forth in the recitals to this Agreement.
     “CSC Debt Exchange” shall have the meaning set forth in the recitals to this Agreement.
     “Contribution” shall have the meaning set forth in the recitals to this Agreement.
     “Distribution” shall have the meaning set forth in the recitals to this Agreement.
     “Distribution Date” shall mean such date as may be determined by the Board of Directors of Cablevision or a committee of such Board of Directors, as the date as of which the AMC Distribution shall be effected.
     “Distribution Record Date” shall mean such date as may be determined by the Board of Directors of Cablevision or a committee of such Board of Directors, as the record date for the AMC Distribution.

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     “Effective Time” shall mean 11:59 p.m., New York City time, on the Distribution Date.
     “Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Cablevision and AMC, which agreement shall be entered into prior to or on the Distribution Date.
     “Environmental Laws” shall mean any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, principles of common law, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq.), whether now or hereafter in existence, relating to the environment, natural resources, human health or safety, endangered or threatened species of fish, wildlife and plants, or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation indoor or outdoor air, surface water, groundwater and surface or subsurface soils), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the investigation, cleanup or other remediation thereof.
     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated hereunder.
     “Governmental Authority” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, NASDAQ or other regulatory, administrative or governmental authority.
     “Group” shall mean the Cablevision Group or the AMC Group.
     “Indemnifiable Losses” shall mean any and all Liabilities, costs or expenses (including reasonable out-of-pocket attorneys’ fees and any and all out-of-pocket expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.
     “Indemnifying Party” shall have the meaning set forth in Section 3.3(a).
     “Indemnitee” shall have the meaning set forth in Section 3.3(a).
     “Information Statement” shall mean the Information Statement filed with the Commission as part of the Registration Statement and mailed to the holders of shares of Cablevision Common Stock in connection with the AMC Distribution, including any amendments or supplements thereto.

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     “Law” shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.
     “Liabilities” shall mean any and all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including without limitation those arising under or in connection with any Law (including any Environmental Law), Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or party to this Agreement, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursement and expense of counsel, expert and consulting fees and costs related thereto or to the investigation or defense thereof.
     “Losses” shall mean all losses, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto, suffered by an Indemnitee.
     “NASDAQ” shall mean The NASDAQ Stock Market LLC.
     “New AMC Debt” shall have the meaning set forth in Section 2.2.
     “New AMC Secured Debt” shall have the meaning set forth in Section 2.2.
     “New AMC Unsecured Debt” shall have the meaning set forth in Section 2.2.
     “Offering Memorandum” shall mean the offering memorandum, private placement memorandum, syndication memorandum, confidential information memorandum, prospectus or similar document or documents of AMC used in connection with the AMC Financing.
     “Outside Notice Date” shall have the meaning set forth in Section 3.3(a).
     “Parties” shall have the meaning set forth in the preamble to this Agreement.
     “Person” shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

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     “Records” shall have the meaning set forth in Section 4.1(a).
     “Registration Rights Agreements” shall mean the two Registration Rights Agreements by and among AMC and various holders of AMC Class B Common Stock named therein, each of which agreements shall be entered into prior to or on the Distribution Date.
     “Registration Statement” shall mean the registration statement on Form 10 filed with the Commission to effect the registration of the AMC Class A Common Shares pursuant to the Exchange Act.
     “Releasee” shall have the meaning set forth in Section 2.14.
     “Releasor” shall have the meaning set forth in Section 2.14.
     “Representative” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.
     “Retained Claims Liabilities” shall mean the Liabilities, if any, described in Schedule B.
     “Standalone Financing” shall have the meaning set forth in the preamble to this Agreement.
     “Subleases” shall mean the subleases and leases, if any, by and between members of the Cablevision Group and members of the AMC Group, which subleases and leases shall be entered into prior to the Distribution Date in such form as is agreed to by Cablevision and AMC.
     “Subsidiary” shall mean with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interests entitled to vote on the election of members to the board of directors or similar governing body or, in the case of a Person with no governing body, more than 50% of the equity interests.
     “Tax” shall have the meaning set forth in the Tax Disaffiliation Agreement.
     “Tax Disaffiliation Agreement” shall mean the Tax Disaffiliation Agreement by and between Cablevision and AMC, which agreement shall be entered into prior to or on the Distribution Date.
     “Third-Party” shall mean any Person who is not a Party to this Agreement.
     “Third-Party Claim” shall have the meaning set forth in Section 3.3(a).
     “Transfers” shall mean the direct and indirect transfers of assets from Cablevision to AMC which resulted in AMC owning, directly or indirectly, the AMC Business.

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     “Transition Services Agreement” shall mean the Transition Services Agreement by and between Cablevision and AMC, which agreement shall be entered into prior to or on the Distribution Date.
     “VOOM Litigation Agreement” shall mean the VOOM Litigation Agreement by and between Cablevision and AMC, which agreement shall be entered into prior to or on the Distribution Date.
          Section 1.2 Reference; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.” Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed to be references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. Neither this Agreement nor any Ancillary Agreement shall be construed against either Party as the principal draftsperson hereof or thereof.
ARTICLE II
DISTRIBUTION AND
CERTAIN COVENANTS
          Section 2.1 AMC Distribution. (a) On or prior to the Distribution Date, Cablevision shall deliver to Cablevision’s stock transfer agent (the “Agent”) a single stock certificate representing all of the issued and outstanding AMC Class A Common Shares and a single stock certificate representing all of the issued and outstanding AMC Class B Common Shares, in each case, endorsed by Cablevision in blank, for the benefit of the holders of Cablevision Common Stock, and Cablevision shall instruct the Agent to distribute, on or as soon as practicable following the Distribution Date, the AMC Class A Common Shares to holders of record of shares of Cablevision Class A Stock on the Distribution Record Date and the AMC Class B Common Shares to holders of record of shares of Cablevision Class B stock on the Distribution Record Date, all as further contemplated by the Information Statement and hereby. AMC shall provide any share certificates that the Agent shall require in order to effect the AMC Distribution. The AMC Distribution shall be effective at the Effective Time.
          (b) The AMC Common Stock issued in the AMC Distribution are intended to be distributed only pursuant to a book entry system. Cablevision shall instruct the Agent to deliver the AMC Common Stock previously delivered to the Agent to a depositary and to mail to each holder of record of Cablevision Common Stock on the Distribution Record Date, a statement of the AMC Common Stock credited to such holder’s account. If following the AMC Distribution a holder of AMC Common Stock requests physical certificates instead of participating in the book entry system, the Agent shall issue certificates for such shares. In lieu of fractional shares, cash shall be given to holders otherwise entitled to such fractional shares of Common Stock on the Distribution Date. As soon as practicable following the Distribution Date,

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the Agent shall (i) aggregate all fractional AMC Class A Common Shares into whole AMC Class A Common Shares and (ii) aggregate all fractional AMC Class B Common Shares into whole AMC Class B Common Shares, and convert the whole AMC Class B Common Shares into whole AMC Class A Common Shares, and (iii) sell the whole AMC Class A Common Shares in the open market at then prevailing prices and shall distribute to each such holder such holder’s ratable share of the proceeds of such sale, net of brokerage fees incurred in such sales.
          Section 2.2 Financing Transactions. Prior to the Distribution Date, each of Cablevision, CSC and AMC shall enter into all necessary or appropriate arrangements, and cooperate with each other, regarding the incurrence by AMC of $1,725,000,000 aggregate principal amount of new senior secured term loans (the “New AMC Secured Debt”) and $700,000,000 aggregate principal amount of new senior unsecured notes (the “New AMC Unsecured Debt” and together with the New AMC Secured Debt, the “New AMC Debt”). On the Distribution Date, AMC will issue the Contribution Debt, consisting of approximately $1,250,000,000 aggregate principal amount of the New AMC Debt to CSC in partial consideration for the asset transfers provided for in the Contribution Agreement. AMC recognizes and agrees that CSC intends to exchange all of the Contribution Debt for outstanding CSC or Cablevision debt. AMC will use the proceeds from the New AMC Debt other than the Contribution Debt (i) to repay all AMC indebtedness outstanding immediately before the AMC Distribution (other than capital leases); (ii) pay certain fees and expenses in connection with the Distribution and the Standalone Financing and (iii) for its general corporate purposes. Without limiting the generality of the foregoing, AMC shall, as and when necessary or appropriate prior to and after the Distribution Date, (a) provide all information reasonably requested by any underwriters or financial or other advisers engaged in connection with the AMC Financing, (b) participate in due diligence sessions, syndication meetings, drafting sessions, management presentations, road show presentations and meetings with ratings agencies, (c) assist in the preparation of and execute and/or deliver, customary underwriting placement, credit, purchase, indemnification, registration rights and other definitive financing agreements and execute and deliver in a timely manner such other certificates and documents, including, without limitation, solvency certificates, comfort letters, consents, pledge and security documents and perfection certificates, as may be reasonably required in connection with the foregoing, and (d) prepare such audited and unaudited financial statements (including those required by the Commission), the Offering Memorandum, and providing such financial and other information, necessary for the consummation of such financing within the time periods required by such agreements.
          Section 2.3 Cablevision Determinations. Cablevision shall have the sole and absolute discretion to determine whether to proceed with all or part of the Distribution and the Standalone Financing and all terms thereof, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the Standalone Financing and the timing of and conditions to the consummation of the Distribution and the Standalone Financing. AMC and CSC shall cooperate with Cablevision in all respects to accomplish the Distribution and the Standalone Financing and shall, at Cablevision’s direction, promptly take any and all actions necessary or desirable to effect the Distribution and the Standalone Financing. Cablevision shall select any investment banker(s), underwriters and manager(s) in connection with the Distribution and the Standalone Financing, as well as any financial printer, solicitation and/or exchange agent and outside counsel for Cablevision, which shall include Sullivan & Cromwell LLP. AMC acknowledges that it has been afforded the opportunity to seek the advice

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and assistance of its own separate counsel in connection with the Distribution and the Standalone Financing and the negotiation and preparation of this Agreement and the Ancillary Agreements.
          Section 2.4 Charter; Bylaws. On or prior to the Distribution Date, AMC, CSC and Cablevision shall have taken all necessary actions to provide for the adoption of the form of Certificate of Incorporation and Bylaws in substantially the form filed by AMC with the Commission as exhibits to the Registration Statement.
          Section 2.5 Directors. On or prior to the Distribution Date, Cablevision, CSC and AMC shall have taken all necessary action to cause the Board of Directors of AMC to consist of the individuals identified in the Information Statement as directors of AMC as of immediately following the Effective Time.
          Section 2.6 Election of Officers. On or prior to the Distribution Date, AMC shall take all actions necessary and desirable so that as of the Distribution Date the officers of AMC will be as set forth in the Information Statement.
          Section 2.7 Certain Licenses and Permits. On or prior to the Distribution Date or as soon as reasonably practicable thereafter, Cablevision shall use its commercially reasonable best efforts to transfer or cause to be transferred any transferable licenses, permits and authorizations issued by any Governmental Authority which relate solely to the AMC Business but which are held in the name of any member of the Cablevision Group, or in the name of any employee, officer, director, stockholder or agent of any such member, or otherwise, on behalf of a member of the AMC Group to the appropriate member of the AMC Group.
          Section 2.8 State Securities Laws. Prior to the Distribution Date, Cablevision, CSC and AMC shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States in order to effect the Distribution and the Standalone Financing.
          Section 2.9 Listing Application; Notice to NASDAQ. (a) Prior to the Distribution Date, Cablevision and AMC shall prepare and file with NASDAQ a listing application and related documents and shall take all such other actions with respect thereto as shall be necessary or desirable in order to cause NASDAQ to list on or prior to the Distribution Date, subject to official notice of issuance, the AMC Class A Common Shares.
          (b) Prior to the AMC Distribution, Cablevision shall, to the extent possible, give NASDAQ not less than ten days’ advance notice of the Distribution Record Date in compliance with Rule 10b-17 under the Exchange Act.
          Section 2.10 Removal of Certain Guarantees; Releases from Liabilities.
          (a) Except as otherwise specified in any Ancillary Agreement, (i) AMC shall use its commercially reasonable efforts to have, on or prior to the Distribution Date, or as soon as practicable thereafter, any member of the Cablevision Group removed as guarantor of or obligor for any Liability of AMC, including in respect of those guarantees, if any, set forth on Schedule C-1 of this Agreement, and (ii) Cablevision shall use its commercially reasonable efforts to have,

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on or prior to the Distribution Date, or as soon as practicable thereafter, any member of the AMC Group removed as guarantor of or obligor for any Liability of Cablevision, including in respect of those guarantees, if any, set forth on Schedule C-2 of this Agreement.
          (b) If AMC or Cablevision, as the case may be, is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), the applicable guarantor or obligor shall continue to be bound as such and, unless not permitted by Law or the terms thereof, the relevant beneficiary shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder from and after the date hereof.
          (c) If (i) AMC is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), or (ii) AMC Liabilities arise from and after the Effective Time but before a member of the Cablevision Group which is a guarantor or obligor with reference to any such AMC Liability is removed pursuant to Section 2.10(a), then such guarantor or obligor shall be indemnified by AMC for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, AMC shall, or shall cause a member of the AMC Group to, reimburse any such member of the Cablevision Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by Cablevision to AMC of notice of a payment made pursuant to this Section 2.10 in respect of AMC Liabilities.
          (d) If (i) Cablevision is unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 2.10(a), or (ii) Cablevision Liabilities arise from and after the Effective Time but before a member of the AMC Group which is a guarantor or obligor with reference to any such Cablevision Liability is removed pursuant to Section 2.10(a), then such guarantor or obligor shall be indemnified by Cablevision for all Liabilities incurred by it in its capacity as guarantor or obligor. Without limiting the foregoing, Cablevision, shall, or shall cause a member of the Cablevision Group to, reimburse any such member of the AMC Group which is a guarantor or obligor as soon as practicable (but in no event later than 30 days) following delivery by AMC to Cablevision of notice of a payment made pursuant to this Section 2.10 in respect of Cablevision Liabilities.
          (e) In the event that at any time before or after the Distribution Date Cablevision identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the AMC Business but for which a member of the Cablevision Group has contingent, secondary, joint, several or other Liability of any nature whatsoever, AMC shall, at its expense, take such actions and enter into such agreements and arrangements as Cablevision may reasonably request to effect the release or substitution of Cablevision (or a member of the Cablevision Group).
          (f) In the event that at any time before or after the Distribution Date AMC identifies any letters of credit, interest rate or foreign exchange contracts, surety bonds or other contracts (excluding guarantees) that relate primarily to the Cablevision Business but for which a member of the AMC Group has contingent, secondary, joint, several or other Liability of any

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nature whatsoever, Cablevision shall, at its expense, take such actions and enter into such agreements and arrangements as AMC may reasonably request to effect the release or substitution of AMC (or a member of the AMC Group).
          (g) The Parties shall use commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution or amendment required to novate or assign all AMC Liabilities of any nature whatsoever transferred under this Agreement or an Ancillary Agreement, or to obtain in writing the unconditional release of the assignor so that in each such case, Cablevision (or an appropriate member of the Cablevision Group) shall be solely responsible for the Cablevision Liabilities and AMC (or an appropriate member of the AMC Group) shall be solely responsible for the AMC Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefore (except for filing fees or other similar charges) to any Third Party from whom such consent, substitution, amendment or release is requested. Whether or not any such consent, substitution, amendment or release is obtained, nothing in this Section 2.10 shall in any way limit the obligations of the parties under Article III.
          Section 2.11 Corporate Names; Trademarks. Except as otherwise specifically provided in any Ancillary Agreement or in any other agreement to which a member of the Cablevision Group and a member of the AMC Group are parties:
          (a) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, AMC will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries which refer or pertain to the Cablevision Marks or which include the Cablevision Marks;
          (b) as soon as is reasonably practicable after the Distribution Date but in any event within six months thereafter, AMC will, and will cause the AMC Subsidiaries to, remove, at their own expense, from all letterhead, envelopes, invoices and other communications media of any kind, the Cablevision Marks (except that AMC shall not be required to take any such action with respect to materials in the possession of customers);
          (c) as soon as reasonably practicable after the Distribution Date but in any event within six months thereafter, Cablevision will, at its own expense, remove (or, if necessary, on an interim basis, cover up) any and all exterior signs and other identifiers located on any of its property or premises or on the property or premises used by it or its Subsidiaries which refer or pertain to the AMC Marks or which include the AMC Marks; and
          (d) as soon as is reasonably practicable after the Distribution Date but in any event within six months thereafter, Cablevision will, and will cause the Cablevision Subsidiaries to, remove, at their own expense, from all letterhead, envelopes, invoices and other communications media of any kind, the AMC Marks (except that Cablevision shall not be required to take any such action with respect to materials in the possession of customers).
          Section 2.12 Ancillary Agreements. Prior to the Distribution Date, each of Cablevision and AMC shall enter into, and/or (where applicable) shall cause members of their respective Groups to enter into, the Ancillary Agreements and any other agreements in respect of

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the Distribution and the Standalone Financing reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.
          Section 2.13 Acknowledgment by AMC. AMC, on behalf of itself and all members of the AMC Group, acknowledges, understands and agrees that, except as expressly set forth herein or in any Ancillary Agreement, (a) no member of the Cablevision Group or any other Person has, in this Agreement or in any other agreement or document, or otherwise made any representation or warranty of any kind whatsoever, express or implied, to AMC or any member of the AMC Group or to any director, officer, employee or agent thereof in any way with respect to any of the transactions contemplated hereby or the business, assets, condition or prospects (financial or otherwise) of, or any other matter involving, the assets, Liabilities or businesses of Cablevision, any member of the Cablevision Group, AMC or any member of the AMC Group, any assets that are transferred, any AMC Liabilities or the AMC Business, (b) AMC and each member of the AMC Group has taken all of the assets that are transferred, the AMC Business and AMC Liabilities on an “as is, where is” basis, and all implied warranties of merchantability, fitness for a specific purpose or otherwise have been and are hereby expressly disclaimed, and (c) none of Cablevision or any members of the Cablevision Group or any other person has made or makes any representation or warranty with respect to the Distribution or the Standalone Financing or the entering into of this Agreement or the Ancillary Agreements or the transactions contemplated hereby and thereby. Except as expressly set forth herein or in any other Ancillary Agreement, AMC and each member of the AMC Group shall bear the economic and legal risk that the AMC Assets shall prove to be insufficient or that the title of any member of the AMC Group to any AMC Assets shall be other than good and marketable and free from encumbrances. The provisions of the Contribution Agreement and any related assignment agreement or other related documents are expressly subject to this Section 2.13 and to Section 2.14 hereof.
          Section 2.14 Release. AMC agrees that for itself and for its predecessors, Subsidiaries (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), departments, divisions and sections and for their successors, Affiliates (including for this purpose any Subsidiary of AMC that is also a Subsidiary of Cablevision), heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasor” and collectively, the “Releasors”), in consideration of the making by Cablevision of the Transfers, release, waive and forever discharge Cablevision and its predecessors, Subsidiaries, departments, divisions, sections, successors, Affiliates, heirs, assigns, executors, administrators, partners, officers, directors, shareholders, employees, attorneys and agents (individually, each a “Releasee” and collectively, the “Releasees”) from, and shall, in addition to other obligations under Article III, indemnify and hold harmless all such persons against and from, all Liabilities of every name and nature, in law or equity, known or unknown, which against any Releasee, a Releasor ever had, now has or hereafter can, shall or may have by reason of any matter, act, omission, conduct, transaction or occurrence from the beginning of the world up to and including the Distribution Date for, upon, by reason of, asserted in or arising out of, or related to:
    The management of the business and affairs of AMC (and its predecessors, Subsidiaries and Affiliates) and the AMC Business on or prior to the Distribution Date;

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    The terms of this Agreement, the Ancillary Agreements, the Distribution, the Standalone Financing, the Certificate of Incorporation or the By-Laws of AMC;
 
    The terms of the AMC Financing and the Contribution and any agreements or other documents entered into in connection therewith or relating thereto; and
 
    Any other decision that may have been made, or any action taken, relating to AMC (and its predecessors, subsidiaries and Affiliates) or the Distribution and the Standalone Financing.
The term “Releasee” is expressly intended to include any person who served as an incorporator, director, officer, employee, agent or attorney of AMC on or prior to the Distribution Date at the request of Cablevision. Each Releasor expressly covenants and agrees never to institute, or participate (including as a member of a class) in, any Action against any Releasee, in any court or forum, directly or indirectly, regarding or relating to the matters released through this Release, and further covenants and agrees that this Release is a bar to any such Action. For the avoidance of doubt, the purpose of this Section 2.14 is to make clear the intent of the Parties that, following the Distribution Date, the only Liability that any Releasee shall have to any Releasor shall be its obligation to perform its obligations under and pursuant to the terms of this Agreement, the Ancillary Agreements and any other agreements to which the Releasee and the Releasor are parties and there shall be no liability in respect of any event, occurrence, action or inaction on or prior to the Distribution Date. This Release shall not extend to any liabilities owed by a Releasee to a Releasor in the Releasor’s capacity as a director, officer, employee or other Representative or shareholder of Releasee nor shall it release any Liabilities or obligations under this Agreement or any Ancillary Agreements or any other agreements to which the Releasee and the Releasor are parties.
          Section 2.15 Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements:
          (a) From and after the Effective Time, (i) Cablevision shall, and shall cause each member of the Cablevision Group to, assume, pay, perform and discharge all Cablevision Liabilities in the ordinary course of business, consistent with past practice, and (ii) AMC shall, and shall cause each member of the AMC Group, to assume, pay, perform and discharge all AMC Liabilities in the ordinary course of business, consistent with past practice. The agreements in this Section 2.15 are made by each Party for the sole and exclusive benefit of the other Party. To the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.
          (b) All intercompany trade, accounts receivable and accounts payable between any member of one Group and any member of another Group in existence at the Effective Time shall be paid and performed in accordance with their terms.

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          Section 2.16 Further Assurances. If at any time after the Effective Time any further action is reasonably necessary or desirable to carry out the purposes of this Agreement and the Ancillary Agreements, the proper officers of each Party shall take all such necessary action. Without limiting the foregoing, each Party shall use its commercially reasonable efforts promptly to obtain all consents and approvals, to enter into all agreements and to make all filings and applications that may be required for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including all applicable filings with, and approvals from, any Governmental Authority.
ARTICLE III
INDEMNIFICATION
          Section 3.1 Indemnification by Cablevision. Except as otherwise specifically set forth in any provision of this Agreement from and after the Distribution Date, Cablevision shall indemnify, defend and hold harmless the AMC Indemnitees from and against any and all Indemnifiable Losses of the AMC Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Cablevision Liabilities or alleged Cablevision Liabilities, including any breach by any member of the Cablevision Group of any provision of this Section 3.1; (ii) any breach by any member of the Cablevision Group of this Agreement; and (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, the Information Statement, or the Offering Memorandum or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent relating to the Cablevision Group. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements unless such Ancillary Agreement expressly provides that this Agreement applies to any matter in such Ancillary Agreement.
          Section 3.2 Indemnification by AMC. Except as otherwise specifically set forth in any provision of this Agreement, from and after the Distribution Date, AMC shall indemnify, defend and hold harmless the Cablevision Indemnitees from and against any and all Indemnifiable Losses of the Cablevision Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the AMC Liabilities or alleged AMC Liabilities; (ii) any breach by any member of the AMC Group of this Agreement; and (iii) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, the Information Statement or the Offering Memorandum, or in any registration statement or prospectus filed by AMC in connection with the Distribution and the Standalone Financing, or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this clause (iii) shall not apply to any Liability that is covered by Section 3.1(a)(iii). This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.
          Section 3.3 Procedures for Indemnification.
          (a) If a claim or demand is made by a Third Party against a AMC Indemnitee or a Cablevision Indemnitee (each, an “Indemnitee”) (a “Third-Party Claim”) as to which such

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Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event by the date (the “Outside Notice Date”) that is the 15th Business Day) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period beginning immediately after the Outside Notice Date and ending on the date the Indemnitee gives the required notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within 10 Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. Notice under this Section 3.3 shall be provided in accordance with Section 5.6. For the avoidance of doubt, knowledge of a Third Party Claim by a Person who is an officer or director of both Cablevision and AMC shall not constitute notice for purposes of this Section 3.3.
          If a Third Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that such counsel is not reasonably objected to by the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party.
          If the Indemnifying Party acknowledges in writing responsibility under this Section 3.3 for a Third Party Claim, then in no event will the Indemnitee admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the Indemnifying

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Party’s prior written consent; provided, however, that the Indemnitee shall have the right to settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party. If the Indemnifying Party acknowledges in writing liability for a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee. If an Indemnifying Party elects not to assume the defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim.
          Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.
          (b) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.
          (c) AMC shall, and shall cause the other AMC Indemnitees to, and Cablevision shall, and shall cause the other Cablevision Indemnitees to, cooperate as may reasonably be required in connection with the investigation, defense and settlement of any Third Party Claim. In furtherance of this obligation, the Parties agree that if an Indemnifying Party chooses to defend or to compromise or settle any Third Party Claim, Cablevision or AMC, as the case may be, shall use its reasonable best efforts to make available to the other Party, upon written request, the former and then current directors, officers, employees and agents of the members of its respective Group as witnesses and any Records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such Person, Records or other documents may reasonably be required in connection with such defense, settlement or compromise. At the request of an Indemnifying Party, an Indemnitee shall enter into a reasonably acceptable joint defense agreement.

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          (d) The remedies provided in this Article III shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.
          Section 3.4 Indemnification Payments. (a) Indemnification required by this Article III shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this Article III within 30 days after receipt of a bill therefore or notice that an Indemnifiable Loss has been incurred, the Indemnifying Party shall also be required to pay interest on the amount of such indemnification payment, from the date of receipt of the bill or notice of the Indemnified Loss to but not including the date of payment, at the Applicable Rate.
          (b) The amount of any claim by an Indemnitee under this Agreement (i) shall be reduced to reflect any actual tax savings or insurance proceeds received by any Indemnitee that result from the Indemnifiable Losses that gave rise to such indemnity and (ii) shall be increased by an amount equal to any Tax cost incurred by any Indemnitee that results from receipt of payments under this Article III.
          (c) For all Tax purposes and to the extent permitted by applicable Law, the parties hereto shall treat any payment made pursuant to this Article III as a capital contribution or a distribution, as the case may be, immediately prior to the AMC Distribution.
ARTICLE IV
ACCESS TO INFORMATION
          Section 4.1 Provision of Corporate Records.
          (a) Except as specifically provided in Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by AMC for specific and identified agreements, documents, books, records or files including accounting and financial records (collectively, “Records”) which relate to AMC or the conduct of the AMC Business up to the Effective Time, or which AMC determines are necessary or advisable in order for AMC to prepare its financial statements and any reports or filings to be made with any Governmental Authority, Cablevision shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of such Records (or the originals thereof if AMC has a reasonable need for such originals) in the possession or control of Cablevision or any of the Cablevision Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting Party.
          (b) Except as specifically provided in Article III (in which event the provisions of such Article will govern), after the Distribution Date, upon the prior written request by Cablevision for specific and identified Records which relate to Cablevision or the conduct of the Cablevision Business up to the Effective Time, or which Cablevision determines are necessary or advisable in order for Cablevision to prepare its financial statements and any reports or filings to be made with any Governmental Authority, AMC shall arrange, as soon as reasonably practicable following the receipt of such request, to provide appropriate copies of

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such Records (or the originals thereof if Cablevision has a reasonable need for such originals) in the possession or control of AMC or any of the AMC Subsidiaries, but only to the extent such items are not already in the possession or control of the requesting Party.
          Section 4.2 Access to Information. Except as specifically provided in Article III (in which event the provisions of such Article will govern), from and after the Distribution Date, each of Cablevision and AMC shall afford to the other and its authorized Representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to the personnel, properties, and Records of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party and relates to such other Party or the conduct of its business prior to the Effective Time.
          Section 4.3 Witnesses; Documents and Cooperation in Actions. (a) At all times from and after the Distribution Date, each of Cablevision and AMC shall use their commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ former and then current Representatives as witnesses and any Records within its control or which it otherwise has the ability to make available, to the extent that such Persons or Records may reasonably be required in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved. This provision shall not apply to any Action brought by one Party against another Party (as to which production of documents and witnesses shall be governed by applicable discovery rules).
          (b) Without limiting any provision of this Section 4.3, the Parties shall cooperate and consult, and shall cause each member of their respective Groups to cooperate and consult, to the extent reasonably necessary with respect to any Actions.
          (c) In connection with any matter contemplated by this Section 4.3, the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of any Group.
          Section 4.4 Confidentiality. (a) Cablevision and the Cablevision Subsidiaries and AMC and the AMC Subsidiaries shall not use or permit the use of and shall keep, and shall cause its consultants and advisors to keep, confidential all information concerning the other Party in its possession, its custody or under its control to the extent such information, (w) relates to or was acquired during the period up to the Effective Time, (x) relates to any Ancillary Agreement, (y) is obtained in the course of performing services for the other Party pursuant to any Ancillary Agreement, or (z) is based upon or is derived from information described in the preceding clauses (w), (x) or (y), and each Party shall not (without the prior written consent of the other) otherwise release or disclose such information to any other Person, except such Party’s auditors, attorneys, consultants and advisors, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by Law and such Party has used commercially reasonable efforts to consult with the other affected Party or Parties prior to such disclosure. Each Party shall be deemed to have satisfied its obligation to hold confidential any information concerning or owned by the other Party or its Group if it exercises the same care as

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it takes to preserve confidentiality for its own similar information. The covenants in this Section 4.4 shall survive the transactions contemplated by this Agreement and shall continue indefinitely; provided, however, that the covenants in this Section 4.4 shall terminate with respect to any information not constituting a trade secret under applicable law on the third anniversary of the later of the Distribution Date or the date on which the Party subject to such covenants with respect to such information receives it (but any such termination shall not terminate or otherwise limit any other covenant or restriction regarding the disclosure or use of such information under any Ancillary Agreement or other agreement, instrument or legal obligation). This Section 4.4 shall not apply to information (A) that has been in the public domain through no fault of such Party or (B) that has been later lawfully acquired from other sources by such Party, (C) the use or disclosure of which is permitted by this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto, (D) that is immaterial and its disclosure is required as part of the conduct of that Party’s business and would not reasonably be expected to be detrimental to the interests of the other Party or (E) that the other Party has agreed in writing may be so used or disclosed.
          (b) If any Party or any member of its Group either determines that it is required to disclose pursuant to applicable Law, or receives any demand under lawful process or from any Governmental Authority to disclose or provide, information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions of Section 4.4(a) such Party shall notify the other Party prior to disclosing or providing such information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide such information if and to the extent required by such Law or by lawful process or such Governmental Authority; provided, however, that the Person shall only disclose such portion of the information as required to be disclosed or provided.
          Section 4.5 Privileged Matters. Except as may be otherwise provided in an Ancillary Agreement, the Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the Cablevision Group, and the members of the AMC Group, and that each of the members of the Cablevision Group, and each of the members of the AMC Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law. To allocate the interests of each Party in the information as to which any Party is entitled to assert a privilege, the Parties agree as follows:
          (a) Cablevision shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Cablevision Business (other than with respect to Liabilities as to which AMC is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of Cablevision or AMC. Cablevision shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Cablevision Liabilities (including Retained Claims Liabilities), or other Liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future,

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whether or not the privileged information is in the possession of or under the control of Cablevision or AMC.
          (b) AMC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the AMC Business (other than with respect to matters or claims that are Retained Claims Liabilities or other Liabilities as to which Cablevision is required to provide indemnification under Article III), whether or not the privileged information is in the possession of or under the control of Cablevision or AMC. AMC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the subject matter of any claims constituting AMC Liabilities, or other liabilities as to which it is required to provide indemnification under Article III, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by AMC, whether or not the privileged information is in the possession of AMC or under the control of Cablevision or AMC.
          (c) The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 4.5, with respect to all privileges not allocated pursuant to the terms of Sections 4.5(a) and (b).
          (d) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privileged, without the consent of the other Party, which consent shall not be unreasonably withheld or delayed, except to the extent reasonably required in connection with any Third-Party Claims or as provided in subsection (e) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within 20 days after notice upon the other Party requesting such consent.
          (e) In the event of any litigation or dispute between or among the Parties, any Party and a Subsidiary of the other Party, or a Subsidiary of one Party and a Subsidiary of the other Party, either such Party may waive a privilege in which the other Party has a shared privilege, without obtaining the consent of the other Party, provided, however, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the Parties and/or their Subsidiaries, and shall not operate as a waiver of the shared privilege with respect to any Third-Party Claims.
          (f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for a waiver by the other Party. Each Party hereto specifically agrees that it will not withhold consent to a waiver for any purpose except to protect its own legitimate interests.
          (g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries’ current or former Representatives have received any subpoena, discovery or other request which arguably

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calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 4.5 or otherwise to prevent the production or disclosure of such privileged information.
          (h) The transfer of all Records and other information pursuant to this Agreement is made in reliance on the agreement of Cablevision and AMC, as set forth in Sections 4.2, 4.4 and 4.5, to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Sections 4.1, 4.2, and 4.3 hereof, the agreement to provide witnesses and individuals pursuant to Sections 4.2 and 4.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by Section 4.3 hereof, and the transfer of privileged information between and among the Parties and their respective Subsidiaries, Affiliates and Representatives pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.
          Section 4.6 Ownership of Information. Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to Article III or this Article IV shall be deemed to remain the property of the providing Person. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.
          Section 4.7 Cost of Providing Records and Information. A Party requesting Records, information or access to personnel, witnesses or properties, under Articles III or IV, agrees to reimburse the other Party and its Subsidiaries for the reasonable out-of-pocket costs, if any, incurred in seeking to satisfy the request of the requesting Party.
          Section 4.8 Retention of Records. Except (a) as provided in the Tax Disaffiliation Agreement or (b) when a longer retention period is otherwise required by Law or agreed to in writing, the Cablevision Group and the AMC Group shall retain all Records relating to the Cablevision Business and the AMC Business as of the Effective Time for the periods of time provided in each Party’s record retention policy (with respect to the documents of such party and without regard to the Distribution or its effects) as in effect on the Distribution Date. Notwithstanding the foregoing, in lieu of retaining any specific Records, Cablevision or AMC may offer in writing to deliver such Records to the other and, if such offer is not accepted within 90 days, the offered Records may be destroyed or otherwise disposed of at any time. If a recipient of such offer shall request in writing prior to the scheduled date for such destruction or disposal that any of Records proposed to be destroyed or disposed of be delivered to such requesting Party, the Party proposing the destruction or disposal shall promptly arrange for delivery of such of the Records as was requested (at the cost of the requesting Party).
          Section 4.9 Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Article IV are subject to any specific limitations, qualifications or additional provisions on cooperation, access to information, privilege and the sharing, exchange or confidential treatment of information set forth in any Ancillary Agreement

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or in any other agreement to which a member of the Cablevision Group and a member of the AMC Group is a party.
          Section 4.10 Policies and Best Practices. Without representation or warranty, AMC and Cablevision shall continue to be permitted to share, on a confidential basis, “best practices” information and materials (such as policies, workflow templates and standard form contracts).
          Section 4.11 Compliance with Laws and Agreements. Nothing in this Article IV shall be deemed to require any Person to provide any information if doing so would, in the opinion of counsel to such Person, be inconsistent with any legal or constitutional obligation applicable to such Person.
ARTICLE V
MISCELLANEOUS
          Section 5.1 Complete Agreement; Construction. This Agreement, including the Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail.
          Section 5.2 Ancillary Agreements. Except as may be expressly stated herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.
          Section 5.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
          Section 5.4 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.
          Section 5.5 Distribution Expenses. Except as otherwise set forth in this Agreement or any Ancillary Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery, printing and implementation of this Agreement and any Ancillary Agreement, the Information Statement, the Registration Statement and the Offering Memorandum, the Distribution and the Standalone Financing and the consummation of the transactions contemplated thereby, shall be charged to and paid by Cablevision. Such expenses shall be deemed to be Cablevision Liabilities. Except as otherwise set forth in this Agreement or any Ancillary Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date. Any amount or expense to be paid or reimbursed by any Party to any other Party shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and written demand therefor is made.

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          Section 5.6 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
          To Cablevision:
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Attention: General Counsel
          To CSC:
CSC Holdings, LLC
1111 Stewart Avenue
Bethpage, New York 11714
Attention: General Counsel
          To AMC:
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001
Attention: General Counsel
          Section 5.7 Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.
          Section 5.8 Amendments. Subject to the terms of Sections 5.11 and 5.13 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
          Section 5.9 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.
          Section 5.10 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

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          Section 5.11 Termination. This Agreement (including Article III hereof) may be terminated and the Distribution or the Standalone Financing may be amended, modified or abandoned at any time prior to the AMC Distribution by and in the sole discretion of Cablevision without the approval of CSC, AMC or the stockholders of Cablevision. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the AMC Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties; provided, however, that Article III shall not be terminated or amended after the AMC Distribution in respect of a Third Party beneficiary thereto without the consent of such Person.
          Section 5.12 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.
          Section 5.13 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and shall not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.
          Section 5.14 Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
          Section 5.15 Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent (except as set forth in the last sentence of Section 5.1) as if the same had been set forth verbatim herein.
          Section 5.16 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.
          Section 5.17 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
          Section 5.18 Specific Performance. From and after the AMC Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the AMC Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

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          Section 5.19 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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          IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.
         
  CABLEVISION SYSTEMS CORPORATION
 
 
  By:   /s/  Gregg G. Seibert   
    Name:   Gregg G. Seibert   
    Title:   Executive Vice President   
 
  CSC HOLDINGS, LLC
 
 
  By:   /s/  Gregg G. Seibert   
    Name:   Gregg G. Seibert   
    Title:   Executive Vice President   
 
  AMC NETWORKS INC.
 
 
  By:   /s/  Joshua W. Sapan   
    Name:   Joshua W. Sapan   
    Title:   President and Chief Executive Officer   
 
[Signature Page to Distribution Agreement]

 


 

Schedule A
SUBSIDIARIES OF AMC
SUBSIDIARY:
11 PENN TV, LLC
AMC FILM HOLDINGS LLC
AMC TELEVISION PRODUCTIONS LLC
AMERICAN MOVIE CLASSICS COMPANY LLC
AMERICAN MOVIE CLASSICS IV HOLDING
CORPORATION
ANIMANIA COMPANY LLC
CASSIDY HOLDINGS, INC.
DIGITAL STORE LLC
EPICS COMPANY LLC
EQUATOR HD COMPANY LLC
GALLERY HD COMPANY LLC
GAMEPLAY HD COMPANY LLC
HD CINEMA 10 COMPANY LLC
IFC ENTERTAINMENT HOLDINGS LLC
IFC ENTERTAINMENT LLC
IFC FILMS LLC
IFC IN THEATERS LLC
IFC PRODUCTIONS I L.L.C.
IFC THEATRES CONCESSIONS LLC
IFC THEATRES, LLC
LAB HD COMPANY LLC
LS VOD COMPANY LLC
LS VOD HOLDINGS LLC
MONSTERS COMPANY LLC
NEWSBYTES COMPANY LLC
RAINBOW DBS COMPANY LLC
RAINBOW DBS HOLDINGS, INC.
RAINBOW FILM HOLDINGS LLC
RAINBOW MEDIA ENTERPRISES, INC.
RAINBOW MEDIA GLOBAL LLC
RAINBOW MEDIA HOLDINGS LLC
RAINBOW NATIONAL SERVICES LLC
RAINBOW NATIONAL SPORTS HOLDINGS LLC
RAINBOW NETWORK COMMUNICATIONS
RAINBOW PROGRAMMING HOLDINGS LLC
RAVE COMPANY LLC
RMH GE HOLDINGS I, INC.
RMH GE HOLDINGS II, INC.
RMH GE HOLDINGS III, INC.
RNC HOLDING CORPORATION

 


 

RNC II HOLDING CORPORATION
RNS CO-ISSUER CORPORATION
RUSH HD COMPANY LLC
SELECTS VOD LLC
SPORTS ON DEMAND LLC
SUNDANCE CHANNEL (UK) LIMITED
SUNDANCE CHANNEL ASIA LLC
SUNDANCE CHANNEL EUROPE LLC
SUNDANCE CHANNEL L.L.C.
THE INDEPENDENT FILM CHANNEL LLC
TREASURE HD COMPANY LLC
TWD PRODUCTIONS II LLC
TWD PRODUCTIONS LLC
ULTRA HD COMPANY LLC
VOOM HD HOLDINGS LLC
WE TV ASIA LLC
WE: WOMEN’S ENTERTAINMENT LLC
WEDDING CENTRAL LLC
WORLD SPORT COMPANY LLC

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Schedule B
RETAINED CLAIMS LIABILITIES
1.   Any and all Liabilities relating to claims raised by Thomas Dolan against Rainbow Media Holdings LLC in Thomas C. Dolan v. Cablevision Systems Corporation and Rainbow Media Holdings LLC pending in the Supreme Court of the State of New York, County of New York: Commercial Division (Civ. No. 651011/2011), with respect to which Cablevision has notified AMC it has assumed the defense pursuant to Section 3.3(a).

 


 

Schedule C-1
GUARANTEES
     None.

 


 

Schedule C-2
GUARANTEES
     None.

 

exv2w2
Exhibit 2.2
          CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 6, 2011, by and among CABLEVISION SYSTEMS CORPORATION, a Delaware corporation (“Cablevision”), CSC HOLDINGS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Cablevision (“CSC”), and AMC NETWORKS INC., a Delaware corporation (“AMC”).
RECITALS
          WHEREAS, Cablevision and AMC are parties to a Distribution Agreement, dated as of June 6, 2011 (the “Distribution Agreement”);
          WHEREAS, pursuant to the Distribution Agreement, the parties wish to cause the transactions described on Annex I (the “Reorganization Transactions”) to be completed including, without limitation, the assignment by CSC to AMC of all the membership interests in Rainbow Media Holdings LLC (the “Holdings Interests;” the assignment of the Holdings Interests is referred to herein as the “Assignment”);
          WHEREAS, in consideration of the Assignment, AMC wishes to issue to CSC, and CSC wishes to receive, 5000 shares of newly issued Common Stock, par value $.01 per share, of AMC (the “AMC Stock”);
          WHEREAS, in consideration of the Assignment, AMC wishes to issue to CSC, and CSC wishes to receive, $1,250,000,000 aggregate principal amount of debt obligations of AMC, consisting of (i) $700,000,000 of AMC’s senior unsecured notes (the “AMC Notes”), issued pursuant to an indenture, to be dated as of the Distribution Date, between AMC, certain subsidiaries of AMC and a Trustee to be determined by AMC and (ii) $550,000,000 of senior secured term loans (the “AMC Loans”, and together with the AMC Notes, the “AMC Debt”), incurred pursuant to the Credit Agreement, to be dated as of the Distribution Date (the “Credit Agreement”), among AMC, certain subsidiaries of AMC, the Lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”), and the other parties thereto;
          WHEREAS, in consideration of the Assignment, CSC wishes to enter into, and AMC Networks wishes to cause certain of its subsidiaries to enter into, an agreement terminating the Consulting Agreement (as defined below) effective as of the Distribution Date;
          WHEREAS, in order to complete the Reorganization Transactions and the issuance of the AMC Stock and the AMC Debt, the parties desire to enter into this Agreement; and
          WHEREAS, terms used but not defined herein have the meanings assigned thereto in the Distribution Agreement.
          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, the parties agree as follows:
          1. Assignments. Subject to the terms of the Distribution Agreement, each of Cablevision and AMC shall take all actions necessary to cause the completion of the

 


 

Reorganization Transactions to which it or any of its subsidiaries is a party. In furtherance thereof, effective as of the date of this Agreement, CSC shall assign to AMC, and AMC shall accept from CSC, all of CSC’s right, title and interest in the Holdings Interests, pursuant to the Assignment Agreement, dated the date of this Agreement between CSC and AMC.
          2. Stock Issuance. AMC hereby agrees to issue to CSC, effective as of the date of this Agreement, the AMC Stock, by delivery of stock certificates therefor, pursuant to the Assignment Agreement and Stock Power, dated the date of this Agreement, between CSC and AMC. Cablevision and CSC acknowledge and agree that each of these stock certificates shall bear the legends contemplated by Annex II hereto.
          3. Debt Issuance. AMC hereby agrees to issue to CSC, effective as of the Distribution Date, the AMC Debt, by (i) delivery of certificates representing the AMC Notes (or by book-entry record of beneficial ownership thereof) and (ii) an appropriate entry in the accounts or records of the Administrative Agent evidencing the obligation of AMC to CSC under the AMC Loans.
          4. Termination of Consulting Agreement. Prior to the Distribution Date, CSC shall enter into, and AMC shall cause its subsidiaries, American Movie Classics Company LLC and WE: Women’s Entertainment, LLC, to enter into, a Termination Agreement in the form attached hereto as Annex III terminating the Consulting Agreement, dated as of March 29, 2001, to which they are parties (the “Consulting Agreement”). The termination of the Consulting Agreement will be effective as of 11:59 p.m. on the Distribution Date.
          5. Disclosure. Except as expressly provided in the Distribution Agreement or in any Ancillary Agreement, (i) none of the parties is making any representation to any other party in connection with the Reorganization Transactions, the Assignment or the issuance of the AMC Stock or the AMC Debt, and (ii) AMC is not directly assuming any liabilities of Rainbow Media Holdings LLC or its subsidiaries under the Reorganization Transactions or the Assignment.
          6. Further Assurances. Each party hereto agrees to take such further actions as may be reasonably necessary to effect the transactions contemplated by this Agreement.
          7. Complete Agreement; Construction. This Agreement, including the Annexes hereto shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Annex, the Annex shall prevail.
          8. Ancillary Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Distribution Agreement or the Ancillary Agreements. Without limiting the foregoing sentence, the provisions of Section 2.13 and 2.14 of the Distribution Agreement shall apply to the Reorganization Transaction and the Assignment.
          9. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become

-2-


 

effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.
          10. Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date.
          11. Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
          To Cablevision and CSC:
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, New York 11714
Attention: General Counsel
          To AMC:
AMC Networks Inc.
Eleven Penn Plaza
New York, New York 10001
Attention: General Counsel
          12. Waivers. The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party’s right to demand strict performance thereafter of that or any other provision hereof.
          13. Amendments. Subject to the terms of Section 14 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the parties.
          14. Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party without the prior written consent of the other party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning party to be performed or observed.
          15. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

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          16. Termination. This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of Cablevision without the approval of AMC or the stockholders of Cablevision. In the event of such termination, no party shall have any liability of any kind to any other party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties.
          17. Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.
          18. Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
          19. Annexes. The Annexes shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
          20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.
          21. Waiver of Jury Trial. The parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.
          22. Specific Performance. From and after the Distribution, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the parties agree that the party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that, from and after the Distribution, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
          23. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of illegal or unenforceable provisions.

-4-


 

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
         
    CABLEVISION SYSTEMS CORPORATION
 
 
     /s/  Gregg G. Seibert   
    Name:   Gregg G. Seibert   
    Title:   Executive Vice President   
 
    CSC HOLDINGS, LLC
 
 
     /s/  Gregg G. Seibert   
    Name:   Gregg G. Seibert   
    Title:   Executive Vice President   
 
    AMC NETWORKS INC.
 
 
     /s/  Joshua W. Sapan   
    Name:   Joshua W. Sapan   
    Title:   President and Chief Executive Officer   
 
[Signature Page to Contribution Agreement]

 


 

Annex I
Reorganization Transactions
Transaction
1.   CSC Holdings, LLC (“CSC”) contributes the membership interests in Rainbow Media Holdings LLC to AMC Networks Inc. (“AMC”) in exchange for common stock of AMC (the “Contribution”) to be issued to CSC at the time of the Contribution and debt obligations of AMC (“AMC Debt”) to be issued to CSC on the Distribution Date.
 
2.   AMC amends and restates its certificate of incorporation so that its entire capital stock shall be converted into Class A Common Stock and Class B Common Stock.
 
3.   CSC Holdings, LLC distributes AMC Class A Common Stock and Class B Common Stock to Cablevision Systems Corporation.
 
4.   CSC Holdings, LLC exchanges the AMC Debt in separate transactions with an affiliate of each of J.P Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to separate Payment in Satisfaction Agreements, each dated as of June 21st, 2011 or June 22, 2011 (assuming a Distribution Date of June 30, 2011) and with each such exchange to be effected contemporaneously on the Distribution Date.
 
5.   Cablevision Systems Corporation distributes AMC Class A Common Stock and Class B Common Stock to its stockholders.

 


 

Annex II
Stock Certificates Legends
“The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) or any state securities or Blue Sky laws and may not be sold, transferred, pledged or otherwise disposed of without registration under the Act or such state laws or unless such sale, transfer, pledge or other disposition is exempt from registration thereunder.”1
“The shares represented by this certificate are held subject to the terms of a certain Registration Rights Agreement, dated June 9, 2011, by and among AMC Networks Inc. and the Charles F. Dolan Children Trusts, as amended from time to time, a copy of which is on file with the Secretary of AMC Networks Inc., and such shares may not be sold, transferred or otherwise disposed of, directly or indirectly, except in accordance with the terms of such Registration Rights Agreement.”2
“The voting and transfer of the shares represented by his certificate are restricted by, and subject to the terms and conditions of, the Class B Stockholders’ Agreement, dated as of June 9, 2011, as it may be further amended, a copy of which is with the Secretary of AMC Networks Inc. and will be furnished without charge to the holder of such shares upon written request.”3
 
1   This legend shall be removed from certificates representing Class A Common Stock prior to the distribution of those shares by Cablevision Systems Corporation.
 
2   Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend shall be placed on the certificates for the Class B Common Stock registered in the names of the Charles F. Dolan Children Trusts.
 
3   Prior to the distribution of Class B Common Stock, $.01 par value, by Cablevision, this legend will be placed on all certificates representing Class B Common Stock.

 


 

Annex III
Form of Termination Agreement
TERMINATION AGREEMENT
          TERMINATION AGREEMENT, made as of the ____ day of ________, 2011, among CSC Holdings, LLC a Delaware limited liability company (“CSC”), American Movie Classics Company LLC, a New York limited liability company (“AMCC”) and WE: Women’s Entertainment LLC, a Delaware limited liability company (“WE”).
          WHEREAS, CSC, AMCC and WE are parties to a Consulting Agreement, dated March 29, 2001 (the “Consulting Agreement”);
          WHEREAS, CSC and AMC Networks Inc. (“AMC”) are party to a Contribution Agreement, dated ______, 2011 (the “Contribution Agreement”) pursuant to which certain reorganizational and other transactions are provided for, including transactions whereby AMCC and WE will become subsidiaries of AMC;
          WHEREAS, in the Contribution Agreement, CSC has agreed to enter into this Agreement and AMC Networks has agreed to cause AMCC and WE to enter into this Agreement;
          WHEREAS, pursuant to a Distribution Agreement, dated _______, 2011 between Cablevision Systems Corporation (“Cablevision”), CSC and AMC (the “Distribution Agreement”), Cablevision will distribute all of the common stock of AMC to the stockholders of Cablevision on the Distribution Date (as defined in the Distribution Agreement);
          WHEREAS, the parties hereto desire to terminate the Consulting Agreement as provided herein;
          NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto have agreed and by these presents hereby agree to abide by and be bound by the following Consulting Agreement:
          24. Termination. Effective as of 11:59 p.m. on the Distribution Date (as defined in the Distribution Agreement), the Consulting Agreement shall terminate (the “Termination Time”).
          25. Effect of Termination. From and after the Termination Time, none of the parties to the Consulting Agreement shall have any further obligation thereunder other than the obligation of AMCC and WE to make the payments required by Section 4 of the Consulting Agreement for the period ending at the Termination Time. CSC, AMCC and WE confirm and agree that there are not and there have not been any “Future Brands” as that term is used in Section 2 of the Consulting Agreement.
          26. Mutual Releases. Effective as of the Termination Time and subject to the making of the payment provided for in Section 2 of this Agreement, each of the parties to this

 


 

Annex III
Agreement, on behalf of itself and each of its affiliates hereby releases each other party to the Consulting Agreement and its respective affiliates, directors, officers, employees, agents, attorneys and representatives from any liability, claim or obligation under the Consulting Agreement.
          27. Notices. All notices or other communications required hereunder shall be in writing and shall be deemed to have been duly given as of five days after the day and time of mailing by certified or registered mail, postage prepaid, to the following addresses, or such other addresses as the parties hereto shall, by like notice, from time to time notify one another:
         
 
  To AMCC:   American Movie Classics
 
      Company LLC
 
      11 Penn Plaza
 
      New York, NY 10001
 
      Attention: General Counsel
 
       
 
  To WE:   WE: Women’s Entertainment, LLC
 
      11 Penn Plaza
 
      New York, NY 10001
 
      Attention: General Counsel
 
       
 
  To CSC:   CSC Holdings, LLC
 
      1111 Stewart Avenue
 
      Bethpage, NY 11714
 
      Attention: General Counsel
          28. Binding Effect. This Agreement shall be binding upon and inure to the benefit of CSC, AMCC and WE and their respective successors and assigns, but neither this Agreement nor any rights hereunder may be assigned by without the prior written consent of the other parties.
          29. Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and shall supersede any prior understandings or written or oral agreements between said parties respecting such subject matter. This Agreement shall not be modified except in a writing signed by each of the parties hereto.
          30. Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof.
          31. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law; but if any provision of this Agreement or the application thereof to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the minimal extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement or the application of such provision to other parties or circumstances.

 


 

Annex III
          32. Waiver. No delay or omission of any party hereto to exercise rights under this Agreement shall impair any such right or shall be construed to be a waiver of any default or acquiescence therein. No waiver of any default shall be construed, taken, or held to be a waiver of any other default, or waiver, acquiescence in, or consent to any further or succeeding default of the same nature.
          33. Applicable Law. This Agreement shall be construed and administered and the validity thereof shall be determined in accordance with the internal laws of the State of New York without regard to principles of conflicts of laws.
          IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of the date first above written.
         
  CSC HOLDINGS, LLC
 
 
  By:      
    Title:   
       
 
  AMERICAN MOVIE CLASSICS COMPANY LLC
 
 
  By:      
    Title:   
       
 
  WE: WOMEN’S ENTERTAINMENT LLC
 
 
  By:      
    Title:   
       
 

 

exv10w2
Exhibit 10.2
TAX DISAFFILIATION AGREEMENT
BETWEEN
CABLEVISION SYSTEMS CORPORATION
AND
AMC NETWORKS INC.
DATED AS OF JUNE 6, 2011

 


 

TABLE OF CONTENTS
         
    Page  
SECTION 1. Definition of Terms
    1  
 
       
SECTION 2. Allocation of Taxes and Tax-Related Losses
    9  
 
       
2.1 Allocation of Taxes
    9  
2.2 Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes
    9  
2.3 Tax Payments
    10  
 
       
SECTION 3. Preparation and Filing of Tax Returns
    10  
 
       
3.1 Combined Returns
    10  
3.2 Separate Returns
    10  
3.3 Agent
    10  
3.4 Provision of Information
    10  
3.5 Special Rules Relating to the Preparation of Tax Returns
    11  
3.6 Refunds, Credits or Offsets
    11  
3.7 Carrybacks
    12  
3.8 Amended Returns
    12  
3.9 Compensatory Equity Interests
    12  
 
       
SECTION 4. Tax Payments
    12  
 
       
4.1 Payment of Taxes to Tax Authority
    12  
4.2 Indemnification Payments
    12  
4.3 Interest on Late Payments
    12  
4.4 Tax Consequences of Payments
    13  
4.5 Section 336(e) Election
    13  
4.6 Certain Final Determinations
    13  
 
       
SECTION 5. Cooperation and Tax Contests
    13  
 
       
5.1 Cooperation
    13  
5.2 Notices of Tax Contests
    13  
5.3 Control of Tax Contests
    14  
5.4 Cooperation Regarding Tax Contests
    14  
 
       
SECTION 6. Tax Records
    14  
 
       
6.1 Retention of Tax Records
    14  
6.2 Access to Tax Records
    15  
6.3 Confidentiality
    15  
 
       
SECTION 7. Representations and Covenants
    15  
 
       
7.1 Covenants of Cablevision and AMC
    15  
7.2 Private Letter Ruling
    15  
7.3 Covenants of AMC
    16  
7.4 Covenants of Cablevision
    16  
7.5 Exceptions
    17  
7.6 Injunctive Relief
    17  

i


 

         
    Page  
7.7 Further Assurances
    17  
 
       
SECTION 8. General Provisions
    17  
 
       
8.1 Predecessors or Successors
    18  
8.2 Construction
    18  
8.3 Ancillary Agreements
    18  
8.4 Counterparts
    18  
8.5 Notices
    18  
8.6 Amendments
    18  
8.7 Assignment
    18  
8.8 Successors and Assigns
    19  
8.9 Change in Law
    19  
8.10 Authorization, Etc.
    19  
8.11 Termination
    19  
8.12 Subsidiaries
    19  
8.13 Third-Party Beneficiaries
    19  
8.14 Titles and Headings
    19  
8.15 Governing Law
    19  
8.16 Waiver of Jury Trial
    19  
8.17 Severability
    19  
8.18 No Strict Construction; Interpretation
    19  

ii


 

TAX DISAFFILIATION AGREEMENT
     THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of June 6, 2011 by and between Cablevision Systems Corporation, a Delaware corporation (Cablevision), and AMC Networks Inc., a Delaware corporation and a wholly-owned subsidiary of Cablevision (“AMC” and, together with Cablevision, the “Parties”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
RECITALS
     WHEREAS, the Board of Directors of Cablevision determined that, based on the Corporate Business Purposes, it is in the best interests of Cablevision and its stockholders to separate the businesses of AMC, all as more fully described in AMC’s registration statement on Form 10, from Cablevision’s other businesses on the terms and conditions set forth in the Distribution Agreement between Cablevision and AMC dated on or about the date hereof (the “Distribution Agreement”);
     WHEREAS, the Board of Directors of CSC Holdings, LLC (“CSC”) authorized the distribution to Cablevision, as the sole stockholder of CSC, of all the AMC Common Stock (the “CSC Distribution”) and has determined that, based on the Corporate Business Purposes, the CSC Distribution and the Debt Exchange (as defined below) are in the best interests of CSC and its stockholder and has approved the Distribution Agreement;
     WHEREAS, the Board of Directors of Cablevision has authorized the distribution to the holders of the issued and outstanding shares of NY Group Class A Common Stock, par value $0.01 per share, of Cablevision (Cablevision Class A Stock) and NY Group Class B Common Stock, par value $0.01 per share, of Cablevision (“Cablevision Class B Stock” and, together with the Cablevision Class A Stock, the “Cablevision Common Stock”), as of the record date for the distribution, of all the issued and outstanding shares of Class A common stock, par value $0.01 per share, of AMC (the “AMC Class A Common Shares”) and Class B common stock, par value $0.01 per share, of AMC (the “AMC Class B Common Shares”) (each such AMC Class A Common Share and AMC Class B Common Share is individually referred to as an “AMC Share” and collectively referred to as the “AMC Shares”), respectively, on the basis of one AMC Share for each four shares of Cablevision Common Stock, and to distribute certain obligations of AMC in exchange for certain obligations of CSC pursuant to the Debt Exchange, as defined below (such steps collectively with the Contribution, the CSC Distribution, and the Debt Exchange, the “Distribution”);
     WHEREAS, Cablevision intends the Distribution to qualify as a tax-free transaction described under Sections 368(a)(1)(D), 355, and 361 of the Code;
     WHEREAS, the Boards of Directors of Cablevision and AMC have each determined that the Distribution and the other transactions contemplated by the Distribution Agreement, and the Ancillary Agreements (as defined below) are in furtherance of and consistent with the Corporate Business Purposes and, as such, are in the best interests of their respective companies and stockholders or sole stockholder, as applicable, and have approved the Distribution Agreement, and each of the Ancillary Agreements;
     WHEREAS, the Parties set forth in the Distribution Agreement the principal arrangements between them regarding the separation of the AMC Group from the Cablevision Group; and
     WHEREAS, the Parties desire to provide for and agree upon the allocation between the Parties of liabilities for Taxes arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes.
     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties hereby agree as follows:
     SECTION 1. Definition of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

 


 

     “Affiliate” means, when used with respect to any specified Person, a Person that directly or indirectly Controls, is Controlled by, or is under common Control with such specified Person. Unless explicitly provided herein to the contrary, (x) neither Cablevision nor any member of the Cablevision Group shall be deemed to be an Affiliate of AMC or any of its Subsidiaries; (y) neither AMC nor any member of the AMC Group shall be deemed to be an Affiliate of Cablevision or any of its Subsidiaries; and (z) neither MSG nor any member of the MSG Group shall be deemed to be an Affiliate of Cablevision (or any of its Subsidiaries) or of AMC (or any of its Subsidiaries).
     “Agreement” has the meaning set forth in the preamble hereof.
     “AMC” has the meaning set forth in the preamble hereof.
     “AMC Business” means the “IFC Business” as set forth in the Ruling Request that constitutes an active trade or business, within the meaning of Section 355(b) of the Code, of the separate affiliated group of AMC, as determined in the Ruling.
    “AMC Class A Common Shares” has the meaning set forth in the recitals to this Agreement.
     “AMC Class B Common Shares” has the meaning set forth in the recitals to this Agreement.
     “AMC Management Fee Agreement” means that certain Consulting Agreement, dated as of March 29, 2001, among CSC, American Movie Classics Company, and WE: Women’s Entertainment LLC.
     “AMC Group” means (x) with respect to any Tax Year (or portion thereof) ending at or before the Effective Time, AMC and each of its Subsidiaries at the Effective Time; and (y) with respect to any Tax Year (or portion thereof) beginning after the Effective Time, AMC and each Subsidiary of AMC (but only while such Subsidiary is a Subsidiary of AMC).
     “AMC Indemnified Party” includes each member of the AMC Group, each of their representatives and Affiliates, each of their respective directors, officers, managers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns.
     “AMC Shares” has the meaning set forth in the recitals to this Agreement.
     “AMC Tainting Act” means a breach of the covenant made by AMC in Section 7.1 of this Agreement or the taking of a Restricted Action, if as a result of such breach or taking of a Restricted Action a Final Determination is made that the Distribution failed to be tax-free by reason of (i) failing to qualify as a distribution described in Sections 355 and 368(a)(1)(D) of the Code, (ii) any stock or obligations (including, for the avoidance of doubt, the Senior Notes and the Term Loan B) of AMC failing to qualify as “qualified property” within the meaning of Section 355(c)(2) of the Code or, where applicable, failing to be stock or securities permitted to be received without recognition of gain or loss under Section 361(a) of the Code, or (iii) the application of Sections 355(d) or 355(e) of the Code to the Distribution.
    “Ancillary Agreements” means the agreements encompassed by such term in the Distribution Agreement.
     “Business Day” has the meaning set forth in the Distribution Agreement.
    “Cablevision” has the meaning set forth in the preamble hereof.
     “Cablevision Business” means such cable video business as set forth in the Ruling Request that constitutes an active trade or business, within the meaning of Section 355(b) of the Code, of the separate affiliated group of Cablevision, as determined in the Ruling.

2


 

     “Cablevision Class A Common Stock” has the meaning set forth in the recitals to this Agreement.
     “Cablevision Class B Common Stock” has the meaning set forth in the recitals to this Agreement.
     “Cablevision Common Stock” has the meaning set forth in the recitals to this Agreement.
     “Cablevision Group” means Cablevision and each Subsidiary of Cablevision (but only while such Subsidiary is a Subsidiary of Cablevision) other than any Person that is a member of the AMC Group (but only during the period such Person is treated as a member of the AMC Group).
     “Cablevision Indemnified Party” includes each member of the Cablevision Group, each of their representatives and Affiliates, each of their respective directors, officers, managers and employees, and each of their heirs, executors, trustees, administrators, successors and assigns.
     “Cablevision Tainting Act” means any breach of a representation or covenant made by Cablevision in Section 7.1 or Section 7.4 of this Agreement, if as a result of such breach a Final Determination is made that the Distribution failed to be tax-free by reason of (i) failing to qualify as a distribution described in Sections 355 and 368(a)(1)(D) of the Code, (ii) any stock or obligations (including, for the avoidance of doubt, the Senior Notes and the Term Loan B) of AMC failing to qualify as “qualified property” within the meaning of Section 355(c)(2) of the Code or, where applicable, failing to be stock or securities permitted to be received without recognition of gain or loss under Section 361(a) of the Code, or (iii) the application of Sections 355(d) or 355(e) of the Code to the Distribution.
     “Code” means the U.S. Internal Revenue Code of 1986, as amended.
     “Combined Return” means a consolidated, combined or unitary Tax Return that includes, by election or otherwise, one or more members of the Cablevision Group and one or more members of the AMC Group.
     “Companies” means Cablevision and AMC.
     “Company” means Cablevision or AMC, as the context requires.
     “Compensatory Equity Interests” means options, stock appreciation rights, restricted stock, restricted stock units or other rights with respect to Cablevision Common Stock or AMC Shares that are granted by Cablevision, AMC or any of their respective Subsidiaries in connection with employee or director compensation or other employee benefits.
     “Compensatory Equity Net Share Settlements” means “net share settlement” transactions with respect to Compensatory Equity Interests between either Party (or any of their respective Subsidiaries) on the one hand and the employee (or director, as the case may be) of such Party or the other Party (or any of their respective Subsidiaries) on the other hand, in each case pursuant to the terms of the relevant agreement with respect to such Compensatory Equity Interests.
     “Contribution” means the contribution by Cablevision (through entities disregarded as separate from Cablevision for U.S. federal tax purposes) to AMC of all of the membership interests of Rainbow Media Holdings LLC, a Delaware limited liability company, in exchange for the AMC Shares, obligations of AMC (the Senior Notes and the Term Loan B), and the termination of the AMC Management Fee Agreement.
     “Contribution Agreement” means the Contribution Agreement by and among Cablevision, CSC, and AMC, dated on or about the date hereof.
     “Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or

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partnership, membership, limited liability company, or other ownership interests, by contract or otherwise and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.
     “Controlling Party” means, with respect to a Tax Contest, the Person that has responsibility, control and discretion in handling, defending, settling or contesting such Tax Contest.
     “Corporate Business Purposes” means the Corporate Business Purposes as set forth in the Tax Opinion Representations and the “Reasons for the Distribution” in AMC’s registration statement on Form 10.
     “Covered Income Taxes” means any Income Taxes other than New York City Unincorporated Business Tax as currently imposed by Section 11-503 of the New York City Administrative Code or any successor thereto.
     “Credit Agreement” has the meaning set forth in the Contribution Agreement.
     “CSC” has the meaning set forth in the recitals to this Agreement.
     “CSC Distribution” has the meaning set forth in the recitals to this Agreement.
     “Debt Exchange” shall mean the exchange of the Senior Notes and the Term Loan B for obligations of CSC as set forth in one or more agreements entered into prior to the Distribution.
     “Deconsolidation Taxes” means any Taxes imposed on any member of the Cablevision Group or the AMC Group as a result of or in connection with the Distribution (or any portion thereof), including, but not limited to, any Taxes imposed pursuant to or as a result of Section 311 or 1502 of the Code or the Treasury Regulations thereunder (and under any applicable similar state, local or foreign law), but excluding any Transfer Taxes and Distribution Taxes.
     “Disclosing Party” has the meaning set forth in Section 6.3.
     “Distribution” has the meaning set forth in the recitals hereof.
     “Distribution Agreement” has the meaning set forth in the recitals hereof.
     “Distribution Date” has the meaning set forth in the Distribution Agreement.
     “Distribution Taxes” means any Taxes arising from a Final Determination that the Distribution failed to be tax-free to Cablevision in accordance with the requirements of Section 355 or 368(a)(1)(D) of the Code (including any Taxes resulting from the application of Section 355(d) or (e) to the Distribution), or that any stock or obligations (including, for the avoidance of doubt, the Senior Notes and the Term Loan B) of AMC failed to qualify as “qualified property” within the meaning of Section 355(c)(2) of the Code or, where applicable, failed to be stock or securities permitted to be received without recognition of gain or loss under Section 361(a) of the Code, and shall include any Taxes resulting from an election under Section 336(e) of the Code in the circumstances set forth in Section 4.5 hereof.
     “Due Date” has the meaning set forth in Section 4.3.
     “Effective Time” shall mean 11:59 p.m., New York City time, on the Distribution Date.
     “Employee Matters Agreement” means the Employee Matters Agreement by and between Cablevision and AMC entered into on or about the date hereof.

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     “Excess Taxes” means the excess of (x) the Taxes for which Cablevision Group is liable if an election is made pursuant to Section 336(e) of the Code under Section 4.5 of this Agreement, over (y) the Taxes for which Cablevision Group is liable if such an election is not made, in each case taking into account the allocation of Taxes that is otherwise applicable in this Agreement but without regard to Section 4.5 hereof.
     “Expert Law Firm” means a law firm nationally recognized for its expertise in the matter for which its opinion is sought.
     “Fifty-Percent Equity Interest” means, in respect of any corporation (within the meaning of the Code), stock or other equity interests of such corporation possessing (i) at least fifty percent (50%) of the total combined voting power of all classes of stock or equity interests entitled to vote, or (ii) at least fifty percent (50%) of the total value of shares of all classes of stock or of the total value of all equity interests.
     “Final Determination” means a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax Law.
     “Group” means the Cablevision Group or the AMC Group, as the context requires.
     “Income Taxes” means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.
     “Indemnified Party” shall mean each AMC Indemnified Party and each Cablevision Indemnified Party, as the context requires.
     “Indemnifying Party” has the meaning set forth in Section 4.4.
     “Indenture” means the Indenture in respect of the AMC Notes (as defined in the Contribution Agreement).
     “Interest Rate” means the Rate determined below, as adjusted as of each Interest Rate Determination Date. The “Rate” means, with respect to each period between two consecutive Interest Rate Determination Dates, a rate determined at approximately 11:00 a.m., New York time, two Business Days before the first Interest Rate Determination Date equal to: (x) the sum of (i) the six-month dollar LIBOR rate as displayed on page “LR” of Bloomberg (or such other appropriate page as may replace such page), plus (ii) 2%, or (y) if higher and if with respect to a payment to indemnify for a Tax to which the “large corporate underpayment” provision within the meaning of Section 6621(c) applies, such interest rate that would be applicable at such time to such “large corporate underpayment.”
     “Interest Rate Determination Date” means the Due Date and each March 31, June 30, September 30 and December 31 thereafter.
    “IRS” means the Internal Revenue Service.
     “MSG” and “MSG Group” have the meanings set forth for such terms, respectively, in the MSG TDA.
     “MSG Taxes” means any (i) Taxes described in Section 2.1(b) of the MSG TDA (as qualified by Section 2.1(c) thereof) or (ii) any “Deconsolidation Taxes” or “Distribution Taxes” as defined in the MSG TDA (in each case under this clause (ii), for the avoidance of doubt, as such Taxes relate to the MSG Transaction).

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     “MSG TDA” means that certain Tax Disaffiliation Agreement dated January 12, 2011 between Cablevision Systems Corporation and Madison Square Garden, Inc.
     “MSG Transaction” means the “Distribution” as set forth in the MSG TDA.
     “Non-Controlling Party” has the meaning set forth in Section 5.3(a).
     “Non-Preparer” means any Company that is not responsible for the preparation and filing of the applicable Tax Return pursuant to Sections 3.1 or 3.2.
     “Parties” has the meaning set forth in the preamble hereof.
     “Payment Date” means (x) with respect to any U.S. federal income tax return, the date on which any required installment of estimated taxes determined under Section 6655 of the Code is due, the date on which (determined without regard to extensions) filing the return determined under Section 6072 of the Code is required, and the date the return is filed, and (y) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.
     “Permitted Acquisition” means any acquisition (as a result of the Distribution) of AMC Shares solely by reason of holding Cablevision Common Stock, but does not include such an acquisition if such Cablevision Common Stock, before such acquisition, was itself acquired in a manner to which the flush language of Section 355(e)(3)(A) of the Code applies (thus causing, for the avoidance of doubt, Section 355(e)(3)(A)(i), (ii), (iii) or (iv) not to apply).
     “Person” means any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind.
     “Post-Distribution Period” means any Tax Year or other taxable period beginning after the Distribution Date and, in the case of any Straddle Period, that part of the Tax Year or other taxable period that begins at the beginning of the day after the Distribution Date.
     “Pre-Distribution Period” means any Tax Year or other taxable period that ends on or before the Distribution Date and, in the case of any Straddle Period, that part of the Tax Year or other taxable period through the end of the day on the Distribution Date.
     “Preparer” means the Company that is responsible for the preparation and filing of the applicable Tax Return pursuant to Sections 3.1 or 3.2.
     “Receiving Party” has the meaning set forth in Section 6.3.
     “Residual Taxes” means all Taxes other than Covered Income Taxes.
     “Restricted Action” means any action by AMC or any of its Subsidiaries inconsistent with the covenants set forth in Section 7.3; and, for the avoidance of doubt, an action shall be and remain a Restricted Action even if AMC or any of its Subsidiaries is permitted to take such an action pursuant to Section 7.5.
     “Restriction Period” means the period beginning on the Distribution Date and ending twenty-four (24) months after the Distribution Date.
     “Ruling” means the private letter ruling that was issued to Cablevision in response to the Ruling Request.

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     “Ruling Request” means the request for ruling in connection with the Distribution filed by Cablevision with the IRS, as amended or supplemented, including any appendices and exhibits attached thereto or included therewith and including so much of the pre-submission materials submitted by Cablevision to the IRS, as relate to the Distribution, and including, for the avoidance of doubt, the communication with the IRS set forth in Annex 2 to the Tax Opinion.
     “Satisfactory Guidance” means either a ruling from the IRS or an Unqualified Opinion, in either case reasonably satisfactory to Cablevision in both form and substance.
     “Senior Notes” means the Senior Notes issued under the Indenture.
     “Separate Return” means (a) in the case of any Tax Return required under relevant Tax Law to be filed by any member of the Cablevision Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the AMC Group, and (b) in the case of any Tax Return required under relevant Tax Law to be filed by any member of the AMC Group (including any consolidated, combined or unitary Tax Return), any such Tax Return that does not include any member of the Cablevision Group.
     “Straddle Period” means any taxable period beginning on or prior to, and ending after, the Distribution Date.
     “Subsidiary” when used with respect to any Person, means (i)(A) a corporation a majority in voting power of whose share capital or capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, (B) a partnership or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company, or (C) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has or have (1) the power to elect or direct the election of a majority of the members of the governing body of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, or (2) in the absence of such a governing body, at least a majority ownership interest or (ii) any other Person of which an aggregate of 50% or more of the equity interests are, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.
     “Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ compensation, employment, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any Tax Authority, any liability attributable to any escheat, abandoned, or unclaimed property law, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing, together with any reasonable expenses, including attorneys’ fees, incurred in defending against any such Tax.
     “Tax Adjustment” has the meaning set forth in Section 4.6.
     “Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, and the agency, commission or authority (if any) charged with the assessment, determination or collection of such Tax for such entity or subdivision.

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     “Tax Benefit” means a reduction in the Tax liability of a taxpayer (or of the affiliated group of which it is a member) for any taxable period. Except as otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been realized or received from a Tax Item in a taxable period only if and to the extent that the Tax liability of the taxpayer (or of the affiliated group of which it is a member) for such period, after taking into account the effect of the Tax Item on the Tax liability of such taxpayer in the current period and all prior periods, is less than it would have been if such Tax liability were determined without regard to such Tax Item.
     “Tax Contest” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose, potential or effect of redetermining Taxes of any member of either Group (including any administrative or judicial review of any claim for refund).
     “Tax Counsel” means Sullivan & Cromwell LLP.
     “Tax-Free Status” means the qualification of the Distribution (a) as a transaction described in Sections 355(a) and 368(a)(1)(D) of the Code and (b) as a transaction in which the stock and obligations distributed thereby are “qualified property” for purposes of Section 361(c) of the Code.
     “Tax Item” means, with respect to any Tax, any item of income, gain, loss, deduction, credit or other attribute that may have the effect of increasing or decreasing any Tax.
     “Tax Law” means the law of any governmental entity or political subdivision thereof, and any controlling judicial or administrative interpretations of such law, relating to any Tax.
     “Tax Opinion” means the opinion to be delivered by Tax Counsel to Cablevision in connection with the Distribution to the effect that (i) the Distribution will qualify as a reorganization under Section 368(a)(1)(D) of the Code, (ii) neither Cablevision nor AMC will recognize gain or loss upon the Contribution, (iii) Cablevision will not recognize gain or loss upon the Distribution under Section 361(c) of the Code except in respect of (a) deductions attributable to any obligations of CSC redeemed in the Debt Exchange at a premium, (b) income attributable to any obligations of CSC redeemed in the Debt Exchange at a discount, and (c) interest expense accrued in respect of any obligations of CSC, and (iv) shareholders of Cablevision will not recognize gain or loss upon the Distribution under Section 355(a) of the Code, and no amount will be included in such shareholders’ income, except in respect of cash received in lieu of fractional shares of AMC.
     “Tax Opinion Representations” means the representations made to Tax Counsel in connection with the Tax Opinion.
     “Tax Records” means Tax Returns, Tax Return work papers, documentation relating to any Tax Contests, and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to Section 6001 of the Code) or under any record retention agreement with any Tax Authority.
     “Tax Return” means any report of Taxes due, any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed (by paper, electronically or otherwise) under any applicable Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.
     “Tax Year” means, with respect to any Tax, the year, or shorter period, if applicable, for which the Tax is reported as provided under applicable Tax Law.
     “Term Loan B” shall have the meaning set forth in the Credit Agreement.

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     “Transfer Taxes” means all U.S. federal, state, local or foreign sales, use, privilege, transfer, documentary, gains, stamp, duties, recording, and similar Taxes and fees (including any penalties, interest or additions thereto) imposed upon any Party hereto or any of its Affiliates in connection with the Distribution.
     “Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Year.
     “Unqualified Opinion” means an unqualified “will” opinion of an Expert Law Firm that permits reliance by Cablevision. For the avoidance of doubt, an Unqualified Opinion may be based on factual representations and assumptions that are reasonably satisfactory to Cablevision.
     SECTION 2. Allocation of Taxes and Tax-Related Losses.
     2.1 Allocation of Taxes. Except as provided in Section 2.2 (Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes), Taxes shall be allocated as follows:
     (a) Cablevision shall be liable for and shall be allocated (i) any Taxes attributable to members of the Cablevision Group for all periods, (ii) any Covered Income Taxes attributable to members of the AMC Group for a Pre-Distribution Period, and (iii) for the avoidance of doubt, any MSG Taxes.
     (b) AMC shall be liable for and shall be allocated (i) any Residual Taxes attributable to members of the AMC Group for a Pre-Distribution Period, and (ii) any Taxes attributable to members of the AMC Group for any Post-Distribution Period.
     (c) Notwithstanding the provisions of Sections 2.1(a) and 2.1(b) (but subject to the provisions of Section 2.2), Taxes attributable to any transaction or action taken by or with respect to any member of the AMC Group before the Effective Time on the Distribution Date shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the AMC Group after the Effective Time on the Distribution Date shall be allocated to the Post-Distribution Period.
     2.2 Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes. Notwithstanding any other provision of this Agreement:
     (a) Any and all Deconsolidation Taxes shall be borne by Cablevision.
     (b) AMC shall indemnify and hold harmless each Cablevision Indemnified Party from and against any liability of Cablevision for Distribution Taxes to the extent such Distribution Taxes are attributable to an AMC Tainting Act, provided, however, that AMC shall have no obligation to indemnify any Cablevision Indemnified Party hereunder if there has occurred, prior to such AMC Tainting Act, a Cablevision Tainting Act.
     (c) Cablevision shall indemnify and hold harmless each AMC Indemnified Party from and against any liability of AMC for Distribution Taxes to the extent that AMC is not liable for such Taxes pursuant to Section 2.2(b).
     (d) The Companies shall cooperate with each other and use their commercially reasonable efforts to reduce and/or eliminate any Transfer Taxes. If any Transfer Tax remains payable after application of the first sentence of this Section 2.2(d) and notwithstanding any other provision in this Section 2, all Transfer Taxes shall be allocated to Cablevision.

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     2.3 Tax Payments. Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.
     SECTION 3. Preparation and Filing of Tax Returns.
     3.1 Combined Returns. Cablevision shall be responsible for preparing and filing (or causing to be prepared and filed) all Combined Returns for any Tax Year, provided, however, that AMC shall furnish any relevant information, including pro-forma returns, disclosures, apportionment data and supporting schedules, relating to any member of the AMC Group necessary for completing any Combined Return for any Tax Year in a format suitable for inclusion in such return, and provided further, that AMC shall have the right to review and comment with respect to items on such returns if and to the extent such items directly relate to Taxes for which AMC would be liable under Section 2.1(b)(i), such comment not to be unreasonably rejected.
     3.2 Separate Returns.
     (a) Tax Returns to be Prepared by Cablevision. Cablevision shall be responsible for preparing and filing (or causing to be prepared and filed):
     (i) all Separate Returns which relate to one or more members of the Cablevision Group for any Tax Year, and
     (ii) all Separate Returns which relate to one or more members of the AMC Group for any Pre-Distribution Period or Straddle Period if such return is in respect of Covered Income Taxes, provided, however, that AMC shall furnish any relevant information, including pro-forma returns, disclosures, apportionment data and supporting schedules, relating to any member of the AMC Group necessary for completing any Separate Return for any Pre-Distribution Period or Straddle Period in a format suitable for inclusion in such return, and provided further, that AMC shall have the right to review and comment with respect to items on such returns if and to the extent such items directly relate to a Tax for which AMC would be liable under Section 2.1(b)(i), such comment not to be unreasonably rejected.
     (b) Tax Returns to be Prepared by AMC. AMC shall be responsible for preparing and filing (or causing to be prepared and filed) all Separate Returns which relate to one or more members of the AMC Group and for which Cablevision is not responsible under Section 3.2(a), provided, however, that in the case of such returns in respect of any Pre-Distribution Period or Straddle Period, Cablevision shall have the right to review and comment on such returns, such comment not to be unreasonably rejected.
     3.3 Agent. Subject to the other applicable provisions of this Agreement (including, without limitation, Section 5), AMC irrevocably designates, and agrees to cause each AMC Affiliate so to designate, Cablevision as its sole and exclusive agent and attorney-in-fact to take such action (including execution of documents) as Cablevision may deem reasonably appropriate in matters relating to the preparation or filing of any Tax Return described in Sections 3.1 and 3.2(a)(ii).
     3.4 Provision of Information.
     (a) Cablevision shall provide to AMC, and AMC shall provide to Cablevision, any information about members of the Cablevision Group or the AMC Group, respectively, that the Preparer reasonably requires to determine the amount of Taxes due on any Payment Date with respect to a Tax Return for which the Preparer is responsible pursuant to Section 3.1 or 3.2 and to properly and timely file all such Tax Returns.

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     (b) If a member of the AMC Group supplies information to a member of the Cablevision Group, or a member of the Cablevision Group supplies information to a member of the AMC Group, and an officer of the requesting member intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly authorized officer of the member supplying such information shall certify, to the best of such officer’s knowledge, the accuracy of the information so supplied.
     3.5 Special Rules Relating to the Preparation of Tax Returns.
     (a) In General. All Tax Returns that include any members of the AMC Group or Cablevision Group, or any of their respective Affiliates, shall be prepared in a manner that is consistent with the Ruling Request, the Ruling, and the Tax Opinion (including, for the avoidance doubt, the Tax Opinion Representations). Except as otherwise set forth in this Agreement, all Tax Returns for which Cablevision is responsible under Sections 3.1 and 3.2 shall be prepared (x) in accordance with elections, Tax accounting methods and other practices used with respect to such Tax Returns filed prior to the Distribution Date (unless such past practices are not permissible under applicable law), or (y) to the extent any items are not covered by past practices (or in the event such past practices are not permissible under applicable Tax Law), in a manner reasonably acceptable to both Parties; provided, however, that in each case of (x) and (y) to the extent that a change in such elections, methods or practices would not reasonably be expected to result in any adverse impact on AMC, such Tax Returns shall be prepared in accordance with reasonable practices selected by Cablevision.
     (b) Election to File Consolidated, Combined or Unitary Tax Returns. Cablevision shall have the sole discretion in electing to file any Tax Return on a consolidated, combined or unitary basis, if such Tax Return would include at least one member of each Group and the filing of such Tax Return is elective under the relevant Tax Law.
     3.6 Refunds, Credits or Offsets.
     (a) Any refunds, credits or offsets with respect to Taxes allocated to, and actually paid by, Cablevision pursuant to this Agreement shall be for the account of Cablevision. Any refunds, credits or offsets with respect to Taxes, allocated to, and actually paid by, AMC pursuant to this Agreement shall be for the account of AMC.
     (b) Cablevision shall forward to AMC, or reimburse AMC for, any such refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of AMC within 15 Business Days from receipt thereof by Cablevision or any of its Affiliates. AMC shall forward to Cablevision, or reimburse Cablevision for, any refunds, credits or offsets, plus any interest received thereon, net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith, that are for the account of Cablevision within 15 Business Days from receipt thereof by AMC or any of its Affiliates. Any refunds, credits or offsets, plus any interest received thereon, or reimbursements not forwarded or made within the 15 Business Day period specified above shall bear interest from the date received by the refunding or reimbursing party (or its Affiliates) through and including the date of payment at the Interest Rate (treating the date received as the Due Date for purposes of determining such interest). If, subsequent to a Tax Authority’s allowance of a refund, credit or offset, such Tax Authority reduces or eliminates such allowance, any refund, credit or offset, plus any interest received thereon, forwarded or reimbursed under this Section 3.6 shall be returned to the party who had forwarded or reimbursed such refund, credit or offset and interest upon the request of such forwarding party in an amount equal to the applicable reduction, including any interest received thereon.

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     3.7 Carrybacks. To the extent permitted under applicable Tax Laws, the AMC Group shall make the appropriate elections in respect of any Tax Returns to waive any option to carry back any net operating loss, any credits or any similar item from a Post-Distribution Period to any Pre-Distribution Period or to any Straddle Period. Any refund of or credit for Taxes resulting from any such carryback by a member of the AMC Group that cannot be waived shall be payable to AMC net of any Taxes incurred with respect to the receipt or accrual thereof and any expenses incurred in connection therewith.
     3.8 Amended Returns. Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the AMC Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.
     3.9 Compensatory Equity Interests. Matters relating to Taxes and/or Tax Items with respect to Compensatory Equity Interests shall be governed by the Employee Matters Agreement.
     SECTION 4. Tax Payments.
     4.1 Payment of Taxes to Tax Authority. Cablevision shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.1 or Section 3.2, and AMC shall be responsible for remitting to the proper Tax Authority the Tax shown on any Tax Return for which it is responsible for the preparation and filing pursuant to Section 3.2.
     4.2 Indemnification Payments.
     (a) Tax Payments Made by the Cablevision Group. If any Cablevision Indemnified Party is required to make a payment to a Tax Authority for Taxes allocated to AMC under this Agreement, AMC will pay the amount of Taxes allocated to it to Cablevision not later than the later of (i) five Business Days after receiving notification requesting such amount, and (ii) one Business Day prior to the date such payment is required to be made to such Tax Authority.
     (b) Tax Payments Made by the AMC Group. If any AMC Indemnified Party is required to make a payment to a Tax Authority for Taxes allocated to Cablevision under this Agreement, Cablevision will pay the amount of Taxes allocated to it to AMC not later than the later of (i) five Business Days after receiving notification requesting such amount, and (ii) one Business Day prior to the date such payment is required to be made to such Tax Authority.
     4.3 Interest on Late Payments. Payments pursuant to this Agreement that are not made by the date prescribed in this Agreement or, if no such date is prescribed, not later than five Business Days after demand for payment is made (the “Due Date”) shall bear interest for the period from and including the date immediately following the Due Date through and including the date of payment at the Interest Rate. Such interest will be payable at the same time as the payment to which it relates. Interest will be calculated on the basis of a year of 365 days and the actual number of days for which due.

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     4.4 Tax Consequences of Payments. For all Tax purposes and to the extent permitted by applicable Tax Law, the parties hereto shall treat any payment made pursuant to this Agreement as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution. If the receipt or accrual of any indemnity payment under this Agreement causes, directly or indirectly, an increase in the taxable income of the recipient under one or more applicable Tax Laws, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the recipient thereof shall have realized the same net amount it would have realized had the payment not resulted in taxable income. For the avoidance of doubt, any liability for Taxes due to an increase in taxable income described in the immediately preceding sentence shall be governed by this Section 4.4 and not by Section 2.2. To the extent that Taxes for which any Party hereto (the “Indemnifying Party”) is required to pay an Indemnified Party pursuant to this Agreement may be deducted or credited in determining the amount of any other Taxes required to be paid by the Indemnified Party (for example, state Taxes which are permitted to be deducted in determining federal Taxes), the amount of any payment made to the Indemnified Party by the Indemnifying Party shall be decreased by taking into account any resulting reduction in other Taxes actually realized by the Indemnified Party. If such a reduction in Taxes of the Indemnified Party occurs following the payment made to the Indemnified Party with respect to the relevant indemnified Taxes, the Indemnified Party shall promptly repay the Indemnifying Party the amount of such reduction when actually realized. If the Tax Benefit arising from the foregoing reduction of Taxes described in this Section 4.4 is subsequently decreased or eliminated, then the Indemnifying Party shall promptly pay the Indemnified Party the amount of the decrease in such Tax Benefit.
     4.5 Section 336(e) Election. In the event that Section 355(d) or 355(e) of the Code applies to the Distribution as a result of a Final Determination, and if the proposed Treasury Regulations under Section 336(e) of the Code and published at 73 Fed. Reg. 49965-81 (or similar Treasury Regulations) have been adopted as final, Cablevision agrees (if so requested by AMC in a written notice) to make an election (if Cablevision is legally able to do so) pursuant to such final Treasury Regulations to treat the Distribution as an asset sale for U.S. federal tax purposes, provided that AMC shall indemnify Cablevision for any cost to the Cablevision Group of making such an election (but it being understood that any such cost arising from Taxes shall be limited to Excess Taxes).
     4.6 Certain Final Determinations. If an adjustment (a “Tax Adjustment”) pursuant to a Final Determination in a Tax Contest initiated by a Tax Authority results in a Tax greater than the Tax shown on the relevant Tax Return for any Pre-Distribution Period, the Indemnified Party shall pay to the Indemnifying Party an amount equal to any Tax Benefit as and when actually realized by such Indemnified Party as a result of such Tax Adjustment. The Parties agree that if an Indemnified Party is required to make a payment to an Indemnifying Party pursuant to this Section 4.6, the Parties shall negotiate in good faith to set off the amount of such payment against any indemnity payments owed by the Indemnifying Party to the Indemnified Party, taking into account time value and similar concepts as appropriate.
     SECTION 5. Cooperation and Tax Contests.
     5.1 Cooperation. In addition to the obligations enumerated in Sections 3.4 and 5.4, Cablevision and AMC will cooperate (and cause their respective Subsidiaries and Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters, including provision of relevant documents and information in their possession and making available to each other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Parties or their respective Subsidiaries or Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.
     5.2 Notices of Tax Contests. Each Company shall provide prompt notice to the other Company of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware relating to (i) Taxes for which it is or may be indemnified by such other Company hereunder or (ii) Tax Items that may affect the amount or treatment of Tax Items of such other Company. Such notice shall contain factual information

13


 

(to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except, and only to the extent that, the indemnifying Company shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified Company shall deliver to the indemnifying Company such additional information with respect to such Tax Contest in its possession that the indemnifying Company may reasonably request.
     5.3 Control of Tax Contests.
     (a) Controlling Party. Subject to the limitations set forth in Section 5.3(b), each Preparer (or the appropriate member of its Group) shall be the Controlling Party with respect to any Tax Contest involving a Tax reported (or that, it is asserted, should have been reported) on a Tax Return for which such Company is responsible for preparing and filing (or causing to be prepared and filed) pursuant to Section 3 of this Agreement (it being understood, for the avoidance of doubt but subject to the other provisions of this Section 5.3(a), that Cablevision shall be the Controlling Party with respect to any Tax Contest involving Distribution Taxes), in which case any Non-Preparer that could have liability under this Agreement for a Tax to which such Tax Contest relates shall be treated as the “Non-Controlling Party.” Notwithstanding the immediately preceding sentence, if a Non-Preparer (x) acknowledges to the Preparer in writing its full liability under this Agreement to indemnify for any Tax, and (y) provides to the Preparer evidence (that is satisfactory to the Preparer as determined in the Preparer’s reasonable discretion) of the Non-Preparer’s financial readiness and capacity to make such indemnity payment, then thereafter with respect to the Tax Contest relating solely to such Tax the Non-Preparer shall be the Controlling Party (subject to Section 5.3(b)) and the Preparer shall be treated as the Non-Controlling Party.
     (b) Non-Controlling Party Participation Rights. With respect to a Tax Contest of any Tax Return that could result in a Tax liability that is allocated under this Agreement, (i) the Non-Controlling Party shall, at its own cost and expense, be entitled to participate in such Tax Contest and to provide comments and suggestions to the Controlling Party, such comments and suggestions not to be unreasonably rejected, (ii) the Controlling Party shall keep the Non-Controlling Party updated and informed, and shall consult with the Non-Controlling Party, (iii) the Controlling Party shall act in good faith with a view to the merits in connection with the Tax Contest, and (iv) the Controlling Party shall not settle or compromise such Tax Contest without the prior written consent of the Non-Controlling Party (which consent shall not be unreasonably withheld).
     5.4 Cooperation Regarding Tax Contests. The Parties shall provide each other with all information relating to a Tax Contest which is needed by the other Party to handle, participate in, defend, settle or contest the Tax Contest. At the request of any party, the other Party shall take any action (e.g., executing a power of attorney) that is reasonably necessary in order for the requesting Party to exercise its rights under this Agreement in respect of a Tax Contest. AMC shall assist Cablevision, and Cablevision shall assist AMC, in taking any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 5.4.
     SECTION 6. Tax Records.
     6.1 Retention of Tax Records. Each of Cablevision and AMC shall preserve, and shall cause their respective Subsidiaries to preserve, all Tax Records that are in their possession, and that could affect the liability of any member of the other Group for Taxes, for as long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (x) the expiration of any applicable statute of limitations, as extended, and (y) seven years after the Distribution Date.

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     6.2 Access to Tax Records. AMC shall make available, and cause its Subsidiaries to make available, to members of the Cablevision Group for inspection and copying (x) all Tax Records in their possession that relate to a Pre-Distribution Period, and (y) the portion of any Tax Record in their possession that relates to a Post-Distribution Period and which is reasonably necessary for the preparation of a Tax Return by a member of the Cablevision Group or any of their Affiliates or with respect to any Tax Contest with respect to such return. Cablevision shall make available, and cause its Subsidiaries to make available, to members of the AMC Group for inspection and copying the portion of any Tax Record in their possession that relates to a Pre-Distribution Period and which is reasonably necessary for the preparation of a Tax Return by a member of the AMC Group or any of their Affiliates or with respect to any Tax Contest with respect to such return.
     6.3 Confidentiality. Each party hereby agrees that it will hold, and shall use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all records and information prepared and shared by and among the Parties in carrying out the intent of this Agreement, except as may otherwise be necessary in connection with the filing of Tax Returns or any administrative or judicial proceedings relating to Taxes or unless disclosure is compelled by a governmental authority. Information and documents of one Party (the “Disclosing Party”) shall not be deemed to be confidential for purposes of this Section 6.3 to the extent that such information or document (i) is previously known to or in the possession of the other Party (the “Receiving Party”) and is not otherwise subject to a requirement to be kept confidential, (ii) becomes publicly available by means other than unauthorized disclosure under this Agreement by the Receiving Party or (iii) is received from a third party without, to the knowledge of the Receiving Party after reasonable diligence, a duty of confidentiality owed to the Disclosing Party.
     SECTION 7. Representations and Covenants.
     7.1 Covenants of Cablevision and AMC.
     (a) Cablevision hereby covenants that, to the fullest extent permissible under United States federal income and state Tax Laws, it will, and will cause the members of the Cablevision Group to, treat the Distribution in accordance with the Tax-Free Status. AMC hereby covenants that, to the fullest extent permissible under United States federal income and state Tax Laws, it will, and will cause each Subsidiary of AMC to, treat the Distribution in accordance with the Tax-Free Status.
     (b) Cablevision further covenants that, as of and following the date hereof, Cablevision shall not and shall cause the members of the Cablevision Group not to take any action that (or fail to take any action the omission of which) (i) would be inconsistent with the Distribution qualifying, or would preclude the Distribution from qualifying, for the Tax-Free Status, or (ii) would cause any holders of Cablevision Common Stock that receive stock of AMC in the Distribution to recognize gain or loss, or otherwise include any amount in income, as a result of the Distribution for U.S. federal income tax purposes (except with respect to cash received in lieu of fractional shares).
     (c) AMC further covenants that, as of and following the date hereof, AMC shall not and shall cause its Subsidiaries not to take any action that (or fail to take any action the omission of which) (i) would be inconsistent with the Distribution qualifying, or would preclude the Distribution from qualifying, for the Tax-Free Status, or (ii) would cause any holders of Cablevision Common Stock that receive stock of AMC in the Distribution to recognize gain or loss, or otherwise include any amount in income, as a result of the Distribution for U.S. federal income tax purposes (except with respect to cash received in lieu of fractional shares).
     7.2 Private Letter Ruling. Cablevision represents that it has provided AMC with a copy of the Ruling and the Ruling Request submitted on or prior to the Distribution Date, and agrees to provide AMC with copies of

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any additional documents submitted to the IRS relating to the Ruling Request and prepared after the Distribution Date prior to the submission of such documents to the IRS in connection with the Distribution.
     7.3 Covenants of AMC.
     (a) Without limiting the generality of the provisions of Section 7.1, AMC, on behalf of itself and its Subsidiaries, agrees and covenants that AMC and each of its Subsidiaries will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in AMC’s ceasing to be engaged in the active conduct of the AMC Business with the result that AMC is not engaged in the active conduct of a trade or business within the meaning of Section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of AMC) any of AMC’s outstanding stock, other than (A) through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 or (B) as otherwise described in the Ruling Request (but it being understood, for the avoidance of doubt, that no agreement or covenant under this Section 7.3(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of AMC that would affect the relative voting rights of separate classes of AMC’s stock or would convert one class of AMC’s stock into another class of its stock, (iv) liquidate (within the meaning of Section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate (within the meaning of Section 346 of the Code and the Treasury Regulations promulgated thereunder) AMC, (v) merge AMC with any other corporation (other than in a transaction that does not affect the relative shareholding of AMC shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of AMC and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the AMC Group, or (vi) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock or equity securities of AMC representing a Fifty-Percent Equity Interest in AMC, other than a Permitted Acquisition.
     (b) Furthermore, AMC, on behalf of itself and its Subsidiaries, agrees and covenants that AMC and each of its Subsidiaries (i) will not directly or indirectly, pre-pay, pay down, redeem, retire or otherwise acquire, however effected, any of the Senior Notes or the Term Loan B other than in accordance with the description set forth in the Ruling and the Ruling Request, (ii) will not take or permit to be taken any action at any time, including, without limitation, any modification to the terms of any of the Senior Notes or the Term Loan B, that could jeopardize, directly or indirectly, the qualification, in whole or in part, of any of the Senior Notes or the Term Loan B as “securities” within the meaning of Section 361(a) of the Code, and (iii) will comply with the terms of the Indenture and the Credit Agreement relating to the Senior Notes and the Term Loan B respectively.
     7.4 Covenants of Cablevision.
     (a) Without limiting the generality of the provisions of Section 7.1, Cablevision, on behalf of itself and each member of the Cablevision Group, agrees and covenants that Cablevision and each member of the Cablevision Group will not, directly or indirectly, during the Restriction Period, (i) take any action that would result in Cablevision’s ceasing to be engaged in the active conduct of the Cablevision Business with the result that Cablevision is not engaged in the active conduct of a trade or business within the meaning of Section 355(b)(2) of the Code, (ii) redeem or otherwise repurchase (directly or through an Affiliate of Cablevision) any of Cablevision’s outstanding stock, other than (A) through stock purchases meeting the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696, or (B) as otherwise described in the Ruling Request (but it being understood, for the avoidance of doubt, that no

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agreement or covenant under this Section 7.4(a)(ii) is being entered with respect to Compensatory Equity Net Share Settlements), (iii) amend the certificate of incorporation (or other organizational documents) of Cablevision that would affect the relative voting rights of separate classes of Cablevision’s stock or would convert one class of Cablevision’s stock into another class of its stock, (iv) liquidate (within the meaning of Section 331 of the Code and the Treasury Regulations promulgated thereunder) or partially liquidate (within the meaning of Section 346 of the Code and the Treasury Regulations promulgated thereunder) Cablevision, (v) merge Cablevision with any other corporation (other than in a transaction that does not affect the relative shareholding of Cablevision shareholders), sell or otherwise dispose of (other than in the ordinary course of business) the assets of Cablevision and its Subsidiaries, or take any other action or actions if such merger, sale, other disposition or other action or actions in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, assets representing one-half or more of the asset value of the Cablevision Group, or (vi) take any other action or actions that in the aggregate would have the effect that one or more Persons acquire (or have the right to acquire), directly or indirectly, as part of a plan or series of related transactions, stock or equity securities of Cablevision representing a Fifty-Percent Equity Interest in Cablevision.
     (b) Nothing in this Section 7 shall be construed to give AMC or any Affiliates of AMC any right to remedies other than indemnification for any increase in the actual Tax liability (and/or decrease in Tax Benefit) of AMC or any Affiliate of AMC that results from Cablevision Group’s failure to comply with the covenants and representations in this Section 7.
     7.5 Exceptions.
     (a) Notwithstanding Section 7.3 above, AMC or any of its Subsidiaries may take a Restricted Action if Cablevision consents in writing to such Restricted Action, or if AMC provides Cablevision with Satisfactory Guidance concluding that such Restricted Action will not alter the Tax-Free Status of the Distribution in respect of Cablevision and Cablevision’s shareholders.
     (b) AMC and each of its Subsidiaries agree that Cablevision and each Cablevision Affiliate are to have no liability for any Tax resulting from any Restricted Actions permitted pursuant to this Section 7.5 and, subject to Section 2.2, agree to indemnify and hold harmless each Cablevision Indemnified Party against any such Tax. AMC shall bear all costs incurred by it, and all reasonable costs incurred by Cablevision, in connection with requesting and/or obtaining any Satisfactory Guidance.
     7.6 Injunctive Relief. For the avoidance of doubt, Cablevision shall have the right to seek injunctive relief to prevent AMC or any of its Subsidiaries from taking any action that is not consistent with the covenants of the AMC or any of its Subsidiaries under Section 7.1 or 7.3.
     7.7 Further Assurances. For the avoidance of doubt, (i) neither Cablevision nor a member of the Cablevision Group shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (and/or decrease of any Tax Benefit) of AMC or any of its Subsidiaries, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, which actions are described in the Ruling Request or the Ruling, and (ii) neither AMC nor any of its Subsidiaries shall take any action on the Distribution Date that would result in an increase of the actual Tax liability (and/or decrease of any Tax Benefit) of Cablevision or a member of the Cablevision Group, other than in the ordinary course of business, except for actions undertaken in connection with the Distribution, which actions are described in the Ruling Request or the Ruling.
     SECTION 8. General Provisions.

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     8.1 Predecessors or Successors. Any reference to Cablevision, AMC, a Person, or a Subsidiary in this Agreement shall include any predecessors or successors (e.g., by merger or other reorganization, liquidation, conversion, or election under Treasury Regulations Section 301.7701-3) of Cablevision, AMC, such Person, or such Subsidiary, respectively, including within the meaning of Section 355(e)(4)(D) of the Code and the Treasury Regulations promulgated thereunder. For the avoidance of doubt, no member of the Cablevision Group shall be deemed to be a predecessor or successor of AMC and no member of the AMC Group shall be deemed to be a predecessor or successor of Cablevision.
     8.2 Construction. This Agreement shall constitute the entire agreement (except insofar and to the extent that it specifically and expressly references the Distribution Agreement and any other Ancillary Agreement) between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
     8.3 Ancillary Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Distribution Agreement or any other Ancillary Agreement.
     8.4 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
     8.5 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:
To Cablevision:
Cablevision Systems Corporation
1111 Stewart Avenue
Bethpage, NY 11714
Attention: General Counsel
To AMC:
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001
Attention: General Counsel
     8.6 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.
     8.7 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that, subject to compliance with Section 7, if applicable, either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

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     8.8 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.
     8.9 Change in Law. Any reference to a provision of the Code or any other Tax Law shall include a reference to any applicable successor provision or law.
     8.10 Authorization, Etc. Each of the Parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of such Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or the Party’s charter or bylaws or any agreement, instrument or order binding such Party.
     8.11 Termination. This Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of Cablevision without the approval of AMC or the stockholders of Cablevision. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties.
     8.12 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the Distribution Date.
     8.13 Third-Party Beneficiaries. Except with respect to Cablevision Indemnified Parties and AMC Indemnified Parties, and in each case, only where and as indicated herein, this Agreement is solely for the benefit of the Parties and their respective Subsidiaries and Affiliates and should not be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended to confer upon any AMC Indemnified Parties any rights or remedies against AMC hereunder, and this Agreement is not intended to confer upon any Cablevision Indemnified Parties any rights or remedies against Cablevision hereunder.
     8.14 Titles and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
     8.15 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.
     8.16 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby.
     8.17 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
     8.18 No Strict Construction; Interpretation.
     (a) Each of Cablevision and AMC acknowledges that this Agreement has been prepared jointly by the Parties hereto and shall not be strictly construed against any Party hereto.

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     (b) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

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          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the respective officers as of the date set forth above.
             
    CABLEVISION SYSTEMS CORPORATION    
 
           
 
  By:   /s/  Gregg G. Seibert     
 
  Name:  
Gregg G. Seibert 
   
 
  Title:   Executive Vice President    
 
           
    AMC NETWORKS INC.    
 
           
 
  By:   /s/  Joshua W. Sapan     
 
  Name:  
Joshua W. Sapan 
   
 
  Title:   President and Chief Executive Officer    
[Signature Page to Tax Disaffiliation Agreement]

 

exv10w24
Exhibit 10.24
PERFORMANCE AWARD AGREEMENT
[Full Name of Employee]
[Date]
Dear [First Name]:
     Pursuant to the 2011 Cash Incentive Plan (the “Plan”) of AMC Networks Inc. (the “Company”), you will receive a contingent cash award (the “Award”) in replacement of the contingent cash award granted to you by the Compensation Committee of the Board of Directors of Cablevision Systems Corporation (“Cablevision”) effective as of March 8, 2011 (the “Effective Date”), which contingent cash award has been canceled in all respects.
     Capitalized terms used, but not defined, in this agreement (this “Agreement”) have the meanings given to them in the Plan. The Award is subject to the terms and conditions set forth below:
1. Amount and Payment of Award. In accordance with the terms of this Performance Award Agreement, the target amount of your contingent Award is $__________________ (the “Target Award”), which may be increased or decreased to the extent the performance objectives set forth on Annex 1 hereto (the “Objectives”) have been attained in respect of the period from January 1, 2013 through December 31, 2013 (the “Performance Period”). The Award, calculated in accordance with Annex 1 attached hereto, will become payable to you upon the date on which the Committee (as defined in Section 10 below) determines the Company’s performance against the Objectives (the “Award Date”) provided, that you have remained in the continuous employ of the Company or one of its Affiliates from the Effective Date through the Award Date.
2. Termination of Employment. If, on the Award Date, you are no longer employed by the Company or one of its Affiliates for any reason, other than as a result of your death, then you will automatically forfeit all of your rights and interest in the Award regardless of whether the Objectives are attained.
3. Death. If, prior to the end of the Performance Period, your employment with the Company or any of its Affiliates is terminated as a result of your death then your estate will receive, promptly (and in any event within 30 days) following the date of such termination, payment of the Target Award prorated for the number of completed months of your employment during the Performance Period prior to such termination. If after the end of the Performance Period but prior to the Award Date, your employment with the Company or any of its Affiliates is terminated as a result of your death then your estate will receive, on the date payment is made to active eligible employees of the Company, the Award, if any, to which you would have been entitled on the Award Date had your employment not been so terminated.

 


 

4. Going Private Transaction or Change in Control.
     a. Going Private Transaction. Notwithstanding anything to the contrary contained in this Agreement, if at any time a Going Private Transaction (as defined below) occurs and immediately prior to such transaction you are employed by the Company or one of its Affiliates, the Target Award shall become payable to you whether or not the Objectives have been attained at the earlier of (i) January 1, 2014, provided, that you remain in the continuous employ of the Company or one of its Affiliates from the Effective Date through such date or (ii) the date subsequent to the Going Private Transaction on which your employment with the Company or the surviving entity is terminated (A) by the Company or the surviving entity other than for Cause (as defined below) or (B) by you for Good Reason (as defined below). Notwithstanding the foregoing, if you become entitled to payment of the Target Award by virtue of a termination in accordance with (ii)(A) or (ii)(B) of this Section 4(a) and are determined by the Company to be a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A of the IRC”), the Target Award shall be paid to you on the earlier of: (i) January 1, 2014, (ii) the date that is six months from your date of employment termination and (iii) any other date on which such payment or any portion thereof would be a permissible distribution under Section 409A of the IRC. In the event of such a determination, the Company shall promptly following the date of your employment termination set aside such amount for your benefit in a “rabbi trust” that satisfies the requirements of Revenue Procedure 92-64, and on a monthly basis shall deposit into such trust interest in arrears (compounded quarterly at the rate provided below) until such time as such amount, together with all accrued interest thereon, is paid to you in full pursuant to the previous sentence); provided, that no payment will be made to such rabbi trust if it would be contrary to law or cause you to incur additional tax under Section 409A of the IRC. The initial interest rate shall be the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of your employment termination.
     b. Change in Control. Notwithstanding anything to the contrary contained in this Agreement but subject to the subsections of this Section 4(b), if at any time a Change of Control (as defined below) of the Company occurs and immediately prior to such transaction you are employed by the Company or one of its Affiliates, you will be entitled to the payment of the Target Award whether or not the Objectives have been attained.
          i. If the actual Change of Control:
               (A) is a permissible distribution event under Section 409A of the IRC or payment of the Award promptly upon such event is otherwise permissible under Section 409A of the IRC (including, for the avoidance of doubt, by reason of the inapplicability of Section 409A of the IRC to the Award), then the Target Award shall be paid to you by the Company promptly following the Change of Control; or
               (B) is not a permissible distribution event under Section 409A of the IRC and payment of the Award promptly upon such event is not otherwise permissible under Section 409A of the IRC, then the Target Award shall be paid to you by the Company (together with interest thereon pursuant to Section 4(b)(ii) below) on the earliest to occur of:

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                    (1) any subsequent date on which you are no longer employed by the Company or any of its Affiliates for any reason other than termination of your employment by one of such entities for Cause (provided that if you are determined by the Company to be a “specified employee” within the meaning of Section 409A of the IRC, six months from such date);
                    (2) any other date on which such payment or any portion thereof would be a permissible distribution under Section 409A of the IRC; or
                    (3) January 1, 2014.
          ii. Upon any Change of Control, to the extent any amounts are due to be paid to you at a later date pursuant to Section 4(b)(i)(B) above, the Company shall promptly following the Change of Control set aside such amount for your benefit in a “rabbi trust” that satisfies the requirements of Revenue Procedure 92-64, and on a monthly basis shall deposit into such trust interest in arrears (compounded quarterly at the rate provided below) until such time as such amount, together with all accrued interest thereon, is paid to you in full pursuant to Section 4(b)(i)(B) above); provided, that no payment will be made to such rabbi trust if it would be contrary to law or cause you to incur additional tax under Section 409A of the IRC. The initial interest rate shall be the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of the Change of Control and shall adjust annually based on the average of such rate for the ten business days prior to each anniversary of the Change of Control.
     If and to the extent that any payment under this Section 4 is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A of the IRC and is payable to you by reason of your termination of employment, then such payment shall be made to you only upon a “separation from service” as defined for purposes of Section 409A of the IRC under applicable regulations.
     For purposes of this Agreement, “Cause” means, your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an Affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.
     For purposes of this Agreement, “Change of Control” means the acquisition, in a transaction or a series of related transactions, by any person or group, other than Charles F. Dolan or members of the immediate family of Charles F. Dolan or trusts for the benefit of Charles F. Dolan or his immediate family (or an entity or entities controlled by any of them) or any employee benefit plan sponsored or maintained by the Company, of the power to direct the management of the Company or substantially all its assets (as constituted immediately prior to such transaction or transactions).
     For purposes of this Agreement, “Going Private Transaction” means a transaction involving the purchase of Company securities described in Rule 13e-3 to the Securities and Exchange Act of 1934.

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     For purposes of this Agreement, “Good Reason” means: (a) without your express written consent any reduction in your base salary or bonus potential, or any material impairment or material adverse change in your working conditions (as the same may from time to time have been improved or, with your written consent, otherwise altered, in each case, after the Effective Date) at any time after or within ninety (90) days prior to the Going Private Transaction including, without limitation, any material reduction of your other compensation, executive perquisites or other employee benefits (measured, where applicable, by level or participation or percentage of award under any plans of the Company), or material impairment or material adverse change of your level of responsibility, authority, autonomy or title, or to your scope of duties; (b) any failure by the Company to comply with any of the provisions of this Agreement, other than an insubstantial or inadvertent failure remedied by the Company promptly after receipt of notice thereof given by you; (c) the Company’s requiring you to be based at any office or location more than thirty-five (35) miles from your location immediately prior to the Going Private Transaction except for travel reasonably required in the performance of your responsibilities; or (d) any failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor.
5. Termination. Except for a right which has accrued to receive a payment on account of the Award, this Agreement shall automatically terminate and be of no further force and effect on the Award Date.
6. Transfer Restrictions. You may not transfer, assign, pledge or otherwise encumber the Award other than to the extent provided in the Plan.
7. Unfunded Obligation. The Plan will at all times be unfunded and, except as set forth in Section 4(b) of this Agreement, no provision will at any time be made with respect to segregating any assets of the Company or any of its Affiliates for payment of any benefits under the Plan, including, without limitation, those covered by this Agreement. Your right or that of your estate to receive payments under this Agreement shall be an unsecured claim against the general assets of the Company, including any rabbi trust established pursuant to Section 4(b). Neither you nor your estate shall have any rights in or against any specific assets of the Company other than the assets held by the rabbi trust established pursuant to Section 4(b).
8. Tax Representations and Tax Withholding. You hereby acknowledge that you have reviewed with your own tax advisors the federal, state and local tax consequences of receiving the Award. You hereby represent to the Company that you are relying solely on such advisors and not on any statements or representations of the Company, its Affiliates or any of their respective agents. If, in connection with the Award, the Company is required to withhold any amounts by reason of any federal, state or local tax, such withholding shall be effected in accordance with Section 8 of the Plan.
9. Right of Offset. You hereby agree that if the Company shall owe you any amount that does not constitute “non-qualified deferred compensation” pursuant to Section 409A of the IRC (the “Company-Owed Amount”) under this Agreement, then the Company shall have the right to offset against the Company-Owed Amount, to the maximum extent permitted by law, any amounts that you may owe to the Company or its Affiliates of whatever nature.

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10. The Committee. For purposes of this Agreement, the term “Committee” means the Compensation Committee of the Board of Directors of the Company or any replacement committee established under, and as more fully defined in, the Plan.
11. Committee Discretion. The Committee has full discretion with respect to any actions to be taken or determinations to be made in connection with this Agreement, and its determinations shall be final, binding and conclusive.
12. Amendment. The Committee reserves the right at any time and from time to time to amend or revise the terms and conditions set forth in this Agreement, except that the Committee may not make any such amendment or revision in a manner unfavorable to you (other than if immaterial) without your consent. Any amendment of this Agreement shall be in writing and signed by an authorized member of the Committee or a person or persons designated by the Committee.
13. Award Subject to the Plan. The Award and all other amounts payable hereunder are subject to the Plan.
14. Entire Agreement. Except for any employment agreement between you and the Company or any of its Affiliates in effect as of the date of the grant hereof (as such employment agreement may be modified, renewed or replaced), this Agreement and the Plan constitute the entire understanding and agreement of you and the Company with respect to the Award covered hereby and supersede all prior understandings and agreements. In the event of a conflict among the documents with respect to the terms and conditions of the Award covered hereby, the documents will be accorded the following order of authority: the terms and conditions of the Plan will have highest authority followed by the terms and conditions of your employment agreement, if any, followed by the terms and conditions of this Agreement.
15. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and assigns.
16. Governing Law. This Agreement shall be deemed to be made under, and in all respects be interpreted, construed and governed by and in accordance with, the laws of the State of New York.
17. Jurisdiction and Venue. You irrevocably submit to the jurisdiction of the courts of the State of New York and the Federal courts of the United States located in the Southern District and Eastern District of the State of New York in respect of the interpretation and enforcement of the provisions of this Agreement and the Plan, and hereby waive, and agree not to assert, as a defense that you are not subject thereto or that the venue thereof may not be appropriate. You agree that the mailing of process or other papers in connection with any action or proceeding in any manner permitted by law shall be valid and sufficient service.
18. Waiver. No waiver by the Company at any time of any breach by you of, or compliance with, any term or condition of this Agreement or the Plan to be performed by you shall be deemed a waiver of the same, any similar or any dissimilar term or condition at the same or at any prior or subsequent time.

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19. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.
20. Exclusion from Compensation Calculation. By acceptance of this Agreement, you shall be considered in agreement that the Award shall be considered special incentive compensation and will be exempt from inclusion as “wages” or “salary” in pension, retirement, life insurance and other employee benefits arrangements of the Company and its Affiliates, except as determined otherwise by the Company. In addition, each of your beneficiaries shall be deemed to be in agreement that the Award shall be exempt from inclusion in “wages” or “salary” for purposes of calculating benefits of any life insurance coverage sponsored by the Company or any of its Affiliates.
21. No Right to Continued Employment. Nothing contained in this Agreement or the Plan shall be construed to confer on you any right to continue in the employ of the Company or any Affiliate, or derogate from the right of the Company or any Affiliate, as applicable, to retire, request the resignation of, or discharge you, at any time, with or without cause.
22. Affiliates of the Company. Notwithstanding Section 2(a) of the Plan, for purposes of Sections 2, 3, 4 (other than the definition of “Cause” set forth in such Section), 5, 9 and 14 of this Agreement, “Affiliate” of the Company shall mean the direct and indirect subsidiaries of the Company.
23. Section 409A. It is the Company’s intent that payments under this Agreement be exempt from, or comply with, the requirements of Section 409A of the IRC, and that this Agreement be administered and interpreted accordingly. If and to the extent that any payment or benefit under this Agreement, or any plan or arrangement of the Company or its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A of the IRC and is payable to you by reason of your termination of employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A of the IRC under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section 409A of the IRC and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death). Any amount not paid in respect of the six month period specified in the preceding sentence will be paid to you, together with interest on such delayed amount at the rate equal to the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of your separation from service (or your earlier death), in a lump sum after the expiration of such six month period. The Committee will determine the Company’s performance against the Objectives under Section 1 hereof during the calendar year immediately following the Performance Period. This Section 23 will also apply to all previous awards granted to you pursuant to the Plan.
24. Headings. The headings in this Agreement are for purposes of convenience only and are not intended to define or limit the construction of the terms and conditions of this Agreement.
25. Effective Date. Upon execution by you, this Agreement shall be effective from and as of the Effective Date.

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26. Signatures. Execution of this Agreement by the Company may be in the form of an electronic or similar signature, and such signature shall be treated as an original signature for all purposes.
         
  AMC NETWORKS INC.
 
 
  By:      
    Joshua Sapan
President and CEO 
 
     By your signature, you (i) acknowledge that a complete copy of the Plan and an executed original of this Agreement have been made available to you and (ii) agree to all of the terms and conditions set forth in the Plan and this Agreement.
         
          
      Name:  

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exv99w1
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Exhibit 99.1
 
CABLEVISION SYSTEMS CORPORATION
1111 STEWART AVENUE
BETHPAGE, NEW YORK 11714
 
June   , 2011
 
Dear Stockholder:
 
I am pleased to report that the previously announced spin-off by Cablevision Systems Corporation of its AMC Networks Inc. subsidiary is expected to become effective on June 30, 2011. AMC Networks Inc., a Delaware corporation, will become a public company on that date and will own the cable programming networks and related businesses currently owned and operated by Cablevision’s Rainbow Media Holdings subsidiary. AMC Networks Inc.’s Class A Common Stock will be listed on The NASDAQ Stock Market LLC under the symbol “AMCX.”
 
Holders of record of Cablevision NY Group Class A Common Stock as of the close of business, New York City time, on June 16, 2011, which will be the record date, will receive one share of AMC Networks Inc. Class A Common Stock for every four shares of Cablevision NY Group Class A Common Stock held. Holders of record of Cablevision NY Group Class B Common Stock as of the close of business on the record date will receive one share of AMC Networks Inc. Class B Common Stock for every four shares of Cablevision NY Group Class B Common Stock held. No action is required on your part to receive your AMC Networks Inc. stock. You will not be required either to pay anything for the new shares or to surrender any shares of Cablevision stock.
 
No fractional shares of AMC Networks Inc. stock will be issued. If you otherwise would be entitled to a fractional share you will receive a check for the cash value thereof, which generally will be taxable to you. In due course you will be provided with information to enable you to compute your tax bases in both the Cablevision and the AMC Networks Inc. stock. Cablevision has received a private letter ruling from the Internal Revenue Service and expects to obtain an opinion from Sullivan & Cromwell LLP to the effect that, for U.S. Federal income tax purposes, the distribution of the AMC Networks Inc. stock will be tax-free to Cablevision and to you to the extent that you receive AMC Networks Inc. stock.
 
The enclosed Information Statement describes the distribution of shares of AMC Networks Inc. stock and contains important information about AMC Networks Inc., including financial statements. I suggest that you read it carefully. If you have any questions regarding the distribution, please contact Cablevision’s transfer agent, Wells Fargo Shareowner Services at 1-800-468-9716.
 
Sincerely,
 
Charles F. Dolan
Chairman
 


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PRELIMINARY INFORMATION STATEMENT
SUBJECT TO COMPLETION, DATED JUNE 10, 2011
 
INFORMATION STATEMENT
 
AMC NETWORKS INC.
 
Distribution of
Class A Common Stock
Par Value, $0.01 Per Share

Class B Common Stock
Par Value, $0.01 Per Share
 
This Information Statement is being furnished in connection with the distribution by Cablevision Systems Corporation to holders of its common stock of all the outstanding shares of AMC Networks Inc. common stock. We have completed a series of transactions with Cablevision pursuant to which we own the cable programming networks and related businesses that were owned and operated by the Rainbow Media Holdings subsidiary of Cablevision, as described in this Information Statement.
 
Shares of our Class A Common Stock will be distributed to holders of Cablevision NY Group Class A Common Stock of record as of the close of business, New York City time, on June 16, 2011, which will be the record date. Each such holder will receive one share of our Class A Common Stock for every four shares of Cablevision NY Group Class A Common Stock held on the record date. Shares of our Class B Common Stock will be distributed to holders of Cablevision NY Group Class B Common Stock as of the close of business on the record date. Each holder of Cablevision NY Group Class B Common Stock will receive one share of our Class B Common Stock for every four shares of Cablevision NY Group Class B Common Stock held on the record date. The distribution will be effective at 11:59 p.m. on June 30, 2011. For Cablevision stockholders who own common stock in registered form, in most cases the transfer agent will credit their shares of AMC Networks Inc. common stock to book entry accounts established to hold their Cablevision common stock. Our distribution agent will mail these stockholders a statement reflecting their AMC Networks Inc. common stock ownership shortly after June 16, 2011. For stockholders who own Cablevision common stock through a broker or other nominee, their shares of AMC Networks Inc. common stock will be credited to their accounts by the broker or other nominee. Stockholders will receive cash in lieu of fractional shares, which generally will be taxable. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution.”
 
No stockholder approval of the distribution is required or sought. We are not asking you for a proxy and you are requested not to send us a proxy. Cablevision stockholders will not be required to pay for the shares of our common stock to be received by them in the distribution, or to surrender or to exchange shares of Cablevision common stock in order to receive our common stock, or to take any other action in connection with the distribution. There is currently no trading market for our common stock. Our Class A Common Stock will be listed on The NASDAQ Stock Market LLC under the symbol “AMCX.” We will not list our Class B Common Stock on any stock exchange.
 
IN REVIEWING THIS INFORMATION STATEMENT, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE CAPTION “RISK FACTORS” BEGINNING ON PAGE 23.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS INFORMATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
 
THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
 
 
Stockholders of Cablevision with inquiries related to the distribution should contact Cablevision’s transfer agent, Wells Fargo Shareowner Services at 1-800-468-9716.
 
The date of this Information Statement is June  , 2011.


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SUMMARY
 
The following is a summary of some of the information contained in this Information Statement. This summary is included for convenience only and should not be considered complete. This summary is qualified in its entirety by the more detailed information contained elsewhere in this Information Statement, which should be read in its entirety.
 
Unless the context otherwise requires, all references to “we,” “our,” “us,” “AMC Networks” or the “Company” refer to AMC Networks Inc., together with its direct and indirect subsidiaries. “AMC Networks Inc.” refers to AMC Networks Inc. individually as a separate entity. Where we describe in this Information Statement our business activities, we do so as if the transfer of the Rainbow Media Holdings subsidiary of Cablevision Systems Corporation to AMC Networks Inc. had already occurred.
 
Our Company
 
AMC Networks owns and operates several of cable television’s most recognized brands delivering high quality content to audiences and a valuable platform to distributors and advertisers. Since our founding in 1980, we have been a pioneer in the cable television programming industry, having created or developed some of the leading programming networks. We have, since our inception, focused on programming of film and original productions, including through our creation of Bravo and AMC in 1980 and 1984, respectively. Bravo, which we sold to NBC Universal in 2002, was the first network dedicated to film and the performing arts. We have continued this dedication to quality programming and storytelling through our creation of The Independent Film Channel (today known as IFC) in 1994 and WE tv (which we launched as Romance Classics in 1997), and our acquisition of Sundance Channel in 2008.
 
We manage our business through two reportable operating segments: (i) National Networks, which includes AMC, WE tv, IFC and Sundance Channel; and (ii) International and Other, which includes AMC/Sundance Channel Global, our international programming business; IFC Entertainment, our independent film distribution business; and AMC Networks Broadcasting & Technology (formerly Rainbow Network Communications), our network technical services business. Our National Networks are distributed throughout the United States via cable and other multichannel distribution platforms, including direct broadcast satellite (“DBS”) and platforms operated by telecommunications providers (we refer collectively to these cable and other multichannel distributors as “multichannel video distributors” or “distributors”). In addition to our extensive U.S. distribution, AMC, IFC and Sundance Channel are available in Canada and Sundance Channel and WE tv are available in other countries throughout Europe and Asia. We earn revenue principally from the affiliation fees paid by distributors to carry our programming networks and from advertising sales. In 2010, affiliation fees and advertising sales accounted for 57% and 37%, respectively, of our total net revenues.
 
National Networks
 
We own four nationally distributed entertainment programming networks: AMC, WE tv, IFC and Sundance Channel, each of which are available to our distributors in high-definition and standard-definition formats. Our programming networks principally generate their revenues from affiliation fees paid by multichannel video distributors and from the sale of advertising, although we also earn ancillary revenues from sources such as digital and international program sales. As of December 31, 2010, AMC, WE tv and IFC had 96.4 million, 76.8 million and 62.7 million Nielsen subscribers, respectively, and Sundance Channel had 39.9 million viewing subscribers (for a discussion of the difference between Nielsen subscribers and viewing subscribers, see “Business — Subscriber and Viewer Measurement”).
 
AMC.  AMC is a television network focused on the highest quality storytelling — both originally produced and curated, and delivered in series and feature-film form. AMC’s programming includes Emmy and Golden Globe Award-winning or nominated original scripted dramatic television series such as Mad Men, Breaking Bad and The Walking Dead, occasional mini-series such as Broken Trail and The Prisoner, and unscripted series and packaged movie events such as Storymakers, DVDtv and AMC News. In addition, with a comprehensive library of popular films, AMC also offers movie-based entertainment.


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WE tv.  WE tv offers compelling, entertaining stories and focuses on programming of particular interest to women, with an emphasis on life events such as weddings, having children and raising a family. The programming features original series and specials, as well as feature films. WE tv’s schedule includes original series such as Bridezillas, My Fair Wedding with David Tutera, Joan and Melissa: Joan Knows Best? and Downsized. Additionally, WE tv’s programming includes series such as Ghost Whisperer, Charmed and Golden Girls.
 
IFC.  IFC is a network dedicated to presenting an independent, alternative mindset through programming focused on independent film and original alternative comedy series. Since its launch in 1994, IFC has developed television programming that challenges the conventions of storytelling and provides a unique perspective to its audiences through its original series, notable independent film collection and cult television shows. The network’s original content includes the David Cross comedy The Increasingly Poor Decisions of Todd Margaret, The Onion News Network and Portlandia.
 
Sundance Channel.  Sundance Channel is the television destination for independent-minded viewers. Benefitting from its relationship with the Sundance Institute and the renowned Sundance Film Festival, the network features independent films and original series showcasing innovative people and ideas in areas like invention, design, travel, enterprise and fashion. Launched in 1996 and acquired by us in 2008, Sundance Channel’s programming celebrates fresh talent and seeks to champion new ideas.
 
International and Other
 
In addition to our National Networks, we also operate AMC/Sundance Channel Global, which is our international programming business; IFC Entertainment, our independent film distribution business; and AMC Networks Broadcasting & Technology, our network technical services business. Our International and Other segment also includes VOOM HD, an international programming service that we are in the process of winding-down.
 
AMC/Sundance Channel Global.  AMC/Sundance Channel Global’s business principally consists of four distinct channels in six languages spread across eight countries, focusing primarily on AMC in Canada and global versions of the Sundance and WE tv brands. Principally generating revenues from affiliation fees, AMC/Sundance Channel Global reached approximately 8 million viewing subscribers in Canada, Europe and Asia as of December 31, 2010, and has broad availability to distributors in Europe and Asia.
 
IFC Entertainment.  IFC Entertainment encompasses our independent film distribution business, making independent films available to a national audience by initially releasing them in theaters as well as on video-on-demand platforms. IFC Entertainment operates multiple sub-brands, including Sundance Selects, IFC Films and IFC Midnight, which distribute critically acclaimed independent films across virtually all available media platforms, including theatrically and via video-on-demand, DVDs, cable television and streaming to computers and other electronic devices. IFC Entertainment also operates the IFC Center and SundanceNow.
 
AMC Networks Broadcasting & Technology.  AMC Networks Broadcasting & Technology is a full-service network programming feed origination and distribution company, supplying an array of services to the network programming industry. AMC Networks Broadcasting & Technology has nearly 30 years experience across its network services groups, including affiliate engineering, network operations, traffic and scheduling, that provide day-to-day delivery of any programming network, in high definition or standard definition.
 
Our Strengths
 
Our strengths include:
 
Strong Industry Presence and Portfolio of Brands.  We have operated in the cable programming industry for more than 30 years and over this time we have continually enhanced the value of our network portfolio. Our programming network brands are well known and well regarded by our key constituents — our viewers, distributors and advertisers — and have developed strong followings within their respective targeted demographics, increasing our value to distributors and advertisers. AMC (which targets adults aged 25 to 54), WE tv (which targets women aged 18 to 49), IFC (which targets men aged 18 to 49) and Sundance Channel (which targets adults aged 25 to 54) have established themselves as


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important within their respective markets. Our deep and established presence in the industry lends us a high degree of credibility with distributors and content producers, and helps provide us with stable affiliate and studio relationships, advantageous channel placements and heightened viewer engagement.
 
Broad Distribution and Penetration of our National Networks.  Our national networks are broadly distributed in the United States. AMC, WE tv, IFC and Sundance Channel are each carried by all major multichannel video distributors. Our national networks are available to a significant percentage of subscribers in these distributors’ systems. This broad distribution and penetration provides us with a strong national platform on which to maintain, promote and grow our business.
 
Compelling Programming.  We continually refine our mix of programming and, in addition to our popular film programming, have increasingly focused on highly visible, critically acclaimed original programming, including the award-winning Mad Men, Breaking Bad and other popular series and shows, such as The Walking Dead, Bridezillas, Portlandia, The Onion News Network and Brick City. Our focus on quality original programming, targeted towards the audiences we seek to reach, has allowed us to increase in recent years our programming networks’ ratings and their viewership within their respective targeted demographics.
 
Recurring Revenue from Affiliation Agreements.  Our affiliation agreements with multichannel video distributors generate a recurring source of revenue. We generally seek to structure these agreements so that they are long-term in nature and to stagger their expiration dates, thereby increasing the predictability and stability of our affiliation fee revenues.
 
Desirable Advertising Platform.  Our national networks have a strong connection with each of their respective targeted demographics, which makes our programming networks an attractive platform to advertisers. Although all of our programming networks were originally operated without advertising, we have been incrementally migrating our portfolio to an advertiser-supported model. We have experienced significant growth in our advertising revenues in recent years, which has allowed us to develop high-quality programming.
 
Attractive Financial Profile.  We have a portfolio that includes higher-margin programming networks and faster-growing programming networks, through which we seek to grow both revenue and operating income. Our revenues, net, operating income and adjusted operating cash flow (“AOCF”) increased at annual growth rates in 2010 versus the prior year of 10.7%, 17.7% and 10.2%, respectively. We achieved operating income margins and AOCF margins of 13.5%, 24.4% and 26.0%, and 32.0%, 37.4%, and 37.2%, respectively, in 2008, 2009 and 2010. For a reconciliation of AOCF, a non-GAAP financial measure, to operating income see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Statement of Operations Data.”
 
Our Strategy
 
Our strategy is to maintain and improve our position as a leading programming and entertainment company by owning and operating several of the most popular and award-winning brands in cable television that create engagement with audiences globally across multiple media platforms. The key focuses of our strategy are:
 
Continued Development of High-Quality Original Programming.  We intend to continue developing strong original programming across all of our programming networks to enhance our brands, strengthen our relationship with our viewers, distributors and advertisers, and increase distribution and audience ratings. We believe that our continued investment in original programming supports future growth in our two principal revenue streams — affiliation fee revenue from our distributors and advertising revenue. We also intend to expand the deployment of our original programming across multiple distribution platforms.
 
Increased Distribution of our Programming Networks.  Of our four national networks, only AMC is fully distributed in the United States. We intend to seek increased distribution of our other national networks to grow affiliate and advertising revenues. In addition, we have begun to expand the distribution of our programming networks around the globe.


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Continued Growth of Advertising Revenue.  We have a proven track record of significantly increasing revenue by introducing advertising on networks that were previously not advertiser supported. We first accomplished this in 2002, when we moved AMC and WE tv to an advertiser-supported model. Most recently, in December 2010, we moved IFC to such a model. We seek to continue to evolve the programming on each of our networks to achieve even stronger viewer engagement within their respective core targeted demographics, thereby increasing the value of our programming to advertisers and allowing us to obtain higher advertising rates. For example, we have begun to refine the programming mix on IFC to include alternative comedy programming, such as The Onion News Network and Portlandia, in order to increase IFC’s appeal to its targeted demographic of men aged 18 to 49. We are also continuing to seek additional advertising revenue at AMC and WE tv through higher Nielsen ratings in desirable demographics.
 
Increased Control of Content.  We believe that control (including long-term contract arrangements) and ownership of content is becoming increasingly important, and we intend to increase our control position over our programming content. We already control, own or have long-term license agreements covering significant portions of our content across our programming networks as well as in our independent film distribution business operated by IFC Entertainment. We intend to continue to focus on obtaining the broadest possible control rights (both as to territory and platforms) for our content.
 
Exploitation of Emerging Media Platforms.  The technological landscape surrounding the distribution of entertainment content is continuously evolving as new digital platforms emerge. We intend to distribute our content across as many of these new platforms as possible, when it makes business sense to do so, so that our viewers can access our content where, when and how they want it. To that end, our programming networks are allowing many of our distributors to offer our content to subscribers on computers and other digital devices, and on video-on-demand platforms, all of which permit subscribers to access programs at their convenience. We also have launched our own direct-to-consumer digital platform, SundanceNow, which makes our IFC Entertainment library of independent films available to consumers in the United States and around the globe, and have made some of our content available on third-party digital platforms like iTunes and Netflix. Our national networks each host dedicated websites that promote their brands, provide programming information and provide access to content. In addition, AMC has acquired the film-focused websites filmsite.org and filmcritic.com, which together with amctv.com deliver over 4 million unique visitors each month.
 
Key Challenges
 
Following the Distribution, we may face a number of challenges, both pre-existing and as a result of the Distribution, including:
 
  •  intense competition in the markets in which we operate;
 
  •  a limited number of distributors for our programming networks;
 
  •  substantially higher debt and leverage than we have historically maintained, as a result of the financing transactions described under “Description of Financing Transactions and Certain Indebtedness”;
 
  •  volatility in the market price and trading volume of our common stock; and
 
  •  lack of operating history as a public company.
 
See “Risk Factors” for a discussion of these and other matters our stockholders should carefully consider in connection with the Distribution.
 
Company Information
 
We are a Delaware corporation with our principal executive offices at 11 Penn Plaza, New York, NY 10001. Our telephone number is (212) 324-8500. AMC Networks Inc. is a holding company and conducts substantially all of its operations through its subsidiaries.


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AMC Networks Inc. was incorporated on March 9, 2011 as an indirect, wholly-owned subsidiary of Cablevision Systems Corporation (“Cablevision”). Cablevision’s board of directors approved the Distribution (as defined below) on June 6, 2011 and the Company thereafter acquired 100% of the limited liability company interests in Rainbow Media Holdings LLC (“RMH”), the subsidiary of Cablevision through which Cablevision has historically owned the businesses described in this Information Statement. Certain businesses historically conducted by Cablevision through RMH, including News 12 Networks (“News 12”) and Rainbow Advertising Sales Corporation (“RASCO”), have not been transferred to us and will remain as part of Cablevision following the Distribution.


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The Distribution
 
Please see “The Distribution” for a more detailed description of the matters described below.
 
Distributing Company Cablevision Systems Corporation, which is one of the largest cable television operators in the United States. In addition to the business of AMC Networks, Cablevision also provides telecommunication services and operates regional programming networks and other businesses, including a newspaper publishing business and a chain of movie theaters.
 
Distributed Company AMC Networks Inc., which will own and operate the programming networks and related businesses (other than the regional programming and advertising sales businesses discussed under “— Our Company”) currently owned by RMH, a wholly-owned indirect subsidiary of Cablevision, each of which is described in this Information Statement.
 
Distribution Ratio Each holder of Cablevision NY Group Class A Common Stock will receive a distribution of one share of our Class A Common Stock for every four shares of Cablevision NY Group Class A Common Stock held on the record date and each holder of Cablevision NY Group Class B Common Stock will receive a distribution of one share of our Class B Common Stock for every four shares of Cablevision NY Group Class B Common Stock held on the record date.
 
Securities to be Distributed Based on the number of shares of Cablevision NY Group Class A Common Stock and Cablevision NY Group Class B Common Stock outstanding on May 31, 2011, approximately 57,900,000 shares of our Class A Common Stock and 13,500,000 shares of our Class B Common Stock will be distributed. We refer to this distribution of securities as the “Distribution.” The shares of our common stock to be distributed will constitute all of the outstanding shares of our common stock immediately after the Distribution. Cablevision stockholders will not be required to pay for the shares of our common stock to be received by them in the Distribution, or to surrender or exchange shares of Cablevision common stock in order to receive our common stock, or to take any other action in connection with the Distribution.
 
Fractional Shares Fractional shares of our common stock will not be distributed. Fractional shares of our Class A Common Stock will be aggregated and sold in the public market by the distribution agent and stockholders will receive a cash payment in lieu of a fractional share. Similarly, fractional shares of our Class B Common Stock will be aggregated, converted to Class A Common Stock, and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed ratably to the stockholders who would otherwise have received fractional interests. These proceeds generally will be taxable to those stockholders.
 
Distribution Agent, Transfer Agent and Registrar for the Shares Wells Fargo Shareowner Services will be the distribution agent, transfer agent and registrar for the shares of our common stock.


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Record Date The record date is the close of business, New York City time, on June 16, 2011.
 
Distribution Date 11:59 p.m. on June 30, 2011.
 
Material U.S. Federal Income Tax Consequences of the Distribution Cablevision has received a private letter ruling from the Internal Revenue Service (“IRS”) to the effect that, among other things, the Distribution, and certain related transactions, including (i) the contribution by CSC Holdings, LLC (“CSC Holdings”) of certain assets to the Company, (ii) the receipt by CSC Holdings of Company common stock, a portion of the New AMC Networks Debt (as defined below), and the potential assumption of certain liabilities by the Company and (iii) the expected exchange transaction with affiliates of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Exchange Entities”) whereby CSC Holdings will transfer such portion of the New AMC Networks Debt to the Exchange Entities in return for the transfer to CSC Holdings of $1,250,000,000 of outstanding Cablevision or CSC Holdings debt, will qualify for tax-free treatment under the Internal Revenue Code of 1986, as amended (the “Code”) to Cablevision, the Company, and holders of Cablevision common stock. In addition, Cablevision expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the Distribution and certain related transactions will qualify for tax-free treatment under the Code to Cablevision, the Company, and holders of Cablevision common stock, and that accordingly, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, a holder of Cablevision common stock upon the receipt of shares of our common stock pursuant to the Distribution, except to the extent such holder receives cash in lieu of fractional shares of our common stock.
 
Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect, we will not be able to rely on the ruling. Furthermore, the IRS will not rule on whether a distribution satisfies certain requirements necessary to obtain tax-free treatment under the Code. Rather, the ruling is based upon representations by Cablevision that these conditions have been satisfied, and any inaccuracy in such representations could invalidate the ruling. The opinion discussed above addresses all of the requirements necessary for the Distribution and certain related transactions to obtain tax-free treatment under the Code and is based on, among other things, certain assumptions and representations made by Cablevision and us, which if incorrect or inaccurate in any material respect would jeopardize the conclusions reached by counsel in such opinion. The opinion will not be binding on the IRS or the courts. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution.”
 
Stock Exchange Listing There is not currently a public market for our common stock. Our Class A Common Stock will be listed on The NASDAQ Stock


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Market LLC (“NASDAQ”) under the symbol “AMCX.” It is anticipated that trading will commence on a when-issued basis prior to the Distribution. On the first trading day following the Distribution date, when-issued trading in respect of our Class A Common Stock will end and regular-way trading will begin. Our Class B Common Stock will not be listed on a securities exchange.
 
Financing Transactions As part of the Distribution, we will incur approximately $2,425,000,000 of new debt (the “New AMC Networks Debt”), consisting of $1,725,000,000 aggregate principal amount of senior secured term loans and $700,000,000 aggregate principal amount of senior unsecured notes. A portion of the proceeds of the New AMC Networks Debt will be used to repay all outstanding Company debt (excluding capital leases) and approximately $1,250,000,000 of the New AMC Networks Debt will be issued to CSC Holdings, which will use such New AMC Networks Debt to satisfy and discharge outstanding Cablevision or CSC Holdings debt.
 
CSC Holdings will accomplish the satisfaction and discharge of the outstanding debt by entering into a transaction with the Exchange Entities, whereby CSC Holdings will exchange a portion of the New AMC Networks Debt for outstanding Cablevision or CSC Holdings debt, a substantial portion of which will have been acquired from Cablevision’s lenders by the Exchange Entities for this purpose. Following the exchange, we expect that affiliates of the Exchange Entities, in an unrelated transaction, will syndicate our senior secured term loans to several lenders and distribute our senior unsecured notes in an exempt offering. See “Description of Financing Transactions and Certain Indebtedness.”
 
Relationship between Cablevision and Us after the Distribution Following the Distribution, we will be a public company and Cablevision will have no continuing stock ownership interest in us. In connection with the Distribution, we and Cablevision have entered into a Distribution Agreement and have or will enter into several ancillary agreements for the purpose of accomplishing the distribution of our common stock to Cablevision’s common stockholders. These agreements also will govern our relationship with Cablevision subsequent to the Distribution and provide for the allocation of employee benefit, tax and some other liabilities and obligations attributable to periods prior to the Distribution. These agreements also will include arrangements with respect to transition services and a number of on-going commercial relationships, including with respect to the funding of, and allocation of the proceeds from, certain litigation. The Distribution Agreement includes an agreement that we and Cablevision agree to provide each other with appropriate indemnities with respect to liabilities arising out of the businesses being transferred to us by Cablevision. We are also party to other arrangements with Cablevision and its subsidiaries, such as affiliation agreements covering our programming. See “Certain Relationships and Related Party Transactions.”


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There is an overlap between the senior management of the Company and Cablevision. Charles F. Dolan serves as the Executive Chairman of the Company and will continue to serve as the Chairman of Cablevision. In addition, immediately following the Distribution, eight of the members of our Board of Directors will also be directors of Cablevision, and several of our directors will continue to serve as officers and/or employees of Cablevision concurrently with their service on our Board of Directors.
 
See “Certain Relationships and Related Party Transactions — Relationship Between Cablevision and Us After the Distribution” for a discussion of the policy that will be in place for dealing with potential conflicts of interest that may arise from our ongoing relationship with Cablevision.
 
Control by Dolan Family Following the Distribution, we will be controlled by Charles F. Dolan, our Executive Chairman, members of his family and certain related family entities. We have been informed that Charles F. Dolan, these family members and the related entities have entered into a stockholders agreement relating, among other things, to the voting of their shares of our Class B Common Stock.
 
See “Risk Factors — Risks Related to the Distribution and the Financing Transactions — We are controlled by the Dolan family, which may create certain conflicts of interest and which means certain stockholder decisions can be taken without the consent of the majority of the holders of our Class A Common Stock.” Immediately following the Distribution, seven of the members of our Board of Directors will be members of the Dolan family.
 
Post-Distribution Dividend Policy We do not anticipate paying any cash dividends on our common stock in the foreseeable future.
 
Risk Factors Stockholders should carefully consider the matters discussed under “Risk Factors.”


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Selected Financial Data
 
The operating and balance sheet data included in the following selected financial data as of December 31, 2010 and 2009 and for each year in the three-year period ended December 31, 2010 have been derived from the audited annual consolidated financial statements of AMC Networks Inc. included elsewhere in this Information Statement, and the balance sheet data as of December 31, 2008, 2007 and 2006 and the income statement data for the years ended December 31, 2007 and 2006 have been derived from the unaudited annual consolidated financial statements of the Company, which are not included in this Information Statement. The operating and balance sheet data included in the following selected financial data for the three months ended and as of March 31, 2011 and 2010 have been derived from the unaudited interim consolidated financial statements of the Company and, in the opinion of the management of the Company, reflect all adjustments necessary for the fair presentation of such data for the respective interim periods. The financial information does not necessarily reflect what our results of operations and financial position would have been if we had operated as a separate publicly-traded entity during the periods presented. The results of operations for the three month period ended March 31, 2011 are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2011. The selected financial data presented below should be read in conjunction with the annual and interim financial statements included elsewhere in this Information Statement and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Consolidated Financial Information.”
 
                                                         
    Three Months
    Year Ended
 
    Ended March 31,     December 31,  
    2011     2010     2010     2009     2008     2007     2006  
    (Dollars in thousands)  
 
Operating Data(1):
                                                       
Revenues, net
  $  272,903     $  248,372     $ 1,078,300     $  973,644     $ 893,557     $ 754,447     $ 646,476  
                                                         
Operating expenses:
                                                       
Technical and operating (excluding depreciation, amortization and impairments shown below)
    90,411       82,425       366,093       310,365       314,960       276,144       246,166  
Selling, general and administrative
    86,921       78,444       328,134       313,904       302,474       256,995       242,674  
Restructuring (credit) expense
    (34 )     (212 )     (2,218 )     5,162       46,877       2,245        
Depreciation and amortization (including impairments)
    24,926       26,690       106,455       106,504       108,349       81,101       83,984  
                                                         
      202,224       187,347       798,464       735,935       772,660       616,485       572,824  
                                                         
Operating income
    70,679       61,025       279,836       237,709       120,897       137,962       73,652  
                                                         
Other income (expense):
                                                       
Interest expense, net
    (17,893 )     (19,116 )     (73,412 )     (75,705 )     (97,062 )     (113,841 )     (133,202 )
(Loss) gain on investments, net
                            (103,238 )     (1,812 )     27,417  
Gain (loss) on equity derivative contracts
                            66,447       24,183       (15,708 )
Loss on interest rate swap contracts, net
                      (3,237 )     (2,843 )            
Loss on extinguishment of debt and write-off of deferred financing costs
                            (2,424 )     (22,032 )     (6,084 )
Miscellaneous, net
    72       26       (162 )     187       379       3,140       1,998  
                                                         
      (17,821 )     (19,090 )     (73,574 )     (78,755 )     (138,741 )     (110,362 )     (125,579 )
                                                         
Income (loss) from continuing operations before income taxes
    52,858       41,935       206,262       158,954       (17,844 )     27,600       (51,927 )
Income tax (expense) benefit
    (23,136 )     (17,906 )     (88,073 )     (70,407 )     (2,732 )     (12,227 )     21,043  
                                                         
Income (loss) from continuing operations
    29,722       24,029       118,189       88,547       (20,576 )     15,373       (30,884 )
Income (loss) from discontinued operations, net of income taxes
    96       (10,596 )     (38,090 )     (34,791 )     (26,866 )     (25,867 )     (62,808 )
                                                         
      29,818       13,433       80,099       53,756       (47,442 )     (10,494 )     (93,692 )
Cumulative effect of a change in accounting principle, net of income taxes
                                        (155 )
                                                         
Net income (loss)
  $ 29,818     $ 13,433     $ 80,099     $ 53,756     $ (47,442 )   $ (10,494 )   $ (93,847 )
                                                         
 


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    March 31,     December 31,  
    2011     2010     2010     2009     2008     2007     2006  
    (Dollars in thousands)  
 
Balance Sheet Data(1):
                                                       
Program rights, net
  $ 895,690     $ 734,182     $ 783,830     $ 683,306     $ 649,020     $ 553,555     $ 495,449  
Investment securities pledged as collateral
                                  472,347       474,131  
Total assets
    1,924,312       1,950,263       1,853,896       1,934,362       1,987,917       2,423,442       2,474,883  
Program rights obligations
    557,511       471,792       454,825       435,638       465,588       416,960       432,429  
Note payable/advances to affiliate
                      190,000       190,000       130,000        
Credit facility debt(2)
    412,500       563,750       475,000       580,000       700,000       500,000       510,000  
Collateralized indebtedness
                                  402,965       388,183  
Senior notes(2)
    299,619       299,350       299,552       299,283       299,014       298,745       298,476  
Senior subordinated notes(2)
    324,134       323,881       324,071       323,817       323,564       323,311       497,011  
Capital lease obligations
    19,198       23,572       20,252       24,611       21,106       24,432       18,905  
Total debt
    1,055,451       1,210,553       1,118,875       1,227,711       1,343,684       1,549,453       1,712,575  
Stockholder’s equity (deficiency)
    81,374       (27,458 )     24,831       (236,992 )     (278,502 )     (570,665 )     (996,541 )
 
 
(1) The Company acquired Sundance Channel in June 2008. The results of Sundance Channel’s operations have been included in the consolidated financial statements from the date of acquisition. See Note 3 in the accompanying annual consolidated financial statements.
 
(2) As part of the Distribution, we will incur approximately $2,425,000 of New AMC Networks Debt, consisting of $1,725,000 aggregate principal amount of senior secured term loans and $700,000 aggregate principal amount of senior unsecured notes. A portion of the proceeds of the New AMC Networks Debt will be used to repay all outstanding Company debt (excluding capital leases) and approximately $1,250,000 of the New AMC Networks Debt will be issued to CSC Holdings, which will use such New AMC Networks Debt to satisfy and discharge outstanding Cablevision or CSC Holdings debt. See “Description of Financing Transactions and Certain Indebtedness — Financing Transactions in Connection with the Distribution.”

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QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION
 
The following is a brief summary of the terms of the Distribution. Please see “The Distribution” for a more detailed description of the matters described below.
 
Q: What is the Distribution?
 
A: The Distribution is the method by which Cablevision will separate the business of our Company from Cablevision’s other businesses, creating two separate, publicly-traded companies. In the Distribution, Cablevision will distribute to its stockholders all of the shares of our Class A Common Stock and Class B Common Stock that it owns. Following the Distribution, we will be a separate company from Cablevision, and Cablevision will not retain any ownership interest in us. The number of shares of Cablevision common stock you own will not change as a result of the Distribution.
 
Q: What is being distributed in the Distribution?
 
A: Approximately 57.9 million shares of our Class A Common Stock and 13.5 million shares of our Class B Common Stock will be distributed in the Distribution, based upon the number of shares of Cablevision NY Group Class A Common Stock and Cablevision NY Group Class B Common Stock outstanding on the record date. The shares of our Class A Common Stock and Class B Common Stock to be distributed by Cablevision will constitute all of the issued and outstanding shares of our Class A Common Stock and Class B Common Stock immediately after the Distribution. For more information on the shares being distributed in the Distribution, see “Description of Capital Stock — Class A Common Stock and Class B Common Stock.”
 
Q: What will I receive in the Distribution?
 
A: Holders of Cablevision NY Group Class A Common Stock will receive a distribution of one share of our Class A Common Stock for every four shares of Cablevision NY Group Class A Common Stock held by them on the record date, and holders of Cablevision NY Group Class B Common Stock will receive a distribution of one share of our Class B Common Stock for every four shares of Cablevision NY Group Class B Common Stock held by them on the record date. As a result of the Distribution, your proportionate interest in Cablevision will not change and you will own the same percentage of equity securities and voting power in AMC Networks as you did in Cablevision on the record date. For a more detailed description, see “The Distribution.”
 
Q: What is the record date for the Distribution?
 
A: Record ownership will be determined as the close of business, New York City time, on June 16, 2011, which we refer to as the record date. The person in whose name shares of Cablevision common stock are registered at the close of business on the record date is the person to whom shares of the Company’s common stock will be issued in the Distribution. As described below, the Cablevision NY Group Class A Common Stock will not trade on an ex-dividend basis with respect to our common stock and, as a result, if a record holder of Cablevision NY Group Class A Common Stock sells those shares after the record date and on or prior to the Distribution date, the seller will be obligated to deliver to the purchaser the shares of our common stock that are issued in respect of the transferred Cablevision NY Group Class A Common Stock.
 
Q: When will the Distribution occur?
 
A: We expect that shares of our Class A Common Stock and Class B Common Stock will be distributed by the distribution agent, on behalf of Cablevision, at 11:59 p.m. on June 30, 2011, which we refer to as the Distribution date.
 
Q: What will the relationship between Cablevision and us be following the Distribution?
 
A: Following the Distribution, we will be a public company and Cablevision will have no continuing stock ownership interest in us. In connection with the Distribution, we and Cablevision have entered into a Distribution Agreement and have entered or will enter into several other agreements for the purpose of


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accomplishing the distribution of our common stock to Cablevision’s common stockholders. These agreements also will govern our relationship with Cablevision subsequent to the Distribution and provide for the allocation of employee benefit, tax and some other liabilities and obligations attributable to periods prior to the Distribution. These agreements will also include arrangements with respect to transition services and a number of ongoing commercial relationships. The Distribution Agreement provides that we and Cablevision agree to provide each other with appropriate indemnities with respect to liabilities arising out of the businesses being transferred to us by Cablevision. We are also party to other arrangements with Cablevision and its subsidiaries, such as affiliation agreements covering our programming networks. See “Certain Relationships and Related Party Transactions.” Following the Distribution, both we and Cablevision will be controlled by Charles F. Dolan, our Executive Chairman, members of his family and certain related family entities.
 
There is an overlap between the senior management of the Company and Cablevision. Charles F. Dolan serves as the Executive Chairman of the Company and will continue to serve as the Chairman of Cablevision. In addition, immediately following the Distribution, eight of the members of our Board of Directors will also be directors of Cablevision, and several of our directors will continue to serve as officers or employees of Cablevision concurrently with their service on our Board of Directors.
 
See “Certain Relationships and Related Party Transactions — Relationship Between Cablevision and Us After the Distribution” for a discussion of the policy that will be in place for dealing with potential conflicts of interest that may arise from our ongoing relationship with Cablevision.
 
Q: What do I have to do to participate in the Distribution?
 
A: No action is required on your part. Shareholders of Cablevision on the record date for the Distribution are not required to pay any cash or deliver any other consideration, including any shares of Cablevision common stock, for the shares of our common stock distributable to them in the Distribution.
 
Q: If I sell, on or before the Distribution date, shares of Cablevision NY Group Class A Common Stock that I held on the record date, am I still entitled to receive shares of AMC Networks Class A Common Stock distributable with respect to the shares of Cablevision NY Group Class A Common Stock I sold?
 
A: No. No ex-dividend market will be established for our Class A Common Stock until the first trading day following the Distribution date. Therefore, if you own shares of Cablevision NY Group Class A Common Stock on the record date and thereafter sell those shares on or prior to the Distribution date, you will also be selling the shares of our Class A Common Stock that would have been distributed to you in the Distribution with respect to the shares of Cablevision NY Group Class A Common Stock you sell. Conversely, a person who purchases shares of Cablevision NY Group Class A Common Stock after the record date and on or prior to the Distribution date will be entitled to receive, from the seller of those shares, the shares of our Class A Common Stock issued in the Distribution with respect to the transferred Cablevision NY Group Class A Common Stock.
 
Q: How will fractional shares be treated in the Distribution?
 
A: If you would be entitled to receive a fractional share of our Class A Common Stock in the Distribution, you will instead receive a cash payment. See “The Distribution — Manner of Effecting the Distribution” for an explanation of how the cash payments will be determined.
 
Q: How will Cablevision distribute shares of AMC Networks common stock to me?
 
A: Holders of shares of Cablevision’s NY Group Class A Common Stock or NY Group Class B Common Stock on the record date will receive shares of the same class of our common stock, in book-entry form. See “The Distribution — Manner of Effecting the Distribution” for a more detailed explanation.


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Q: What is the reason for the Distribution?
 
A: The potential benefits considered by Cablevision’s board of directors in making the determination to consummate the Distribution included the following:
 
  •  to enhance the credit profile of Cablevision by accessing its RMH subsidiary’s additional debt capacity to effectuate a reduction of Cablevision’s indebtedness, thereby providing Cablevision with greater financial and strategic flexibility to pursue acquisitions following the Distribution; and
 
  •  to increase the aggregate stock price of Cablevision and the Company relative to the pre-Distribution value of outstanding Cablevision stock, so as to allow each company to (i) issue equity in connection with acquisitions on more favorable terms and (ii) increase the long term attractiveness of equity compensation programs, in both cases with less relative dilution to existing equityholders.
 
Cablevision’s board of directors believes that the aggregate stock price of Cablevision and the Company could potentially increase relative to the pre-Distribution value of outstanding Cablevision stock because the Distribution will permit investors to invest separately in AMC Networks and in the remaining businesses of Cablevision. This may make AMC Networks and Cablevision common stock more attractive to investors, as compared to Cablevision common stock before the Distribution, because the common stock of each of AMC Networks and Cablevision will become available to classes of investors who seek an investment that offers the growth, risk and sector exposure of either AMC Networks or Cablevision, but not that of the combined company. There can be no assurance, however, as to the future market price of AMC Networks or Cablevision common stock. See “Risk Factors — The combined post-Distribution value of Cablevision and AMC Networks shares may not equal or exceed the pre-Distribution value of Cablevision shares.”
 
Cablevision’s board of directors also considered several factors that might have a negative effect on Cablevision as a result of the Distribution. Cablevision’s board of directors considered that the Distribution would result in substantial reductions to the restricted payments baskets under various debt instruments of Cablevision and its subsidiary, CSC Holdings. Moreover, the Distribution would separate from Cablevision the businesses of the Company, which represent significant value, in a transaction that produces no direct economic consideration for Cablevision, other than the debt reduction noted above. Because the Company will no longer be a wholly-owned subsidiary of Cablevision, the Distribution also will affect the terms of, or limit the incentive for, or the ability of Cablevision to pursue, cross-company business transactions and initiatives with AMC Networks since, as separate public companies, such transactions and initiatives will need to be assessed by each company from its own business perspective. Finally, following the Distribution, Cablevision and its remaining businesses will need to absorb corporate and administrative costs previously allocated to its Rainbow reportable segment.
 
Cablevision’s board of directors considered certain aspects of the Distribution that may be adverse to the Company. The Company’s common stock may come under initial selling pressure as certain Cablevision stockholders sell their shares in the Company because they are not interested in holding an investment in the Company’s businesses. Moreover, certain factors such as a lack of historical financial and performance data as an independent company may limit investors’ ability to appropriately value the Company’s common stock. Furthermore, because the Company will no longer be a wholly-owned subsidiary of Cablevision, the Distribution also will limit the ability of the Company to pursue cross-company business transactions and initiatives with other businesses of Cablevision.
 
Q: What are the U.S. federal income tax consequences to me of the Distribution?
 
A: Cablevision has received a private letter ruling from the IRS and expects to obtain an opinion from Sullivan & Cromwell LLP to the effect that, among other things, the Distribution and certain related transactions will qualify as tax-free under the Code. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution,” and “Risk Factors — Risks Related to the Distribution and the Financing Transactions — The Distribution could result in significant tax liability” and “Risk Factors — Risks Related to the Distribution and the Financing Transactions — The tax rules applicable to


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the Distribution may restrict us from engaging in certain corporate transactions or from raising equity capital beyond certain thresholds for a period of time after the Distribution.”
 
Q: Does AMC Networks intend to pay cash dividends?
 
A: No. We currently intend to retain future earnings, if any, to finance the expansion of our businesses, repay indebtedness and fund ongoing operations. As a result, we do not expect to pay any cash dividends for the foreseeable future. All decisions regarding the payment of dividends will be made by our Board of Directors from time to time in accordance with applicable law.
 
Q: How will AMC Networks common stock trade?
 
A: There is not currently a public market for our common stock. Our Class A Common Stock will be listed on NASDAQ under the symbol “AMCX.” It is anticipated that trading will commence on a when-issued basis prior to the Distribution. On the first trading day following the Distribution date, when-issued trading in respect of our Class A Common Stock will end and regular-way trading will begin. Our Class B Common Stock will not be listed on a securities exchange.
 
Q: Will the Distribution affect the trading price of my Cablevision NY Group Class A Common Stock?
 
A: Yes. After the distribution of our Class A Common Stock, the trading price of Cablevision NY Group Class A Common Stock may be lower than the trading price of the Cablevision NY Group Class A Common Stock immediately prior to the Distribution. Moreover, until the market has evaluated the operations of Cablevision without the operations of AMC Networks, the trading price of Cablevision NY Group Class A Common Stock may fluctuate significantly. Cablevision believes the separation of AMC Networks from Cablevision offers its stockholders the greatest long-term value. However, the combined trading prices of Cablevision NY Group Class A Common Stock and AMC Networks Inc. Class A Common Stock after the Distribution may be lower than the trading price of Cablevision NY Group Class A Common Stock prior to the Distribution. See “Risk Factors” beginning on page 22.
 
Q: What financing transactions will AMC Networks undertake in connection with the Distribution?
 
A: As part of the Distribution, we will incur approximately $2,425,000,000 of New AMC Networks Debt, consisting of $1,725,000,000 aggregate principal amount of senior secured term loans and $700,000,000 aggregate principal amount of senior unsecured notes. A portion of the proceeds of the New AMC Networks Debt will be used to repay all outstanding Company debt (excluding capital leases) and approximately $1,250,000,000 of the New AMC Networks Debt will be issued to CSC Holdings, which will use such New AMC Networks Debt to satisfy and discharge outstanding Cablevision or CSC Holdings debt.
 
CSC Holdings will accomplish the satisfaction and discharge of the outstanding debt by entering into a transaction with the Exchange Entities, whereby CSC Holdings will exchange a portion of the New AMC Networks Debt for outstanding Cablevision or CSC Holdings debt, a substantial portion of which will have been acquired from Cablevision’s lenders by the Exchange Entities for this purpose. Following the exchange, we expect that affiliates of the Exchange Entities, in an unrelated transaction, will syndicate our senior secured term loans to several lenders and distribute our senior unsecured notes in an exempt offering. See “Description of Financing Transactions and Certain Indebtedness.”
 
Q: Do I have appraisal rights?
 
A: No. Holders of Cablevision common stock are not entitled to appraisal rights in connection with the Distribution.
 
Q: Who is the transfer agent for AMC Networks common stock?
 
A: Wells Fargo Shareowner Services, 161 North Concord Exchange, South St. Paul, Minnesota 55075-1139.


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Q: Where can I get more information?
 
A: If you have questions relating to the mechanics of the Distribution of shares of AMC Networks Inc. common stock, you should contact the distribution agent:
 
Wells Fargo Shareowner Services
161 North Concord Exchange
South St. Paul, Minnesota 55075-1139
Telephone: 1-800-468-9716
 
Before the Distribution, if you have questions relating to the Distribution, you should contact:
 
Cablevision Systems Corporation
Investor Relations Dept.
1111 Stewart Ave.
Bethpage, NY 11714-3581
Telephone: 1-516-803-2300
 
After the Distribution, if you have questions relating to AMC Networks Inc., you should contact:
 
AMC Networks Inc.
Investor Relations Dept.
11 Penn Plaza
New York, NY 10001
Telephone: 1-212-324-8500


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THE DISTRIBUTION
 
General
 
All of our outstanding shares of Class A Common Stock will be distributed to the holders of Cablevision NY Group Class A Common Stock and all of the outstanding shares of our Class B Common Stock will be distributed to the holders of Cablevision NY Group Class B Common Stock. We refer to this distribution of securities as the “Distribution.” In the Distribution, each holder of Cablevision common stock will receive a distribution of one share of our common stock for every four shares of Cablevision common stock held as of the close of business, New York City time, on June 16, 2011, which will be the record date.
 
Manner of Effecting the Distribution
 
The general terms and conditions relating to the Distribution are set forth in the Distribution Agreement between us and Cablevision. Under the Distribution Agreement, the Distribution will be effective at 11:59 p.m. on June 30, 2011. For most Cablevision stockholders who own Cablevision common stock in registered form on the record date, our transfer agent will credit their shares of our common stock to book entry accounts established to hold these shares. Our distribution agent will send these stockholders a statement reflecting their ownership of our common stock. Book entry refers to a method of recording stock ownership in our records in which no physical certificates are used. For stockholders who own Cablevision common stock through a broker or other nominee, their shares of our common stock will be credited to these stockholders’ accounts by the broker or other nominee. As further discussed below, fractional shares will not be distributed. Following the Distribution, stockholders whose shares are held in book entry form may request that their shares of our common stock be transferred to a brokerage or other account at any time, as well as delivery of physical stock certificates for their shares, in each case without charge.
 
CABLEVISION STOCKHOLDERS WILL NOT BE REQUIRED TO PAY FOR SHARES OF OUR COMMON STOCK RECEIVED IN THE DISTRIBUTION, OR TO SURRENDER OR EXCHANGE SHARES OF CABLEVISION COMMON STOCK IN ORDER TO RECEIVE OUR COMMON STOCK, OR TO TAKE ANY OTHER ACTION IN CONNECTION WITH THE DISTRIBUTION. NO VOTE OF CABLEVISION STOCKHOLDERS IS REQUIRED OR SOUGHT IN CONNECTION WITH THE DISTRIBUTION, AND CABLEVISION STOCKHOLDERS HAVE NO APPRAISAL RIGHTS IN CONNECTION WITH THE DISTRIBUTION.
 
Fractional shares of our common stock will not be issued to Cablevision stockholders as part of the Distribution or credited to book entry accounts. In lieu of receiving fractional shares, each holder of Cablevision common stock who would otherwise be entitled to receive a fractional share of our common stock will receive cash for the fractional interest, which generally will be taxable to such holder. An explanation of the tax consequences of the Distribution can be found below in the subsection captioned “— Material U.S. Federal Income Tax Consequences of the Distribution.” The distribution agent will, as soon as practicable after the Distribution date, aggregate fractional shares of our Class A Common Stock into whole shares and sell them in the open market at the prevailing market prices and distribute the aggregate proceeds, net of brokerage fees, ratably to Cablevision NY Group Class A stockholders otherwise entitled to fractional interests in our Class A Common Stock. Similarly, fractional shares of our Class B Common Stock will be aggregated, converted to Class A Common Stock, and sold in the public market by the distribution agent. The amount of such payments will depend on the prices at which the aggregated fractional shares are sold by the distribution agent in the open market shortly after the Distribution date.
 
See “Executive Compensation — Treatment of Outstanding Options, Rights, Restricted Stock, Restricted Stock Units and Other Awards,” for a discussion of how outstanding Cablevision options, restricted shares, restricted stock units and performance awards will be affected by the Distribution.
 
In order to be entitled to receive shares of our common stock in the Distribution, Cablevision stockholders must be stockholders of record of Cablevision common stock at the close of business, New York City time, on the record date, June 16, 2011.


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Concurrent Financing Transactions
 
As part of the Distribution, we will incur approximately $2,425,000,000 of New AMC Networks Debt, consisting of $1,725,000,000 aggregate principal amount of senior secured term loans and $700,000,000 aggregate principal amount of senior unsecured notes. A portion of the proceeds of the New AMC Networks Debt will be used to repay all outstanding Company debt (excluding capital leases) and approximately $1,250,000,000 of the New AMC Networks Debt will be issued to CSC Holdings, which will use such New AMC Networks Debt to satisfy and discharge outstanding Cablevision or CSC Holdings debt.
 
CSC Holdings will accomplish the satisfaction and discharge of the outstanding debt by entering into a transaction with the Exchange Entities, whereby CSC Holdings will exchange a portion of the New AMC Networks Debt for outstanding Cablevision or CSC Holdings debt, a substantial portion of which will have been acquired from Cablevision’s lenders by the Exchange Entities for this purpose. Following the exchange, we expect that affiliates of the Exchange Entities, in an unrelated transaction, will syndicate our senior secured term loans to several lenders and distribute our senior unsecured notes in an exempt offering. See “Description of Financing Transactions and Certain Indebtedness.”
 
Reasons for the Distribution
 
Cablevision’s board of directors has determined that separation of our businesses from Cablevision’s other businesses is in the best interests of Cablevision and its stockholders. The potential benefits considered by Cablevision’s board of directors in making the determination to consummate the Distribution included the following:
 
  •  to enhance the credit profile of Cablevision by accessing its RMH subsidiary’s additional debt capacity to effectuate a reduction of Cablevision’s indebtedness, thereby providing Cablevision with greater financial and strategic flexibility to pursue acquisitions following the Distribution; and
 
  •  to increase the aggregate stock price of Cablevision and the Company relative to the pre-Distribution value of outstanding Cablevision stock, so as to allow each company to (i) issue equity in connection with acquisitions on more favorable terms and (ii) increase the long term attractiveness of equity compensation programs, in both cases with less relative dilution to existing equityholders.
 
Cablevision’s board of directors believes that the aggregate stock price of Cablevision and the Company could potentially increase relative to the pre-Distribution value of outstanding Cablevision stock because the Distribution will permit investors to invest separately in AMC Networks and in the remaining businesses of Cablevision. This may make AMC Networks and Cablevision common stock more attractive to investors, as compared to Cablevision common stock before the Distribution, because the common stock of each of AMC Networks and Cablevision will become available to classes of investors who seek an investment that offers the growth, risk and sector exposure of either AMC Networks or Cablevision, but not that of the combined company. There can be no assurance, however, as to the future market price of AMC Networks or Cablevision common stock. See “Risk Factors — The combined post-Distribution value of Cablevision and AMC Networks shares may not equal or exceed the pre-Distribution value of Cablevision shares.”
 
Cablevision’s board of directors also considered several factors that might have a negative effect on Cablevision as a result of the Distribution. Cablevision’s board of directors considered that the Distribution would result in substantial reductions to the restricted payments baskets under various debt instruments of Cablevision and its subsidiary, CSC Holdings. Moreover, the Distribution would separate from Cablevision the businesses of the Company, which represent significant value, in a transaction that produces no direct economic consideration for Cablevision, other than the debt reduction noted above. Because the Company will no longer be a wholly-owned subsidiary of Cablevision, the Distribution also will affect the terms of, or limit the incentive for, or the ability of Cablevision to pursue, cross-company business transactions and initiatives with AMC Networks since, as separate public companies, such transactions and initiatives will need to be assessed by each company from its own business perspective. Finally, following the Distribution, Cablevision and its remaining businesses will need to absorb corporate and administrative costs previously allocated to its Rainbow segment.


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Cablevision’s board of directors considered certain aspects of the Distribution that may be adverse to the Company. The Company’s common stock may come under initial selling pressure as certain Cablevision stockholders sell their shares in the Company because they are not interested in holding an investment in the Company’s businesses. Moreover, certain factors such as a lack of historical financial and performance data as an independent company may limit investors’ ability to appropriately value the Company’s common stock. Furthermore, because the Company will no longer be a wholly-owned subsidiary of Cablevision, the Distribution also will limit the ability of the Company to pursue cross-company business transactions and initiatives with other businesses of Cablevision.
 
Results of the Distribution
 
After the Distribution, we will be a public company owning and operating the network programming and related businesses (other than the regional programming and advertising sales businesses discussed under “Summary — Our Company”) historically owned by Cablevision through RMH, a wholly-owned indirect subsidiary of Cablevision. Immediately after the Distribution, we expect to have approximately 1,000 holders of record of our Class A Common Stock and 26 holders of record of our Class B Common Stock and approximately 57.9 million shares of Class A Common Stock and approximately 13.5 million shares of Class B Common Stock outstanding, based on the number of record stockholders and outstanding shares of Cablevision common stock on May 31, 2011 and after giving effect to the delivery to stockholders of cash in lieu of fractional shares of our common stock. The actual number of shares to be distributed will be determined on the record date. You can find information regarding options to purchase our common stock that will be outstanding after the Distribution in the section captioned, “Executive Compensation — Treatment of Outstanding Options, Rights, Restricted Stock, Restricted Stock Units and Other Awards.” We and Cablevision will both be controlled by Charles F. Dolan, our Executive Chairman, members of his family and certain related family entities.
 
Prior to the Distribution, we have entered or will enter into several agreements with Cablevision (and certain of its subsidiaries and affiliates) in connection with, among other things, employee matters, tax, transition services and a number of ongoing commercial relationships, including affiliation agreements with respect to our programming networks.
 
The Distribution will not affect the number of outstanding shares of Cablevision common stock or any rights of Cablevision stockholders.
 
Material U.S. Federal Income Tax Consequences of the Distribution
 
The following is a summary of the material U.S. federal income tax consequences of the Distribution to us, Cablevision and Cablevision stockholders. This summary is based on the Code, the Treasury regulations promulgated under the Code, and interpretations of such authorities by the courts and the IRS, all as in effect as of the date of this Information Statement and all of which are subject to change at any time, possibly with retroactive effect. This summary is limited to holders of Cablevision common stock that are U.S. holders, as defined below, that hold their shares of Cablevision common stock as capital assets within the meaning of section 1221 of the Code. Further, this summary does not discuss all tax considerations that may be relevant to holders of Cablevision common stock in light of their particular circumstances, nor does it address the consequences to holders of Cablevision common stock subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, partnerships (including entities treated as partnerships for U.S. federal income tax purposes), persons who acquired such shares of Cablevision common stock pursuant to the exercise of employee stock options or otherwise as compensation, financial institutions, insurance companies, dealers or traders in securities, and persons who hold their shares of Cablevision common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes. This summary does not address any U.S. federal estate, gift or other non-income tax consequences or any applicable state, local, foreign, or other tax consequences. Each stockholder’s individual circumstances may affect the tax consequences of the Distribution.


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For purposes of this summary, a “U.S. holder” is a beneficial owner of Cablevision common stock that is, for U.S. federal income tax purposes:
 
  •  an individual who is a citizen or a resident of the United States;
 
  •  a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state or political subdivision thereof;
 
  •  an estate, the income of which is subject to United States federal income taxation regardless of its source; or
 
  •  a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) it has a valid election in place under applicable Treasury regulations to be treated as a U.S. person.
 
If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds shares of Cablevision common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding shares of Cablevision common stock should consult its tax advisor regarding the tax consequences of the Distribution.
 
Cablevision has received a private letter ruling from the IRS to the effect that, among other things, the Distribution, and certain related transactions, including (i) the contribution by CSC Holdings of certain assets to the Company, (ii) the receipt by CSC Holdings of Company common stock, a portion of the New AMC Networks Debt, and the potential assumption of certain liabilities by the Company and (iii) the expected exchange transaction with the Exchange Entities whereby CSC Holdings will transfer such portion of the New AMC Networks Debt to the Exchange Entities in return for the transfer to CSC Holdings of $1,250,000,000 of outstanding Cablevision or CSC Holdings debt, will qualify for tax-free treatment under the Code to Cablevision, the Company, and holders of Cablevision common stock. In addition, Cablevision expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the Distribution and certain related transactions will qualify for tax-free treatment under the Code to Cablevision, the Company, and holders of Cablevision common stock, and that accordingly, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, a holder of Cablevision common stock upon the receipt of shares of our common stock pursuant to the Distribution, except to the extent such holder receives cash in lieu of fractional shares of our common stock.
 
Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect, we will not be able to rely on the ruling. Furthermore, the IRS will not rule on whether a distribution satisfies certain requirements necessary to obtain tax-free treatment under the Code. Rather, the ruling is based upon representations by Cablevision that these conditions have been satisfied, and any inaccuracy in such representations could invalidate the ruling. The opinion discussed above addresses all of the requirements necessary for the Distribution and certain related transactions to obtain tax-free treatment under the Code and is based on, among other things, certain assumptions and representations made by Cablevision and us, which if incorrect or inaccurate in any material respect would jeopardize the conclusions reached by counsel in such opinion. The opinion will not be binding on the IRS or the courts.
 
On the basis of the ruling and the opinion we expect to receive, and assuming that Cablevision common stock is a capital asset in the hands of a Cablevision stockholder on the Distribution date:
 
  •  Except for any cash received in lieu of a fractional share of our common stock, a Cablevision stockholder will not recognize any income, gain or loss as a result of the receipt of our common stock in the Distribution.
 
  •  A Cablevision stockholder’s holding period for our common stock received in the Distribution will include the period for which that stockholder’s Cablevision common stock was held.
 
  •  A Cablevision stockholder’s tax basis for our common stock received in the Distribution will be determined by allocating to that common stock, on the basis of the relative fair market values of Cablevision common stock and our common stock at the time of the Distribution, a portion of the


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  stockholder’s basis in his or her Cablevision common stock. A Cablevision stockholder’s basis in his or her Cablevision common stock will be decreased by the portion allocated to our common stock. Within a reasonable period of time after the Distribution, Cablevision will provide its stockholders who receive our common stock pursuant to the Distribution a worksheet for calculating their tax bases in our common stock and their Cablevision common stock.
 
  •  The receipt of cash in lieu of a fractional share of our common stock generally will be treated as a sale of the fractional share of our common stock, and a Cablevision stockholder will recognize gain or loss equal to the difference between the amount of cash received and the stockholder’s basis in the fractional share of our common stock, as determined above. The gain or loss will be long-term capital gain or loss if the holding period for the fractional share of our common stock, as determined above, is greater than one year.
 
  •  Neither we nor Cablevision will recognize a taxable gain or loss as a result of the Distribution.
 
If the Distribution does not qualify for tax-free treatment for U.S. federal income tax purposes then, in general, Cablevision would recognize taxable gain in an amount equal to the excess of the fair market value of the common stock of our Company over Cablevision’s tax basis therein, i.e., as if it had sold the common stock of our Company in a taxable sale for its fair market value. In addition, the receipt by Cablevision’s stockholders of common stock of our Company would be a taxable distribution, and each U.S. holder that participated in the Distribution would recognize a taxable distribution as if the U.S. holder had received a distribution equal to the fair market value of our common stock that was distributed to him or her, which generally would be treated first as a taxable dividend to the extent of Cablevision’s earnings and profits, then as a non-taxable return of capital to the extent of each U.S. holder’s tax basis in his or her Cablevision common stock, and thereafter as capital gain with respect to any remaining value.
 
Even if the Distribution otherwise qualifies for tax-free treatment under the Code, the Distribution may be disqualified as tax-free to Cablevision and would result in a significant U.S. federal income tax liability to Cablevision (but not to holders of Cablevision common stock) under Section 355(e) of the Code if the Distribution were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, stock representing a 50% or greater interest by vote or value, in Cablevision or us. For this purpose, any acquisitions of Cablevision’s stock or our stock within the period beginning two years before the Distribution and ending two years after the Distribution are presumed to be part of such a plan, although Cablevision or we may be able to rebut that presumption. The process for determining whether a prohibited acquisition has occurred under the rules described in this paragraph is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case. Cablevision or we might inadvertently cause or permit a prohibited change in the ownership of Cablevision or us to occur, thereby triggering tax to Cablevision, which could have a material adverse effect. If such an acquisition of our stock or Cablevision’s stock triggers the application of Section 355(e), Cablevision would recognize taxable gain equal to the excess of the fair market value of the common stock of our Company held by it immediately before the Distribution over Cablevision’s tax basis therein, but the Distribution would remain tax-free to each Cablevision stockholder. In certain circumstances, under the Tax Disaffiliation Agreement between Cablevision and us, it is expected that we would be required to indemnify Cablevision against that taxable gain if it were triggered by an acquisition of our stock. See “Certain Relationships and Related Party Transactions — Relationship Between Cablevision and Us After the Distribution — Tax Disaffiliation Agreement” for a more detailed discussion of the Tax Disaffiliation Agreement between Cablevision and us.
 
Payments of cash in lieu of a fractional share of any common stock of our Company made in connection with the Distribution may, under certain circumstances, be subject to backup withholding, unless a holder provides proof of an applicable exception or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules are not additional tax and may be refunded or credited against the holder’s U.S. federal income tax liability, provided that the holder furnishes the required information to the IRS.


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U.S. Treasury regulations require certain Cablevision stockholders with significant ownership in Cablevision that receive shares of our stock in the Distribution to attach to their U.S. federal income tax return for the year in which such stock is received a detailed statement setting forth such data as may be appropriate to show that the Distribution is tax-free under the Code. Within a reasonable period of time after the Distribution, Cablevision will provide its stockholders who receive our common stock pursuant to the Distribution with the information necessary to comply with such requirement.
 
Cablevision and the Company have determined that the Company will not be deemed to be a United States real property holding corporation as of the Distribution date, as defined in section 897(c)(2) of the Code.
 
EACH CABLEVISION STOCKHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR ABOUT THE PARTICULAR CONSEQUENCES OF THE DISTRIBUTION TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION OF STATE, LOCAL AND FOREIGN TAX LAWS, AND POSSIBLE CHANGES IN TAX LAW THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.
 
Listing and Trading of Our Common Stock
 
There is not currently a public market for our common stock. Our Class A Common Stock will be listed on NASDAQ under the symbol “AMCX.” It is anticipated that trading will commence on a when-issued basis prior to the Distribution. On the first trading day following the Distribution date, when-issued trading in our Class A Common Stock will end and regular-way trading will begin. “When-issued trading” refers to trading which occurs before a security is actually issued. These transactions are conditional, with settlement to occur if and when the security is actually issued and NASDAQ determines transactions are to be settled. “Regular-way trading” refers to normal trading transactions, which are settled by delivery of the securities against payment on the third business day after the transaction.
 
We cannot assure you as to the price at which our Class A Common Stock will trade before, on or after the Distribution date. Until our Class A Common Stock is fully distributed and an orderly market develops in our Class A Common Stock, the price at which such stock trades may fluctuate significantly. In addition, the combined trading prices of our Class A Common Stock and Cablevision NY Group Class A Common Stock held by stockholders after the Distribution may be less than, equal to or greater than the trading price of the Cablevision NY Group Class A Common Stock prior to the Distribution. Our Class B Common Stock will not be listed on a securities exchange or publicly traded.
 
The shares of our common stock distributed to Cablevision stockholders will be freely transferable, except for shares received by people who may have a special relationship or affiliation with us or shares subject to contractual restrictions. People who may be considered our affiliates after the Distribution generally include individuals or entities that control, are controlled by, or are under common control with us. This may include certain of our officers, directors and significant stockholders. Persons who are our affiliates will be permitted to sell their shares only pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from the registration requirements of the Securities Act, or in compliance with Rule 144 under the Securities Act. As described under “Shares Eligible for Future Sale — Registration Rights Agreements,” certain persons will have registration rights with respect to our stock.
 
Reason for Furnishing this Information Statement
 
This Information Statement is being furnished by Cablevision solely to provide information to stockholders of Cablevision who will receive shares of our common stock in the Distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of our securities. We will not update the information in this Information Statement except in the normal course of our respective public disclosure obligations and practices.


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RISK FACTORS
 
You should carefully consider the following risk factors and all the other information contained in this Information Statement in evaluating us and our common stock.
 
Risks Relating to Our Business
 
Our business depends on the appeal of our programming to our distributors and our viewers, which may be unpredictable and volatile.
 
Our business depends in part upon viewer preferences and audience acceptance of the programming on our networks. These factors are often unpredictable and volatile, and subject to influences that are beyond our control, such as the quality and appeal of competing programming, general economic conditions and the availability of other entertainment activities. We may not be able to anticipate and react effectively to shifts in tastes and interests in our markets. A change in viewer preferences could cause our programming to decline in popularity, which could cause a reduction in advertising revenues and jeopardize renewal of our contracts with distributors. In addition, our competitors may have more flexible programming arrangements, as well as greater amounts of available content, distribution and capital resources, and may be able to react more quickly than we can to shifts in tastes and interests.
 
To an increasing extent, the success of our business depends on original programming, and our ability to predict accurately how audiences will respond to our original programming is particularly important. Because original programming often involves a greater degree of commitment on our part, as compared to acquired programming that we license from third parties, and because our network branding strategies depend significantly on a relatively small number of original programs, a failure to anticipate viewer preferences for such programs could be especially detrimental to our business.
 
In addition, feature films constitute a significant portion of the programming on our AMC, IFC and Sundance Channel programming networks. In general, the popularity of feature-film content on linear television is declining, due in part to the broad availability of such content through an increasing number of distribution platforms. Should the popularity of feature-film programming suffer significant further declines, we may lose viewership or be forced to rely more heavily on original programming, which could increase our costs.
 
If our programming does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of our programming, our ratings may suffer, which will negatively affect advertising revenues, and we may have a diminished bargaining position when dealing with distributors, which could reduce our affiliation fee revenues. We cannot assure you that we will be able to maintain the success of any of our current programming, or generate sufficient demand and market acceptance for our new programming.
 
If economic instability persists in the United States or in other parts of the world, our results of operations could be adversely affected.
 
Our business is significantly affected by prevailing economic conditions. We derive substantial revenues from advertising spending by U.S. businesses, and these expenditures are sensitive to general economic conditions and consumer buying patterns. Financial instability or a general decline in economic conditions in the United States could adversely affect advertising rates and volume, resulting in a decrease in our advertising revenues.
 
Decreases in U.S. consumer discretionary spending may affect cable television and other video service subscriptions, in particular with respect to digital service tiers on which certain of our programming networks are carried. This could lead to a decrease in the number of subscribers receiving our programming from multichannel video distributors, which could have a negative impact on our viewing subscribers and affiliation fee revenues. Similarly, a decrease in viewing subscribers would also have a negative impact on the number of viewers actually watching the programs on our programming networks, which could also impact the rates we are able to charge advertisers.


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Furthermore, world-wide financial instability may affect our ability to penetrate new markets. Because our networks are highly distributed in the United States, our ability to expand the scope of our operations internationally is important to the continued growth of our business. Our inability to negotiate favorable affiliation agreements with foreign distributors or to secure advertisers for those markets could negatively affect our results of operations.
 
Because a limited number of distributors account for a large portion of our business, the loss of any significant distributor would adversely affect our revenues.
 
Our programming networks depend upon agreements with a limited number of cable television system operators and other multichannel video distributors. In 2010, Comcast and DirecTV each accounted for at least 10% of our net revenues. The loss of any significant distributor could have a material adverse effect on our revenues.
 
In addition, we have in some instances made upfront payments to distributors in exchange for additional subscribers or have agreed to waive or accept lower affiliation fees if certain numbers of additional subscribers are provided. We also may help fund our distributors’ efforts to market our programming networks or we may permit distributors to offer promotional periods without payment of subscriber fees. As we continue our efforts to add viewing subscribers, our net revenues may be negatively affected by these deferred carriage fee arrangements, discounted subscriber fees or other payments.
 
If we are unable to renew our programming networks’ affiliation agreements, some of which expire in 2011 and 2012, our revenues will be negatively affected.
 
Our programming networks have affiliation agreements that will expire in 2011 and 2012. As of December 31, 2010, these affiliation agreements covered approximately 11%, 26%, 19% and 33%, respectively, of the subscribers of AMC, WE tv, IFC and Sundance Channel. Failure to renew these affiliation agreements, or other agreements expiring after this time, could have a material adverse effect on our business. A reduced distribution of our programming networks would adversely affect our affiliation fee revenue, and impact our ability to sell advertising or the rates we charge for such advertising. Even if affiliation agreements are renewed, we cannot assure you that the renewal rates will equal or exceed the rates that we currently charge these distributors.
 
Furthermore, the largest multichannel video distributors have significant leverage in their relationship with programming networks. The two largest cable distributors provide service to approximately 35 percent of U.S. households receiving cable or DBS service, while the two largest DBS distributors provide service to an additional 33 percent of such households. Further consolidation among multichannel video distributors could increase this leverage.
 
In some cases, if a distributor is acquired, the affiliation agreement of the acquiring distributor will govern following the acquisition. In those circumstances, the acquisition of a distributor that is party to one or more affiliation agreements with our programming networks on terms that are more favorable to us could adversely impact our financial condition and results of operations.
 
We are subject to intense competition, which may have a negative effect on our profitability or on our ability to expand our business.
 
The cable programming industry is highly competitive. Our programming networks compete with other programming networks and other types of video programming services for marketing and distribution by cable and other multichannel video distribution systems. In distributing a programming network, we face competition with other providers of programming networks for the right to be carried by a particular cable or other multichannel video distribution system and for the right to be carried by such system on a particular “tier” of service.
 
Certain programming networks affiliated with broadcast networks like NBC, ABC, CBS or Fox may have a competitive advantage over our programming networks in obtaining distribution through the “bundling” of


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carriage agreements for such programming networks with a distributor’s right to carry the affiliated broadcasting network. In addition, our ability to compete with certain programming networks for distribution may be hampered because the cable television or other multichannel video distributors through which we seek distribution may be affiliated with these programming networks. Because such distributors may have a substantial number of subscribers, the ability of such programming networks to obtain distribution on the systems of affiliated distributors may lead to increased affiliation and advertising revenue for such programming networks because of their increased penetration compared to our programming networks. Even if the affiliated distributors carry our programming networks, they may place their affiliated programming network on a more desirable tier, thereby giving their affiliated programming network a competitive advantage over our own. In addition, following the Distribution, we will no longer be owned by Cablevision, which could impact the competitive landscape in which we operate because some of our distributors have other commercial relationships with Cablevision. Because of these other relationships, the Company has from time to time in the past achieved greater distribution or more favorable terms than it might have achieved as a standalone company. Following the Distribution, our ability to pursue cross-company initiatives that might provide such benefits will be limited, since as separate public companies, we and Cablevision will each need to assess any such initiatives from our own business perspective.
 
In addition to competition for distribution, we also face intense competition for viewing audiences with other cable and broadcast programming networks, home video products and Internet-based video content providers, some of which are part of large diversified entertainment or media companies that have substantially greater resources than us. To the extent that our viewing audiences are eroded by competition with these other sources of programming content, our ratings would decline, negatively affecting advertising revenues, and we may face difficulty renewing affiliation agreements with distributors on acceptable terms, which could cause affiliation fee revenues to decline. In addition, competition for advertisers with these content providers, as well as with other forms of media (including print media, Internet websites and radio), could affect the amount we are able to charge for advertising time on our programming networks, and therefore our advertising revenues.
 
An important part of our strategy involves exploiting identified markets of the cable television viewing audience that are generally well defined and limited in size. Our programming networks have faced and will continue to face increasing competition obtaining distribution and attracting advertisers as other programming networks seek to serve the same or similar markets.
 
Our programming networks’ success depends upon the availability of programming that is adequate in quantity and quality, and we may be unable to secure or maintain such programming.
 
Our programming networks’ success depends upon the availability of quality programming, particularly original programming and films, that is suitable for our target markets. While we produce some of our original programming, we obtain most of the programming on our networks (including original programming, films and other acquired programming) through agreements with third parties that have produced or control the rights to such programming. These agreements expire at varying times and may be terminated by the other party if we are not in compliance with their terms.
 
We compete with other programming networks to secure desired programming. Competition for programming has increased as the number of programming networks has increased. Other programming networks that are affiliated with programming sources such as movie or television studios or film libraries may have a competitive advantage over us in this area. In addition to other cable programming networks, we also compete for programming with national broadcast television networks, local broadcast television stations, video-on-demand services and Internet-based content delivery services, such as Netflix, iTunes and Hulu. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.
 
We cannot assure you that we will ultimately be successful in negotiating renewals of our programming rights agreements or in negotiating adequate substitute agreements in the event that these agreements expire or are terminated.


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Our programming networks have entered into long-term programming acquisition contracts that require substantial payments over long periods of time, even if we do not use such programming to generate revenues.
 
Our programming networks have entered into numerous contracts relating to the acquisition of programming, including rights agreements with film companies. These contracts typically require substantial payments over extended periods of time. We must make the required payments under these contracts even if we do not use the programming.
 
Increased programming costs may adversely affect our profits.
 
We incur costs for the creative talent, including actors, writers and producers, who create our original programming. Some of our original programming has achieved significant popularity and critical acclaim, which could increase the costs of such programming in the future. An increase in the costs of programming may lead to decreased profitability or otherwise adversely affect our business.
 
We may not be able to adapt to new content distribution platforms and to changes in consumer behavior resulting from these new technologies, which may adversely affect our business.
 
We must successfully adapt to technological advances in our industry, including the emergence of alternative distribution platforms. Our ability to exploit new distribution platforms and viewing technologies will affect our ability to maintain or grow our business. Additionally, we must adapt to changing consumer behavior driven by advances such as digital video recorders (or “DVRs”), video-on-demand, Internet-based content delivery and mobile devices. Such changes may impact the revenues we are able to generate from our traditional distribution methods, either by decreasing the viewership of our programming networks on cable and other multichannel video distribution systems or by making advertising on our programming networks less valuable to advertisers. If we fail to adapt our distribution methods and content to emerging technologies, our appeal to our targeted audiences might decline and there could be a negative effect on our business.
 
Our business is limited by regulatory constraints, both domestic and foreign, which may adversely impact our operations.
 
Although our business generally is not directly regulated by the Federal Communications Commission (the “FCC”), under the Communications Act of 1934, there are certain FCC regulations that govern our business either directly or indirectly. See “Business — Regulation.” Furthermore, to the extent that regulations and laws, either presently in force or proposed, hinder or stimulate the growth of the cable television and satellite industries, our business will be affected.
 
The U.S. Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect our operations.
 
The regulation of cable television services and satellite carriers is subject to the political process and has been in constant flux over the past two decades. Further material changes in the law and regulatory requirements must be anticipated. We cannot assure you that our business will not be adversely affected by future legislation, new regulation or deregulation.
 
An important aspect of our growth strategy involves the expansion of our programming networks and brands into markets outside the United States. The distribution of our programming networks in foreign markets is subject to laws and regulations specific to those countries. Changes in laws and regulations of foreign jurisdictions could adversely affect our business and ability to access new foreign markets.
 
If our technology facility fails or its operations are disrupted, our performance could be hindered.
 
Our programming is transmitted by our subsidiary, AMC Networks Broadcasting & Technology. AMC Networks Broadcasting & Technology uses its technology facility for a variety of purposes, including signal processing, program editing, promotions, creation of programming segments to fill short gaps between


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featured programs, quality control, and live and recorded playback. Like other facilities, this facility is subject to interruption from fire, lightning, adverse weather conditions and other natural causes. Equipment failure, employee misconduct or outside interference could also disrupt the facility’s services. Although we have an arrangement with a third party to re-broadcast the previous 48 hours of our networks’ programming in the event of a disruption, we currently do not have a backup operations facility for our programming.
 
In addition, we rely on third-party satellites in order to transmit our programming signals to our distributors. As with all satellites, there is a risk that the satellites we use will be damaged as a result of natural or man-made causes, or will otherwise fail to operate properly. Although we maintain in-orbit protection providing us with back-up satellite transmission facilities should our primary satellites fail, there can be no assurance that such back-up transmission facilities will be effective or will not themselves fail.
 
Any significant interruption at AMC Networks Broadcasting & Technology’s facility affecting the distribution of our programming, or any failure in satellite transmission of our programming signals, could have an adverse effect on our operating results and financial condition.
 
The loss of any of our key personnel and artistic talent could adversely affect our business.
 
We believe that our future success will depend to a significant extent upon the performance of our senior executives. We do not maintain “key man” insurance. In addition, we depend on the availability of a number of writers, directors, producers and others, who are employees of third-party production companies that create our original programming. The loss of any significant personnel or talent could have an adverse effect on our business.
 
Risks Related to the Distribution and the Financing Transactions
 
Our substantial debt and high leverage could adversely affect our business.
 
Following the Distribution, we will have a significant amount of debt. On the pro forma basis described under “Unaudited Pro Forma Consolidated Financial Information,” assuming we had completed the Distribution and the financing transactions described in this Information Statement (including incurrence of the New AMC Networks Debt) as of March 31, 2011, we would have had $2,425 million of total debt, $1,725 million of which would have been senior secured debt under our new senior secured credit facilities and $700 million of which would have been senior unsecured debt.
 
Our substantial amount of debt could have important consequences. For example, it could:
 
  •  increase our vulnerability to general adverse economic and industry conditions;
 
  •  require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future programming investments, capital expenditures, working capital, business activities and other general corporate requirements;
 
  •  limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
 
  •  place us at a competitive disadvantage compared with our competitors; and
 
  •  limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity.
 
In addition, as described under “Description of Financing Transactions and Certain Indebtedness,” we will incur, in connection with the Distribution, a significant amount of debt for which we will not receive any cash proceeds, but which will instead be issued to Cablevision in partial consideration for the transfer to us of the cable programming networks and related businesses described in this Information Statement and currently owned by Cablevision’s RMH subsidiary. As a result, we will significantly increase the amount of leverage in our business. This will increase the riskiness of our business and of an investment in our common stock. Furthermore, in the long-term, we do not expect to generate sufficient cash from operations to repay at maturity the debt that will be incurred as part of the Distribution. As a result, we will be dependent upon our


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ability to access the capital and credit markets. Failure to raise significant amounts of funding to repay these obligations at maturity could adversely affect our business. If we are unable to raise such amounts, we would need to take other actions including selling assets, seeking strategic investments from third parties or reducing other discretionary uses of cash.
 
A substantial portion of our debt will bear interest at variable rates. If market interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect our cash flow. While we may enter into hedging agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection from this risk.
 
Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our stock following the Distribution.
 
Prior to the Distribution, there will have been no trading market for our common stock. We cannot predict the extent to which investors’ interest will lead to a liquid trading market or whether the market price of our common stock will be volatile. The market price of our common stock could fluctuate significantly for many reasons, including in response to the risk factors listed in this Information Statement or for reasons unrelated to our specific performance, such as reports by industry analysts, investor perceptions, or negative developments for our customers, competitors or suppliers, as well as general economic and industry conditions.
 
The combined post-Distribution value of Cablevision and AMC Networks shares may not equal or exceed the pre-Distribution value of Cablevision shares.
 
After the Distribution, Cablevision NY Group Class A Shares will continue to be listed and traded on the New York Stock Exchange. AMC Networks Inc. Class A Common Stock will be listed on NASDAQ under the symbol “AMCX.” We cannot assure you that the combined trading prices of Cablevision NY Group Class A Shares and AMC Networks Inc. Class A Common Stock after the Distribution, as adjusted for any changes in the combined capitalization of these companies, will be equal to or greater than the trading price of Cablevision NY Group Class A Shares prior to the Distribution. Until the market has fully evaluated the business of Cablevision without the business of AMC Networks, the price at which Cablevision NY Group Class A Shares trade may fluctuate significantly. Similarly, until the market has fully evaluated the business of AMC Networks, the price at which shares of AMC Networks Inc. Class A Common Stock trade may fluctuate significantly.
 
The agreements governing our debt, including our new senior secured credit facilities and the indenture governing our senior unsecured notes, contain various covenants that impose restrictions on us that may affect our ability to operate our business.
 
The agreement governing our new senior secured credit facilities and the indenture governing our senior unsecured notes will contain covenants that, among other things, limit our ability to:
 
  •  borrow money or guarantee debt;
 
  •  create liens;
 
  •  pay dividends on or redeem or repurchase stock;
 
  •  make specified types of investments;
 
  •  enter into transactions with affiliates; and
 
  •  sell assets or merge with other companies.
 
Our new senior secured credit facility will also require us to comply with specified financial ratios and tests, including, but not limited to, leverage ratios limiting the amount of our total debt and our senior debt to multiples of our annualized cash flow, an interest coverage ratio requiring that our trailing six-month cash


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flow exceed a multiple of our interest expense, and a debt service coverage ratio requiring that our annualized cash flow exceed a multiple of our debt service requirements.
 
See “Description of Financing Transactions and Certain Indebtedness — Senior Secured Credit Facilities” and “— Senior Notes” for details of these financial ratios and tests.
 
Various risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and maintain these financial tests and ratios. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity for the debt under these agreements and to foreclose upon any collateral securing the debt. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our obligations under the notes. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.
 
The Distribution could result in significant tax liability.
 
Cablevision has received a private letter ruling from the IRS to the effect that, among other things, the Distribution, and certain related transactions, including (i) the contribution by CSC Holdings of certain assets to the Company, (ii) the receipt by CSC Holdings of Company common stock, a portion of the New AMC Networks Debt, and the potential assumption of certain liabilities by the Company and (iii) the expected exchange transaction with the Exchange Entities whereby CSC Holdings will transfer such portion of the New AMC Networks Debt to the Exchange Entities in return for the transfer to CSC Holdings of $1,250,000,000 of outstanding Cablevision or CSC Holdings debt, will qualify for tax-free treatment under the Code to Cablevision, the Company, and holders of Cablevision common stock. In addition, Cablevision expects to obtain an opinion from Sullivan & Cromwell LLP substantially to the effect that, among other things, the Distribution and certain related transactions will qualify for tax-free treatment under the Code to Cablevision, the Company, and holders of Cablevision common stock, and that accordingly, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, a holder of Cablevision common stock upon the receipt of shares of our common stock pursuant to the Distribution, except to the extent such holder receives cash in lieu of fractional shares of our common stock.
 
Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request are untrue or incomplete in any material respect, we will not be able to rely on the ruling. Furthermore, the IRS will not rule on whether a distribution satisfies certain requirements necessary to obtain tax-free treatment under the Code. Rather, the ruling is based upon representations by Cablevision that these conditions have been satisfied, and any inaccuracy in such representations could invalidate the ruling. The opinion discussed above addresses all of the requirements necessary for the Distribution and certain related transactions to obtain tax-free treatment under the Code and is based on, among other things, certain assumptions and representations made by Cablevision and us, which if incorrect or inaccurate in any material respect would jeopardize the conclusions reached by counsel in such opinion. The opinion will not be binding on the IRS or the courts. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution.”
 
If the Distribution does not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, Cablevision would be subject to tax as if it had sold the common stock of our Company in a taxable sale for its fair market value. Cablevision’s stockholders would be subject to tax as if they had received a distribution equal to the fair market value of our common stock that was distributed to them, which generally would be treated first as a taxable dividend to the extent of Cablevision’s earnings and profits, then as a non-taxable return of capital to the extent of each stockholder’s tax basis in his or her Cablevision stock, and thereafter as capital gain with respect to the remaining value. It is expected that the amount of any such taxes to Cablevision’s stockholders and Cablevision would be substantial. See “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution.”


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We may have a significant indemnity obligation to Cablevision if the Distribution is treated as a taxable transaction.
 
We have entered into a Tax Disaffiliation Agreement with Cablevision, which sets out each party’s rights and obligations with respect to deficiencies and refunds, if any, of federal, state, local or foreign taxes for periods before and after the Distribution and related matters such as the filing of tax returns and the conduct of IRS and other audits. Pursuant to the Tax Disaffiliation Agreement, we will be required to indemnify Cablevision for losses and taxes of Cablevision resulting from the breach of certain covenants and for certain taxable gain recognized by Cablevision, including as a result of certain acquisitions of our stock or assets. If we are required to indemnify Cablevision under the circumstances set forth in the Tax Disaffiliation Agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position.
 
The tax rules applicable to the Distribution may restrict us from engaging in certain corporate transactions or from raising equity capital beyond certain thresholds for a period of time after the Distribution.
 
To preserve the tax-free treatment of the Distribution to Cablevision and its stockholders, under the Tax Disaffiliation Agreement with Cablevision, for the two-year period following the Distribution, we will be subject to restrictions with respect to:
 
  •  entering into any transaction pursuant to which 50% or more of our equity securities or assets would be acquired, whether by merger or otherwise, unless certain tests are met;
 
  •  issuing equity securities, if any such issuances would, in the aggregate, constitute 50% or more of the voting power or value of our capital stock;
 
  •  certain repurchases of our common shares;
 
  •  ceasing to actively conduct our business;
 
  •  amendments to our organizational documents (i) affecting the relative voting rights of our stock or (ii) converting one class of our stock to another;
 
  •  liquidating or partially liquidating; and
 
  •  taking any other action that prevents the Distribution and related transactions from being tax-free.
 
Furthermore, the Tax Disaffiliation Agreement limits our ability to pre-pay, pay down, redeem, retire, or otherwise acquire a portion of the New AMC Networks Debt. These restrictions may limit our ability during such period to pursue strategic transactions of a certain magnitude that involve the issuance or acquisition of our stock or engage in new businesses or other transactions that might increase the value of our business. These restrictions may also limit our ability to raise significant amounts of cash through the issuance of stock, especially if our stock price were to suffer substantial declines, or through the sale of certain of our assets. For more information, see the sections entitled “The Distribution — Material U.S. Federal Income Tax Consequences of the Distribution” and “Certain Relationships and Related Party Transactions — Relationship Between Cablevision and Us After the Distribution — Tax Disaffiliation Agreement.”
 
Our historical financial results as a business segment of Cablevision and our unaudited pro forma consolidated financial statements may not be representative of our results as a separate, stand-alone company.
 
The historical financial information we have included in this Information Statement has been derived from the consolidated financial statements and accounting records of Cablevision and does not necessarily reflect what our financial position, results of operations or cash flows would have been had we operated as a separate, stand-alone company during the periods presented. Although Cablevision accounted for our Company as a business segment, we were not operated as a separate, stand-alone company for the historical periods presented. The historical costs and expenses reflected in our consolidated financial statements include an


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allocation for certain corporate functions historically provided by Cablevision, including general corporate expenses and employee benefits and incentives. These allocations were based on what we and Cablevision considered to be reasonable reflections of the historical utilization levels of these services required in support of our business. Our historical costs have also included a management fee paid to Cablevision based upon certain of our revenues. The historical information does not necessarily indicate what our results of operations, financial position, cash flows or costs and expenses will be in the future. Our pro forma financial information set forth under “Unaudited Pro Forma Consolidated Financial Information” reflects changes that may occur in our funding and operations as a result of the separation. However, there can be no assurances that this unaudited pro forma consolidated financial information will reflect our costs as a separate, stand-alone company.
 
Our ability to operate our business effectively may suffer if we do not, quickly and effectively, establish our own financial, administrative and other support functions in order to operate as a separate, stand-alone company, and we cannot assure you that the transition services Cablevision has agreed to provide us will be sufficient for our needs.
 
Historically, we have relied on financial, administrative and other resources of Cablevision to support the operation of our business. In conjunction with our separation from Cablevision, we will need to expand our financial, administrative and other support systems or contract with third parties to replace certain of Cablevision’s systems. We will also need to maintain our own credit and banking relationships and perform our own financial and operational functions. We cannot assure you that we will be able to successfully put in place the financial, operational and managerial resources necessary to operate as a public company or that we will be able to be profitable doing so. Any failure or significant downtime in our own financial or administrative systems or in Cablevision’s financial or administrative systems during the transition period could impact our results or prevent us from performing other administrative services and financial reporting on a timely basis and could materially harm our business, financial condition and results of operations.
 
We may incur material costs and expenses as a result of our separation from Cablevision, which could adversely affect our profitability.
 
We may incur costs and expenses (excluding the management fees paid to Cablevision) greater than those we currently incur as a result of our separation from Cablevision. These increased costs and expenses may arise from various factors, including financial reporting, costs associated with complying with federal securities laws (including compliance with the Sarbanes-Oxley Act of 2002), tax administration, and legal and human resources related functions. Although Cablevision will continue to provide certain of these services to us under a transition services agreement, such services are for a limited period of time. We cannot assure you that these costs will not be material to our business.
 
If, following the Distribution, we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned and our stock price may suffer.
 
Section 404 of the Sarbanes-Oxley Act of 2002 requires any company subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries’ internal control over financial reporting. To comply with this statute, we will eventually be required to document and test our internal control procedures, our management will be required to assess and issue a report concerning our internal control over financial reporting, and our independent auditors will be required to issue an opinion on their audit of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act of 2002. If our management cannot favorably assess the effectiveness of our internal control over financial


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reporting or our auditors identify material weaknesses in our internal controls, investor confidence in our financial results may weaken, and our stock price may suffer.
 
We are controlled by the Dolan family, which may create certain conflicts of interest and which means certain stockholder decisions can be taken without the consent of the majority of the holders of our Class A Common Stock.
 
We have two classes of common stock:
 
  •  Class B Common Stock, which is generally entitled to ten votes per share and is entitled collectively to elect 75% of our Board of Directors, and
 
  •  Class A Common Stock, which is entitled to one vote per share and is entitled collectively to elect the remaining 25% of our Board of Directors.
 
As of the Distribution date, the Dolan family, including trusts for the benefit of members of the Dolan family, will collectively own all of our Class B Common Stock, less than 4% of our outstanding Class A Common Stock and approximately 71% of the total voting power of all our outstanding common stock. Of this amount, Cablevision’s Chairman, Charles F. Dolan, our Executive Chairman, and his spouse will control approximately 38% of our outstanding Class B Common Stock, less than 1% of our outstanding Class A Common Stock and approximately 27% of the total voting power of all our outstanding common stock. The members of the Dolan family holding Class B Common Stock will execute prior to the Distribution a stockholders agreement pursuant to which, among other things, the voting power of the holders of our Class B Common Stock will be cast as a block with respect to all matters to be voted on by holders of Class B Common Stock. The Dolan family is able to prevent a change in control of our Company and no person interested in acquiring us will be able to do so without obtaining the consent of the Dolan family.
 
Charles F. Dolan, members of his family and certain related family entities, by virtue of their stock ownership, have the power to elect all of our directors subject to election by holders of Class B Common Stock and are able collectively to control stockholder decisions on matters on which holders of all classes of our common stock vote together as a single class. These matters could include the amendment of some provisions of our certificate of incorporation and the approval of fundamental corporate transactions.
 
In addition, the affirmative vote or consent of the holders of at least 662/3% of the outstanding shares of the Class B Common Stock, voting separately as a class, is required to approve:
 
  •  the authorization or issuance of any additional shares of Class B Common Stock, and
 
  •  any amendment, alteration or repeal of any of the provisions of our certificate of incorporation that adversely affects the powers, preferences or rights of the Class B Common Stock.
 
As a result, Charles F. Dolan, members of his family and certain related family entities also collectively have the power to prevent such issuance or amendment.
 
We have adopted a written policy whereby an independent committee of our Board of Directors will review and approve or take such other action as it may deem appropriate with respect to certain transactions involving the Company and its subsidiaries, on the one hand, and certain related parties, including Charles F. Dolan and certain of his family members and related entities on the other hand. See “Certain Relationships and Related Party Transactions — Related Party Transaction Approval Policy.” This policy will not address all possible conflicts which may arise, and there can be no assurance that this policy will be effective in dealing with conflict scenarios.
 
The members of the Dolan family group have entered into an agreement with the Company in which they agree that during the 12-month period beginning on the Distribution date, the Dolan family group must obtain the prior approval of a majority of the Company’s independent directors prior to acquiring common stock of the Company through a tender offer that results in members of the Dolan family group owning more than 50% of the total number of outstanding shares of common stock of the Company. For purposes of this agreement, the term “independent directors” means the directors of the Company who have been determined by our Board of Directors to be independent directors for purposes of NASDAQ corporate governance standards.


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We will be a “controlled company” for NASDAQ purposes, which allows us not to comply with certain of the corporate governance rules of NASDAQ.
 
We have been informed that Charles F. Dolan, members of his family and certain related family entities have entered into a stockholders agreement relating, among other things, to the voting of their shares of our Class B Common Stock. As a result, following the Distribution, we will be a “controlled company” under the corporate governance rules of NASDAQ. As a controlled company, we will have the right to elect not to comply with the corporate governance rules of NASDAQ requiring: (i) a majority of independent directors on our Board of Directors, (ii) an independent compensation committee and (iii) an independent corporate governance and nominating committee. Our Board of Directors has elected for the Company to be treated as a “controlled company” under NASDAQ corporate governance rules and not to comply with the NASDAQ requirement for a majority independent board of directors and an independent corporate governance and nominating committee because of our status as a controlled company.
 
Future stock sales could adversely affect the trading price of our Class A Common Stock following the Distribution.
 
All of the shares of Class A Common Stock will be freely tradable without restriction or further registration under the Securities Act unless the shares are owned by our “affiliates” as that term is defined in the rules under the Securities Act. Shares held by “affiliates” may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 which is summarized under “Shares Eligible for Future Sale.” Further, we plan to file a registration statement to cover the shares issued under our equity-based benefit plans.
 
As described under “Shares Eligible for Future Sale — Registration Rights Agreements,” certain parties have registration rights covering a portion of our shares. We have entered into registration rights agreements with Charles F. Dolan, members of his family, certain Dolan family interests and the Dolan Family Foundations that provide them with “demand” and “piggyback” registration rights with respect to approximately 15.9 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock. Sales of a substantial number of shares of Class A Common Stock could adversely affect the market price of the Class A Common Stock and could impair our future ability to raise capital through an offering of our equity securities.
 
We share a senior executive and certain directors with Cablevision and The Madison Square Garden Company, which may give rise to conflicts.
 
Following the Distribution, our Executive Chairman, Charles F. Dolan, will also continue to serve as the Chairman of Cablevision. As a result, following the Distribution, a senior executive officer of the Company will not be devoting his full time and attention to the Company’s affairs. In addition, eight members of our Board of Directors are also directors of Cablevision and seven members of our Board are also directors of The Madison Square Garden Company (“MSG”), an affiliate of Cablevision. These directors may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, there will be the potential for a conflict of interest when we on one hand, and Cablevision or MSG on the other hand, consider acquisitions and other corporate opportunities that may be suitable for us and either or both of them. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between Cablevision or MSG and us. In addition, after the Distribution, certain of our directors and officers, including Charles F. Dolan, will continue to own Cablevision or MSG stock and options to purchase, and stock appreciation rights in respect of, Cablevision or MSG stock, as well as cash performance awards with any payout based on Cablevision’s or MSG’s performance, which they acquired or were granted prior to the Distribution. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for our Company, Cablevision or MSG. See “Certain Relationships and Related Party Transactions — Certain Relationships and Potential Conflicts of Interest” for a discussion of certain procedures we will institute to help ameliorate such potential conflicts that may arise.


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Our overlapping directors and executive officer with Cablevision and Madison Square Garden may result in the diversion of corporate opportunities to and other conflicts with Cablevision or Madison Square Garden and provisions in our amended and restated certificate of incorporation may provide us no remedy in that circumstance.
 
The Company’s amended and restated certificate of incorporation will acknowledge that directors and officers of the Company may also be serving as directors, officers, employees, consultants or agents of Cablevision and its subsidiaries or MSG and its subsidiaries and that the Company may engage in material business transactions with such entities. The Company will renounce its rights to certain business opportunities and the Company’s amended and restated certificate of incorporation will provide that no director or officer of the Company who is also serving as a director, officer, employee, consultant or agent of Cablevision and its subsidiaries or MSG and its subsidiaries will be liable to the Company or its stockholders for breach of any fiduciary duty that would otherwise exist by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our certificate of incorporation) to Cablevision or any of its subsidiaries or MSG or any of its subsidiaries instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company. These provisions in our amended and restated certificate of incorporation will also expressly validate certain contracts, agreements, assignments and transactions (and amendments, modifications or terminations thereof) between the Company and Cablevision or any of its subsidiaries or MSG or any of its subsidiaries and, to the fullest extent permitted by law, provide that the actions of the overlapping directors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective stockholders. See “Description of Capital Stock — Certain Corporate Opportunities and Conflicts.”


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BUSINESS
 
AMC Networks Inc. was incorporated on March 9, 2011 as an indirect, wholly-owned subsidiary of Cablevision Systems Corporation (“Cablevision”). Our principal executive offices are located at 11 Penn Plaza, New York, NY 10001, and our telephone number is (212) 324-8500.
 
Cablevision’s board of directors approved the Distribution on June 6, 2011 and the Company thereafter acquired 100% of the limited liability company interests in RMH, the subsidiary of Cablevision through which Cablevision has historically owned the businesses described in this Information Statement. Where we describe in this Information Statement our business activities, we do so as if the transfer of RMH to AMC Networks Inc. had already occurred. Unless the context otherwise requires, all references to “we,” “our,” “us,” “AMC Networks” or the “Company” refer to AMC Networks Inc., together with its direct and indirect subsidiaries. “AMC Networks Inc.” refers to AMC Networks Inc. individually as a separate entity.
 
Our Company
 
AMC Networks owns and operates several of cable television’s most recognized brands delivering high quality content to audiences and a valuable platform to distributors and advertisers. Since our founding in 1980, we have been a pioneer in the cable television programming industry, having created or developed some of the leading programming networks. We have, since our inception, focused on programming of film and original productions, including through our creation of Bravo and AMC in 1980 and 1984, respectively. Bravo, which we sold to NBC Universal in 2002, was the first network dedicated to film and the performing arts. We have continued this dedication to quality programming and storytelling through our creation of The Independent Film Channel (today known as IFC) in 1994 and WE tv (which we launched as Romance Classics in 1997), and our acquisition of Sundance Channel in 2008.
 
We manage our business through two reportable operating segments: (i) National Networks, which includes AMC, WE tv, IFC and Sundance Channel; and (ii) International and Other, which includes AMC/Sundance Channel Global, our international programming business; IFC Entertainment, our independent film distribution business; and AMC Networks Broadcasting & Technology, our network technical services business. Our National Networks are distributed throughout the United States via cable and other multichannel distribution platforms, including DBS and platforms operated by telecommunications providers. In addition to our extensive U.S. distribution, AMC, IFC and Sundance Channel are available in Canada and Sundance Channel and WE tv are available in other countries throughout Europe and Asia. We earn revenue principally from the affiliation fees paid by distributors to carry our programming networks and from advertising sales. In 2010, affiliation fees and advertising sales accounted for 57% and 37%, respectively, of our total net revenues.
 
Our Strengths
 
Our strengths include:
 
Strong Industry Presence and Portfolio of Brands.  We have operated in the cable programming industry for more than 30 years and over this time we have continually enhanced the value of our network portfolio. Our programming network brands are well known and well regarded by our key constituents — our viewers, distributors and advertisers — and have developed strong followings within their respective targeted demographics, increasing our value to distributors and advertisers. AMC (which targets adults aged 25 to 54), WE tv (which targets women aged 18 to 49), IFC (which targets men aged 18 to 49) and Sundance Channel (which targets adults aged 25 to 54) have established themselves as important within their respective markets. Our deep and established presence in the industry lends us a high degree of credibility with distributors and content producers, and helps provide us with stable affiliate and studio relationships, advantageous channel placements and heightened viewer engagement.
 
Broad Distribution and Penetration of our National Networks.  Our national networks are broadly distributed in the United States. AMC, WE tv, IFC and Sundance Channel are each carried by all major multichannel video distributors. Our national networks are available to a significant percentage of


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subscribers in these distributors’ systems. This broad distribution and penetration provides us with a strong national platform on which to maintain, promote and grow our business.
 
Compelling Programming.  We continually refine our mix of programming and, in addition to our popular film programming, have increasingly focused on highly visible, critically acclaimed original programming, including the award-winning Mad Men, Breaking Bad and other popular series and shows, such as The Walking Dead, Bridezillas, Portlandia, The Onion News Network and Brick City. Our focus on quality original programming, targeted towards the audiences we seek to reach, has allowed us to increase in recent years our programming networks’ ratings and their viewership within their respective targeted demographics.
 
Recurring Revenue from Affiliation Agreements.  Our affiliation agreements with multichannel video distributors generate a recurring source of revenue. We generally seek to structure these agreements so that they are long-term in nature and to stagger their expiration dates, thereby increasing the predictability and stability of our affiliation fee revenues.
 
Desirable Advertising Platform.  Our national networks have a strong connection with each of their respective targeted demographics, which makes our programming networks an attractive platform to advertisers. Although all of our programming networks were originally operated without advertising, we have been incrementally migrating our portfolio to an advertiser-supported model. We have experienced significant growth in our advertising revenues in recent years, which has allowed us to develop high-quality programming.
 
Attractive Financial Profile.  We have a portfolio that includes higher-margin programming networks and faster-growing programming networks, through which we seek to grow both revenue and operating income. Our revenues, net, operating income and AOCF increased at annual growth rates in 2010 versus the prior year of 10.7%, 17.7% and 10.2%, respectively. We achieved operating income margins and AOCF margins of 13.5%, 24.4% and 26.0%, and 32.0%, 37.4%, and 37.2%, respectively, in 2008, 2009 and 2010. For a reconciliation of AOCF, a non-GAAP financial measure, to operating income see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Statement of Operations Data.”
 
Our Strategy
 
Our strategy is to maintain and improve our position as a leading programming and entertainment company by owning and operating several of the most popular and award-winning brands in cable television that create engagement with audiences globally across multiple media platforms. The key focuses of our strategy are:
 
Continued Development of High-Quality Original Programming.  We intend to continue developing strong original programming across all of our programming networks to enhance our brands, strengthen our relationship with our viewers, distributors and advertisers, and increase distribution and audience ratings. We believe that our continued investment in original programming supports future growth in our two principal revenue streams — affiliation fee revenue from our distributors and advertising revenue. We also intend to expand the deployment of our original programming across multiple distribution platforms.
 
Increased Distribution of our Programming Networks.  Of our four national networks, only AMC is fully distributed in the United States. We intend to seek increased distribution of our other national networks to grow affiliate and advertising revenues. In addition, we have begun to expand the distribution of our programming networks around the globe. We first expanded beyond the U.S. market with the launch in Canada of IFC (in 2001) and AMC (in 2006), and we have recently also launched Sundance Channel in the Canadian market. We are building on this base by distributing an international version of Sundance Channel, which is currently distributed in four countries in Europe and two countries in Asia, with additional expansion planned in 2011 and future years. We have also launched an international version of WE tv in three countries in Asia, with further expansion planned in other Asian markets.
 
Continued Growth of Advertising Revenue.  We have a proven track record of significantly increasing revenue by introducing advertising on networks that were previously not advertiser supported. We first


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accomplished this in 2002, when we moved AMC and WE tv to an advertiser-supported model. Most recently, in December 2010, we moved IFC to such a model. We seek to continue to evolve the programming on each of our networks to achieve even stronger viewer engagement within their respective core targeted demographics, thereby increasing the value of our programming to advertisers and allowing us to obtain higher advertising rates. For example, we have begun to refine the programming mix on IFC to include alternative comedy programming, such as The Onion News Network and Portlandia, in order to increase IFC’s appeal to its targeted demographic of men aged 18 to 49. We are also continuing to seek additional advertising revenue at AMC and WE tv through higher Nielsen ratings in desirable demographics.
 
Increased Control of Content.  We believe that control (including long-term contract arrangements) and ownership of content is becoming increasingly important, and we intend to increase our control position over our programming content. We already control, own or have long-term license agreements covering significant portions of our content across our programming networks as well as in our independent film distribution business operated by IFC Entertainment. We intend to continue to focus on obtaining the broadest possible control rights (both as to territory and platforms) for our content.
 
Exploitation of Emerging Media Platforms.  The technological landscape surrounding the distribution of entertainment content is continuously evolving as new digital platforms emerge. We intend to distribute our content across as many of these new platforms as possible, when it makes business sense to do so, so that our viewers can access our content where, when and how they want it. To that end, our programming networks are allowing many of our distributors to offer our content to subscribers on computers and other digital devices, and on video-on-demand platforms, all of which permit subscribers to access programs at their convenience. We also have launched our own direct-to-consumer digital platform, SundanceNow, which makes our IFC Entertainment library of independent films available to consumers in the United States and around the globe, and have made some of our content available on third-party digital platforms like iTunes and Netflix. Our national networks each host dedicated websites that promote their brands, provide programming information and provide access to content. In addition, AMC has acquired the film-focused websites filmsite.org and filmcritic.com, which together with amctv.com deliver over 4 million unique visitors each month.
 
National Networks
 
We own four nationally distributed entertainment programming networks: AMC, WE tv, IFC and Sundance Channel (which we acquired in June 2008), each of which are available to our distributors in high-definition and standard-definition formats. Our programming networks principally generate their revenues from affiliation fees paid by multichannel video distributors and from the sale of advertising, although we also earn ancillary revenues from sources such as digital and international program sales. As of December 31, 2010, AMC, WE tv and IFC had 96.4 million, 76.8 million and 62.7 million Nielsen subscribers, respectively, and Sundance Channel had 39.9 million viewing subscribers (for a discussion of the difference between Nielsen subscribers and viewing subscribers, see “— Subscriber and Viewer Measurement”).
 
AMC
 
AMC is a television network focused on the highest quality storytelling — both originally produced and curated, and delivered in series and feature-film form. AMC’s programming includes Emmy and Golden Globe Award-winning or nominated original scripted dramatic television series such as Mad Men, Breaking Bad and The Walking Dead, occasional mini-series such as Broken Trail and The Prisoner, and unscripted series and packaged movie events such as Storymakers, DVDtv and AMC News. In addition, with a comprehensive library of popular films, AMC also offers movie-based entertainment.
 
We launched AMC in 1984, and over the past several years it has garnered many of the industry’s highest honors, including 23 Emmy Awards, 4 Golden Globe Awards, 2 Screen Actors Guild Awards, 2 Peabody Awards, and 4 consecutive American Film Institute (AFI) Awards for Top 10 Most Outstanding Television Programs of the Year. AMC is the only cable network in history to win the Emmy Award for Outstanding


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Drama Series three years in a row, as well as the Golden Globe Award for Best Television Series — Drama for three consecutive years.
 
AMC’s film library consists of films that are licensed from major studios such as Twentieth Century Fox, Warner Bros., Sony, MGM, NBC Universal, Paramount and Buena Vista under long-term contracts. AMC generally structures its contracts for the exclusive cable television right to air the films during identified windows.
 
AMC Subscribers and Affiliation Agreements.  As of December 31, 2010, AMC had affiliation agreements with all major multichannel video distributors and reached approximately 96 million Nielsen subscribers.
 
Historical Subscribers — AMC
 
                         
    2010     2009     2008  
    (In millions)  
 
Nielsen Subscribers (at year-end)
    96.4       95.2       94.5  
Growth from Prior Year-end
    1.3 %     0.7 %     0.6 %
 
Approximately 89% of AMC’s subscribers are under affiliation agreements that expire after December 31, 2012.
 
WE tv
 
WE tv offers compelling, entertaining stories and focuses on programming of particular interest to women, with an emphasis on life events such as weddings, having children and raising a family. The programming features original series and specials, as well as feature films. WE tv’s schedule includes original series such as Bridezillas, My Fair Wedding with David Tutera, Joan and Melissa: Joan Knows Best? and Downsized. Additionally, WE tv’s programming includes series such as Ghost Whisperer, Charmed and Golden Girls. WE tv has the exclusive license rights to certain films from studios such as Paramount, Sony and Warner Bros.
 
WE tv Subscribers and Affiliation Agreements.  As of December 31, 2010, WE tv had affiliation agreements with all major multichannel video distributors and reached approximately 77 million Nielsen subscribers.
 
Historical Subscribers — WE tv
 
                         
    2010     2009     2008  
    (In millions)  
 
Nielsen Subscribers (at year-end)
    76.8       74.9       72.0  
Growth from Prior Year-end
    2.5 %     4.0 %     5.9 %
 
Approximately 74% of WE tv’s subscribers are under affiliation agreements that expire after December 31, 2012.
 
IFC
 
IFC is a network dedicated to presenting an independent, alternative mindset through programming focused on independent film and original alternative comedy series. Since its launch in 1994, IFC has developed television programming that challenges the conventions of storytelling and provides a unique perspective to its audiences through its original series, notable independent film collection and cult television shows. Its library includes films from the most significant independent film distributors including Fox Searchlight, Miramax, Sony Classics, IFC Entertainment and Lionsgate. The network’s original content includes the David Cross comedy The Increasingly Poor Decisions of Todd Margaret, The Onion News Network and Portlandia. In addition, IFC provides viewers with access to must-see festivals and events around the country, including the annual South-by-Southwest film and music festival and, for the past decade, IFC has been the exclusive home of The Independent Spirit Awards, the largest award show for independent movies.


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IFC Subscribers and Affiliation Agreements.  As of December 31, 2010, IFC had affiliation agreements with all major multichannel video distributors and reached approximately 63 million Nielsen subscribers.
 
Historical Subscribers — IFC
 
                         
    2010     2009     2008  
    (In millions)  
 
Nielsen Subscribers (at year-end)
    62.7       60.4       58.7  
Growth from Prior Year-end
    3.8 %     2.9 %     7.6 %
 
Approximately 81% of IFC’s subscribers are under affiliation agreements that expire after December 31, 2012.
 
Sundance Channel
 
Sundance Channel is the television destination for independent-minded viewers. Benefitting from its relationship with the Sundance Institute and the renowned Sundance Film Festival, the network features independent films and original series showcasing innovative people and ideas in areas like invention, design, travel, enterprise and fashion. Launched in 1996 and acquired by us in 2008, Sundance Channel’s programming celebrates fresh talent and seeks to champion new ideas.
 
Sundance Channel’s original series engage viewers across a number of platforms, and include unscripted shows such as the Peabody Award-winning franchise Brick City, innovative multi-platform fashion programming under the Full Frontal Fashion label, the celebrity vehicle Shoebox Sessions and other new series that highlight what’s just about to hit in the world of product-design, pop-culture, style and food. Sundance Channel’s first scripted mini-series Carlos aired in fall 2010 to great critical acclaim, including winning the 2011 Golden Globe Award for Best Mini-Series or Motion Picture Made for Television.
 
Sundance Channel Subscribers and Affiliation Agreements.  As of December 31, 2010, Sundance Channel had affiliation agreements with all major multichannel video distributors and reached approximately 40 million viewing subscribers. Sundance Channel currently generates advertising revenue from sponsorship arrangements and promotional breaks, rather than traditional advertising spots.
 
Historical Subscribers — Sundance Channel
 
                         
    2010     2009     2008  
    (In millions)  
 
Viewing Subscribers* (at year-end)
    39.9       37.9       30.8  
Growth from Prior Year-end
    5.3 %     23.1 %     9.8 %
 
 
* Subscriber counts are based on internal management reports and represent viewing subscribers. For a discussion of the differences between Nielsen subscribers and viewing subscribers, see “— Subscriber and Viewer Measurement.”
 
Approximately 67% of Sundance Channel’s subscribers are under affiliation agreements that expire after December 31, 2012.
 
International and Other
 
In addition to our National Networks, we also operate AMC/Sundance Channel Global, which is our international programming business; IFC Entertainment, our independent film distribution business; and AMC Networks Broadcasting & Technology, our network technical services business. Our International and Other segment also includes VOOM HD, an international programming service that we are in the process of winding-down.


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AMC/Sundance Channel Global
 
AMC/Sundance Channel Global’s business principally consists of four distinct channels in six languages spread across eight countries, focusing primarily on AMC in Canada and global versions of the Sundance and WE tv brands. Principally generating revenues from affiliation fees, AMC/Sundance Channel Global reached approximately 8 million viewing subscribers in Canada, Europe and Asia as of December 31, 2010, and has broad availability to distributors in Europe and in Asia through satellite delivery that can facilitate future expansion.
 
Sundance Channel — International
 
An internationally-recognized brand, Sundance Channel’s global services provide not only the best of the independent film world but also feature certain content from AMC, IFC, Sundance, and IFC Films, as well as a unique pipeline of international content, in an effort to provide distinctive programming to an upscale audience.
 
The ability of Sundance Channel to offer content in standard definition and high definition across multiple platforms provides value to distributors and opportunity for expansion into additional international markets. The international version of Sundance Channel is available in France, Belgium, the Netherlands, Poland, South Korea and Singapore; and provides programming in French, Dutch, Polish, Korean, and Mandarin. The network is distributed via satellite in Asia, and has a substantial satellite footprint (which extends from the Philippines to the Middle East, and from Russia to Australia).
 
Canada
 
We provide programming to the Canadian market through our AMC and Sundance Channel brands, which are distributed through affiliation arrangements with the three major Canadian multichannel video distributors and through trademark license and content distribution arrangements with Canadian programming outlets. In 2006, we launched AMC Canada as a service that provides essentially the same programming as the U.S. version of the network. AMC Canada has today achieved near-full distribution in the Canadian market. In 2010, we launched a Sundance Channel-branded network in Canada.
 
WE tv Asia
 
Providing programming in the Korean and Mandarin languages, WE tv Asia provides a selection of the best domestic programming from the WE tv U.S. network with programs like Bridezillas and My Fair Wedding with David Tutera, and some of the best of other female-oriented networks in the United States, such as Tabatha’s Salon Takeover and Tori & Dean. With the same broad satellite footprint as Sundance Channel — International, WE tv Asia is available in South Korea, Singapore and Hong Kong and also presents significant opportunities for expansion into new Asian markets.
 
IFC Entertainment
 
IFC Entertainment encompasses our independent film distribution business, making independent films available to a national audience by initially releasing them in theaters and on video-on-demand platforms. IFC Entertainment consists of multiple brands, including Sundance Selects, IFC Films and IFC Midnight, which distribute critically acclaimed independent films across virtually all available media platforms, including theatrically and via video-on-demand, DVDs, cable television, and streaming to computers and other electronic devices. IFC Entertainment also operates the IFC Center, the DOC NYC festival and SundanceNow. Most IFC Films, IFC Midnight and Sundance Selects titles are available on-demand on the same day that they are first distributed theatrically. The on-demand services are currently offered to IFC’s distributors as well as being carried by other multichannel video distributors throughout the United States. Recently released films include The Killer Inside Me, The Human Centipede, Joan Rivers: A Piece of Work, The Art of the Steal and Tiny Furniture. IFC Entertainment has a film library consisting of more than 400 titles.
 
As part of its strategy to encourage the growth of the marketplace for independent film, IFC Entertainment also operates the IFC Center, DOC NYC and SundanceNow. The IFC Center, a five-screen


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cinema with HD digital and 35mm projection capabilities, shows art-house films in the heart of New York’s Greenwich Village, while DOC NYC is a festival celebrating documentary storytelling in film, photography, prose and other media. IFC Entertainment is also focusing on new distribution platforms for our content, and recently launched SundanceNow, our direct-to-consumer digital platform, which makes our IFC Entertainment library of independent films available to consumers in the United States and around the globe.
 
AMC Networks Broadcasting & Technology
 
AMC Networks Broadcasting & Technology is a full-service network programming feed origination and distribution company, supplying an array of services to the network programming industry. AMC Networks Broadcasting & Technology’s operations are housed in Bethpage, New York, where AMC Networks Broadcasting & Technology consolidates origination and satellite communications functions in a 55,000 square-foot facility designed to keep AMC Networks at the forefront of network origination and distribution technology. AMC Networks Broadcasting & Technology has nearly 30 years experience across its network services groups, including affiliate engineering, network operations, traffic and scheduling that provide day-to-day delivery of any programming network, in high definition or standard definition.
 
Currently, AMC Networks Broadcasting & Technology is responsible for the origination of 38 programming feeds for national and international distribution. AMC Networks Broadcasting & Technology’s current clients include AMC Networks’ own national networks, as well as third-party and affiliated clients including fuse, MSG Network, MSG Plus, MSG Varsity, two Comcast Sports networks, an FSN regional sports network, SNY and Mid Atlantic Sports Network.
 
Content Rights and Development
 
The programming on our networks includes original programming that we control, either through outright ownership or through long-term licensing arrangements, and acquired programming that we license from studios and other rights holders.
 
Original Programming
 
We contract with independent production companies, including Lionsgate Entertainment, Sony Productions, September Films and Pilgrim Films and Television, to produce most of the original programming that appears on our programming networks. These contractual arrangements either provide us with outright ownership of the programming, in which case we hold all programming and other rights to the content, or they consist of a long-term license, which provides us with exclusive rights to exhibit the content on our programming networks, but may be limited in terms of specific geographic markets or distribution platforms. We currently self produce one of our original series — AMC’s The Walking Dead.
 
In addition to The Walking Dead, the original programming that we own outright includes My Fair Wedding with David Tutera, Downsized, Joan and Melissa: Joan Knows Best?, Iconoclasts and Brick City. We may freely exhibit this programming on our networks or through other distribution platforms, both in the United States and in international markets. We may also license this content to other programming networks or distribution platforms.
 
We hold long-term licenses for original programming that includes Mad Men, Breaking Bad and Bridezillas. These licensing arrangements give us the exclusive right for certain periods of time to exhibit the shows on our programming networks within the United States and, in some cases, in international markets. These licenses may also give us the right to exploit the programming on additional distribution platforms (such as video-on-demand and mobile devices) within our licensed territory. The license agreements are typically of multi-season duration and provide us with a right of first negotiation or a right of first refusal on the renewal of the license for additional programming seasons.


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Acquired Programming
 
The majority of the content on our programming networks consists of existing films, episodic series and specials that we acquire pursuant to rights agreements with film studios, production companies or other rights holders. This acquired programming includes episodic series such as Golden Girls and Arrested Development, as well as an extensive film library. The rights agreements for this content are of varying duration and generally permit our programming networks to carry these series, films and other programming during certain window periods.
 
Affiliation Agreements
 
Affiliation Agreements and Significant Customers.  Our programming networks are distributed to our viewing audience pursuant to affiliation agreements with multichannel video distributors. These agreements, which typically have durations of several years, require us to deliver programming that meets certain standards set forth in the agreement. We earn affiliation fees under these agreements, generally based upon the number of each distributor’s subscribers who receive our programming or, in some cases, based on a fixed contractual monthly fee. Our affiliation agreements also give us the right to sell a specific amount of national advertising time on our programming networks.
 
Our programming networks’ existing affiliation agreements expire at various dates, and some are due to expire in 2011 and 2012. Failure to renew important affiliation agreements, or the termination of those agreements, could have a material adverse effect on our business, and, even if affiliation agreements are renewed, there can be no assurance that renewal rates will equal or exceed the rates that are currently being charged. We have never failed to renew an agreement with any of our top ten distributors, although agreements have sometimes expired before the renewal was fully negotiated and finalized (in such cases, carriage of our programming networks continued unaffected during the periods in which the agreements were being negotiated).
 
In 2010, Comcast and DirecTV each accounted for at least 10% of our total net revenues.
 
We frequently negotiate with distributors in an effort to increase their subscriber base for our networks. We have in some instances made upfront payments to distributors in exchange for these additional subscribers or agreed to waive or accept lower subscriber fees if certain numbers of additional subscribers are provided. We also may help fund the distributors’ efforts to market our programming networks or we may permit distributors to offer limited promotional periods without payment of subscriber fees. As we continue our efforts to add subscribers, our subscriber revenue may be negatively affected by such deferred carriage fee arrangements, discounted subscriber fees and other payments; however, we believe that these transactions generate a positive return on investment over the contract period.
 
Advertising Arrangements
 
Under our affiliation agreements with our distributors, we have the right to sell a specified amount of national advertising time on certain of our programming networks. Our advertising revenues are more variable than affiliation fee revenues because virtually all of our advertising is sold on a short-term basis, not under long-term contracts. Our advertising arrangements with advertisers provide for a set number of advertising units to air over a specific period of time at a negotiated price per unit. In certain advertising sales arrangements, our programming networks guarantee specified viewer ratings for their programming. If these guaranteed viewer ratings are not met, we are generally required to provide additional advertising units to the advertiser at no charge. For these types of arrangements, a portion of the related revenue is deferred if the guaranteed viewer ratings are not met and is subsequently recognized either when we provide the required additional advertising time, the guarantee obligation contractually expires or performance requirements become remote. Most of our advertising revenues vary based upon the popularity of our programming as measured by Nielsen Media Research (“Nielsen”).
 
In 2010, our national programming networks had more than approximately 800 advertisers representing companies in a broad range of sectors, including the food, health, retail and automotive industries. Our AMC and


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WE tv programming networks use a traditional advertising sales model, while Sundance Channel principally sells sponsorships. Prior to December 2010, IFC principally sold sponsorships, but since then it migrated to a traditional advertising sales model.
 
Subscriber and Viewer Measurement
 
The number of subscribers receiving our programming from multichannel video distributors generally determines the affiliation fees we receive. We refer to these subscribers as “viewing subscribers.” These numbers are reported monthly by the distributor and are reported net of certain excluded categories of subscribers set forth in the relevant affiliation agreement. These excluded categories include delinquent and complimentary accounts and subscribers receiving our programming networks during promotional periods. For most day-to-day management purposes, we use a different measurement, Nielsen subscribers, when that measurement is available. Nielsen subscribers represent the number of subscribers receiving our programming from multichannel video distributors as reported by Nielsen, based on their sampling procedures. Because Nielsen subscribers are reported without deduction for certain classes of subscribers, Nielsen subscriber figures tend to be higher than viewing subscribers for a given programming network. Nielsen subscriber figures are available for our AMC, WE tv and IFC programming networks.
 
For purposes of the advertising rates we are able to charge advertisers, the relevant measurement is the Nielsen rating, which measures the number of viewers actually watching the commercials within programs we show on our programming networks. This measurement is calculated by The Nielsen Company using their sampling procedures and reported daily, although advertising rates are adjusted less frequently. In addition to the Nielsen rating, our advertising rates are also influenced by the demographic mix of our viewing audiences, since advertisers tend to pay premium rates for more desirable demographics.
 
Regulation
 
The FCC regulates our programming networks in certain respects because they are affiliated with a cable television operator like Cablevision. Other FCC regulations, although imposed on cable television operators and satellite operators, affect programming networks indirectly.
 
Closed Captioning
 
Certain of our networks must provide closed-captioning of programming for the hearing impaired. In the future, the 21st Century Communications and Video Accessibility Act of 2010 may require us to provide closed captioning on certain video programming that we offer on the Internet.
 
Obscenity Restrictions
 
Cable operators and other distributors are prohibited from transmitting obscene programming, and our affiliation agreements generally require us to refrain from including such programming on our networks.
 
Program Access
 
The “program access” provisions of the Federal Cable Act generally require satellite delivered video programming in which a cable operator holds an attributable interest, as that term is defined by the FCC, to be made available to all multichannel video distributors, including DBS providers and telephone companies, on nondiscriminatory prices, terms and conditions, subject to certain exceptions specified in the statute and the FCC’s rules. For purposes of these rules, the common directors and five percent or greater voting stockholders of Cablevision and AMC Networks are deemed to be cable operators with attributable interests in us. As long as we continue to have common directors and major stockholders with Cablevision, our satellite-delivered video programming services will remain subject to the program access provisions. Until October 2012, unless extended, these rules also prohibit us from entering into exclusive contracts with cable operators for these services. The FCC recently extended the program access rules to terrestrially-delivered programming created by cable operator-affiliated programmers such as us. The new rules would compel the licensing of such programming in response to a complaint by a multichannel video distributor, if the complainant can


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demonstrate that the lack of such programming, undue influence by the cable operator affiliate, or discrimination in the price, terms, or conditions for such programming significantly hinders or prevents the distributor from providing satellite cable programming. These new rules could require us to make any terrestrial programming services we create available to multichannel video distributors on nondiscriminatory prices, terms and conditions. The new rules have been challenged in federal court. We cannot predict how the court will act on the challenge.
 
In 2007, the FCC sought comment on a proposal to allow a cable operator to petition for repeal of the exclusivity ban prior to 2012 with respect to programming it owns, in markets where the cable operator faces competition from other video programming distributors; and is considering revisions to the program access complaint procedures. The FCC has taken no action on this proposal.
 
Wholesale “À La Carte”
 
In 2007, the FCC sought comment on whether cable programming networks require distributors to purchase and carry undesired programming in return for the right to carry desired programming and, if so, whether such arrangements should be prohibited. The FCC has taken no action on this proposal. We do not currently require distributors to carry more than one of our national programming networks in order to obtain the right to carry a particular national programming network. However, we generally negotiate with a distributor for the carriage of all of our national networks concurrently.
 
Effect of “Must-Carry” Requirements
 
The FCC’s implementation of the statutory “must-carry” obligations requires cable and DBS operators to give broadcasters preferential access to channel space. In contrast, programming networks, such as ours, have no guaranteed right of carriage on cable television or DBS systems. This may reduce the amount of channel space that is available for carriage of our networks by cable television systems and DBS operators.
 
Satellite Carriage
 
All satellite carriers must under federal law offer their service to deliver our and our competitor’s programming networks on a nondiscriminatory basis (including by means of a lottery). A satellite carrier cannot unreasonably discriminate against any customer in its charges or conditions of carriage.
 
Media Ownership Restrictions
 
FCC rules set media ownership limits that restrict, among other things, the number of daily newspapers and radio and TV stations in which a single entity may hold an attributable interest as that term is defined by the FCC. These rules have been challenged in federal court. We cannot predict how the court will rule on these challenges. The fact that the common directors and five percent or greater voting stockholders of Cablevision and AMC Networks will hold attributable interests in each of the companies after the Distribution for purposes of these rules means that these cross-ownership rules may have the effect of limiting the activities or strategic business alternatives available to us, at least for as long as we continue to have common directors and major stockholders with Cablevision. Although we have no plans or intentions to become involved in the businesses affected by these restrictions, we would need to be mindful of these rules if we were to consider engaging in any such business in the future.
 
Website Requirements
 
We maintain various websites that provide information regarding our businesses and offer content for sale. The operation of these websites may be subject to a range of federal, state and local laws such as privacy and consumer protection regulations.


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Other Regulation
 
In 2007, the FCC recommended that Congress prohibit the availability of violent programming, including on cable programming networks, during the hours when children are likely to be watching. Congress has considered this proposal, but to date has not yet enacted such restrictions. The FCC also imposes rules regarding political broadcasts.
 
Competition
 
Our programming networks operate in two highly competitive markets. First, our programming networks compete with other programming networks to obtain distribution on cable television systems and other multichannel video distribution systems, such as DBS, and ultimately for viewing by each system’s subscribers. Second, our programming networks compete with other programming networks and other sources of video content, including broadcast networks, to secure desired entertainment programming. The success of our businesses depends on our ability to license and produce content for our programming networks that is adequate in quantity and quality and will generate satisfactory viewer ratings. In each of these cases, some of our competitors are large publicly held companies that have greater financial resources than we do. In addition, we compete with these entities for advertising revenue.
 
It is difficult to predict the future effect of technology on many of the factors affecting AMC Networks’ competitive position. For example, data compression technology has made it possible for most video programming distributors to increase their channel capacity, which may reduce the competition among programming networks and broadcasters for channel space. On the other hand, the addition of channel space could also increase competition for desired entertainment programming and ultimately, for viewing by subscribers. As more channel space becomes available, the position of our programming networks in the most favorable tiers of these distributors would be an important goal. Additionally, video content delivered directly to viewers over the Internet competes with our programming networks for viewership.
 
Distribution of Programming Networks
 
The business of distributing programming networks to cable television systems and other multichannel video distributors is highly competitive. Our programming networks face competition from other programming networks’ carriage by a particular multichannel video distributor, and for the carriage on the service tier that will attract the most subscribers. Once our programming network is selected by a distributor for carriage, that network competes for viewers not only with the other programming networks available on the distributor’s system, but also with over-the-air broadcast television, Internet-based video and other online services, mobile services, radio, print media, motion picture theaters, DVDs, and other sources of information and entertainment.
 
Important to our success in each area of competition we face are the prices we charge for our programming networks, the quantity, quality and variety of the programming offered on our networks, and the effectiveness of our networks’ marketing efforts. The competition for viewers among advertiser supported networks is directly correlated with the competition for advertising revenues with each of our competitors.
 
Our ability to successfully compete with other networks may be hampered because the cable television systems or other multichannel video distributors through which we seek distribution may be affiliated with other programming networks. In addition, because such distributors may have a substantial number of subscribers, the ability of such programming networks to obtain distribution on the systems of affiliated distributors may lead to increased affiliation and advertising revenue for such programming networks because of their increased penetration compared to our programming networks. Even if such affiliated distributors carry our programming networks, such distributors may place their affiliated programming network on a more desirable tier, thereby giving the affiliated programming network a competitive advantage over our own.
 
New or existing programming networks that are affiliated with broadcasting networks like NBC, ABC, CBS or Fox may also have a competitive advantage over our programming networks in obtaining distribution through the “bundling” of agreements to carry those programming networks with agreements giving the distributor the right to carry a broadcast station affiliated with the broadcasting network.


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An important part of our strategy involves exploiting identified markets of the cable television viewing audience that are generally well defined and limited in size. Our networks have faced and will continue to face increasing competition as other programming networks and online or other services seek to serve the same or similar niches.
 
Sources of Programming
 
We also compete with other programming networks to secure desired programming. Most of our original programming and all of our acquired programming is obtained through agreements with other parties that have produced or own the rights to such programming. Competition for this programming will increase as the number of programming networks increases. Other programming networks that are affiliated with programming sources such as movie or television studios or film libraries may have a competitive advantage over us in this area.
 
With respect to the acquisition of entertainment programming, such as syndicated programs and movies that are not produced by or specifically for networks, our competitors include national broadcast television networks, local broadcast television stations, video-on-demand programs and other cable programming networks. Internet-based video content distributors have also emerged as competitors for the acquisition of content or the rights to distribute content. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.
 
Competition for Advertising Revenue
 
Our programming networks must compete with other sellers of advertising time and space, including other cable programming networks, radio, newspapers, outdoor media and, increasingly, Internet sites. We compete for advertisers on the basis of rates we charge and also on the number and demographic nature of viewers who watch our programming. Advertisers will often seek to target their advertising content to those demographic categories they consider most likely to purchase the product or service they advertise. Accordingly, the demographic make-up of our viewership can be equally or more important than the number of viewers watching our programming.
 
Legal Proceedings
 
DISH Network Contract Dispute
 
In 2005, subsidiaries of the Company entered into agreements with EchoStar Communications Corporation and its affiliates by which EchoStar Media Holdings Corporation acquired a 20% interest in VOOM HD Holdings LLC (“VOOM HD”) and EchoStar Satellite LLC (the predecessor to DISH Network, LLC (“DISH Network”)) agreed to distribute VOOM on DISH Network for a 15-year term. The affiliation agreement with DISH Network for such distribution provides that if VOOM HD fails to spend $100 million per year (subject to reduction to the extent that the number of offered channels is reduced to fewer than 21), up to a maximum of $500 million in the aggregate, on VOOM, DISH Network may seek to terminate the agreement under certain circumstances. On January 30, 2008, DISH Network purported to terminate the affiliation agreement, effective February 1, 2008, based on its assertion that VOOM HD had failed to comply with this spending provision in 2006. On January 31, 2008, VOOM HD sought and obtained a temporary restraining order from the New York Supreme Court for New York County prohibiting DISH Network from terminating the affiliation agreement. In conjunction with its request for a temporary restraining order, VOOM HD also requested a preliminary injunction and filed a lawsuit against DISH Network asserting that DISH Network did not have the right to terminate the affiliation agreement. In a decision filed on May 5, 2008, the court denied VOOM HD’s motion for a preliminary injunction. On or about May 13, 2008, DISH Network ceased distribution of VOOM on its DISH Network. On May 27, 2008, VOOM HD amended its complaint to seek damages for DISH Network’s improper termination of the affiliation agreement. On June 24, 2008, DISH Network answered VOOM HD’s amended complaint and EchoStar Satellite LLC asserted counterclaims alleging breach of contract and breach of the duty of good faith and fair dealing with respect to the affiliation agreement. On July 14, 2008, VOOM HD replied to DISH Network’s counterclaims. The Company believes that the counterclaims asserted by DISH Network are without merit. VOOM HD and DISH Network each filed


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cross-motions for summary judgment. In November 2010, the court denied both parties’ cross-motions for summary judgment. The court also granted VOOM HD’s motion for sanctions based on DISH Network’s spoliation of evidence and its motion to exclude DISH Network’s principal damages expert. The trial will be scheduled after DISH Network’s appeal of the latter two rulings.
 
In connection with the Distribution, CSC Holdings and AMC Networks and its subsidiary, Rainbow Programming Holdings, LLC (collectively, the “AMC Parties”) have entered into an agreement (the “VOOM Litigation Agreement”) which will provide that from and after the Distribution date, CSC Holdings shall retain full control over the pending litigation with DISH Network. Any decision with respect to settlement will be made jointly by CSC Holdings and the AMC Parties. CSC Holdings and the AMC Parties will share equally in the proceeds (including in the value of any non-cash consideration) of any settlement or final judgment in the pending litigation with DISH Network that are received by subsidiaries of the Company from VOOM HD. CSC Holdings and the AMC Parties will also bear equally the legal fees and expenses (above amounts currently budgeted for the remainder of 2011). A form of the VOOM Litigation Agreement has been filed as an exhibit to the registration statement of which this Information Statement forms a part, and the foregoing summary of the agreement is qualified in its entirety by reference to the agreement as so filed.
 
Broadcast Music, Inc. Matter
 
Broadcast Music, Inc. (“BMI”), an organization that licenses the performance of musical compositions of its members, had alleged that certain of the Company’s subsidiaries require a license to exhibit musical compositions in its catalog. BMI agreed to interim fees based on revenues covering certain periods (generally the period commencing from the launch or acquisition of each of our programming networks). In May 2011, the parties reached an agreement with respect to the license fees for an amount that approximates amounts previously accrued, which were $7.0 million and $6.1 million at December 31, 2010 and 2009, respectively.
 
Other Legal Matters
 
On April 15, 2011, Thomas C. Dolan, who is expected to become a director of the Company and who is a director and Executive Vice President, Strategy and Development, in the Office of the Chairman at Cablevision, filed a lawsuit against Cablevision and RMH, in New York Supreme Court. The lawsuit raises compensation-related claims (seeking approximately $11 million) related to events in 2005. The matter is being handled under the direction of an independent committee of the board of directors of Cablevision. Under the Distribution Agreement, Cablevision will indemnify the Company and RMH against any liabilities and expenses related to this lawsuit. Based on the Company’s assessment of this possible loss contingency, no provision has been made for this matter in the accompanying consolidated financial statements.
 
In addition to the matters discussed above, the Company is party to various lawsuits and claims in the ordinary course of business. Although the outcome of these other matters cannot be predicted with certainty and the impact of the final resolution of these other matters on the Company’s results of operations in a particular subsequent reporting period is not known, management does not believe that the resolution of these matters will have a material adverse effect on the financial position of the Company or the ability of the Company to meet its financial obligations as they become due.
 
Employees
 
As of May 31, 2011 we had 849 full-time employees and 27 part-time employees. None of our employees are represented by unions.
 
Properties
 
We currently use approximately 200,000 square feet of office space that we lease at 11 Penn Plaza, New York, NY 10001, under lease arrangements with remaining terms of six and nine years. We use this space as our corporate headquarters and as the principal business location of our business. We also lease the 55,000 square-foot Broadcasting and Technology Center in Bethpage, New York, from which AMC Networks Broadcasting & Technology conducts its operations. In addition, we maintain leased sales offices in Santa Monica, Atlanta and Chicago.


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DIVIDEND POLICY
 
We do not expect to pay cash dividends on our common stock for the foreseeable future.


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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
 
The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2011 and the unaudited pro forma consolidated statements of operations for the three months ended March 31, 2011 and the year ended December 31, 2010 are based on the historical consolidated financial statements of the Company. The unaudited pro forma consolidated financial statements presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated annual and interim financial statements and corresponding notes thereto included elsewhere in this Information Statement. The unaudited pro forma consolidated financial statements reflect certain known impacts as a result of the Distribution and the separation of the Company from Cablevision. The unaudited pro forma consolidated financial statements have been prepared giving effect to the Distribution as if this transaction had occurred as of January 1, 2010 for the unaudited pro forma consolidated statements of operations for the year ended December 31, 2010 and for the three months ended March 31, 2011, and as of March 31, 2011 for the unaudited pro forma condensed consolidated balance sheet.
 
The unaudited pro forma consolidated financial information set forth below has been derived from the consolidated annual and interim financial statements of the Company including the unaudited consolidated balance sheet as of March 31, 2011, the unaudited consolidated statement of income for the three months ended March 31, 2011 and the audited consolidated statement of operations for the year ended December 31, 2010 included elsewhere within this Information Statement and reflect certain assumptions that we believe are reasonable given the information currently available. While such adjustments are subject to change based upon the finalization of the underlying separation agreements, in management’s opinion, the pro forma adjustments have been developed on a reasonable and rational basis.
 
Following the Distribution, we will incur corporate costs to operate our business as a separate, stand-alone public entity, which are expected to be lower than our historical expenses, including corporate allocations from and management fees paid to Cablevision, which will not continue to be charged to us subsequent to the Distribution. For the three months ended March 31, 2011 and for the year ended December 31, 2010, our results of operations included corporate and administrative charges from Cablevision of $7.7 million and $32.4 million, respectively, and management fees charged by Cablevision to certain subsidiaries of the Company of $6.7 million and $26.5 million, respectively. Corporate costs to operate our business as a separate, stand-alone public entity principally relate to areas that include, but are not limited to:
 
  •  additional personnel including human resources, finance, accounting, compliance, tax, treasury, internal audit and legal;
 
  •  additional professional fees associated with audits, tax, legal and other services;
 
  •  insurance premiums;
 
  •  board of directors’ fees;
 
  •  stock market listing fees, investor relations costs and fees for preparing and distributing periodic filings with the Securities and Exchange Commission (“SEC”); and
 
  •  other administrative costs and fees, including anticipated incremental executive compensation costs related to existing and new executive management.
 
Subsequent to the Distribution, the preliminary estimates for the net decrease in corporate expenses to operate our business range between approximately $14 million and $18 million on an annual basis prospectively. Actual expense reductions, if any, could vary from this range estimate and such variations could be material.
 
These unaudited pro forma consolidated financial statements reflect all other adjustments that, in the opinion of management, are necessary to present fairly the pro forma consolidated results of operations and consolidated financial position of the Company as of and for the periods indicated. The unaudited pro forma consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the Company operated historically as a company independent of Cablevision or if the Distribution had occurred on the dates indicated. The unaudited pro forma consolidated financial information also should not be considered representative of our future consolidated financial condition or consolidated results of operations.


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AMC NETWORKS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2011
(Dollars in thousands)
 
                         
          Pro Forma
       
    Historical     Adjustments     Pro Forma  
 
ASSETS
Current Assets:
                       
Cash and cash equivalents
  $ 84,073     $ 52,628 (1)   $ 136,701  
Accounts receivable, trade (less allowance for doubtful accounts)
    223,908             223,908  
Amounts due from affiliates, net
    23,755             23,755  
Program rights, net
    199,660             199,660  
Prepaid expenses and other current assets
    44,702             44,702  
Deferred tax asset
    6,301       77,087 (7)     83,388  
                         
Total current assets
    582,399       129,715       712,114  
Property and equipment, net of accumulated depreciation
    65,453             65,453  
Program rights, net
    696,030             696,030  
Amounts due from affiliates
    3,433             3,433  
Deferred tax asset, net
    43,123       (43,123 )(7)      
Deferred carriage fees, net
    65,106             65,106  
Amortizable intangible assets, net of accumulated amortization
    345,104             345,104  
Indefinite-lived intangible assets
    19,900             19,900  
Goodwill
    83,173             83,173  
Other assets
    14,204             14,204  
Deferred financing costs, net of accumulated amortization
    6,387       57,613 (2)     64,000  
                         
    $ 1,924,312     $ 144,205     $ 2,068,517  
                         
 
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIENCY)
Current Liabilities:
                       
Accounts payable
  $ 54,009     $     $ 54,009  
Accrued liabilities
    56,745       (5,033 )(3)     54,212  
              2,500 (4)        
Amounts due to affiliates, net
    15,192             15,192  
Program rights obligations
    127,110             127,110  
Deferred revenue
    15,191             15,191  
Credit facility debt
    50,000       (50,000 )(3)      
Capital lease obligations
    3,838             3,838  
                         
Total current liabilities
    322,085       (52,533 )     269,552  
Program rights obligations
    430,401             430,401  
Senior notes
    299,619       400,381 (3)     700,000  
Senior subordinated notes
    324,134       (324,134 )(3)      
Credit facility debt
    362,500       1,362,500 (3)     1,725,000  
Capital lease obligations
    15,360             15,360  
Deferred tax liability
          39,116 (7)     39,116  
Other liabilities
    88,839       (2,700 )(4)     28,688  
              (57,451 )(5)        
                         
Total liabilities
    1,842,938       1,365,179       3,208,117  
Commitments and contingencies
                       
Stockholder’s equity (deficiency)
    81,374       (1,220,974 )(6)     (1,139,600 )
                         
    $ 1,924,312     $ 144,205     $ 2,068,517  
                         


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AMC NETWORKS INC. AND SUBSIDIARIES
 
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2011
(Dollars in thousands)
 
                         
          Pro Forma
       
    Historical     Adjustments     Pro Forma  
 
Revenues, net
  $ 272,903     $     $ 272,903  
                         
Operating expenses:
                       
Technical and operating (excluding depreciation and amortization shown below)
    90,411             90,411  
Selling, general and administrative
    86,921             86,921  
Restructuring credit
    (34 )           (34 )
Depreciation and amortization
    24,926             24,926  
                         
      202,224             202,224  
                         
Operating income
    70,679             70,679  
                         
Other income (expense):
                       
Interest expense
    (18,350 )     (20,610 )(8)     (38,960 )
Interest income
    457             457  
Miscellaneous, net
    72             72  
                         
      (17,821 )     (20,610 )     (38,431 )
                         
Income from continuing operations before income taxes
    52,858       (20,610 )     32,248  
Income tax expense
    (23,136 )     9,296 (9)     (13,840 )
                         
Income from continuing operations
  $ 29,722     $ (11,314 )   $ 18,408  
                         
Pro forma basic and diluted income from continuing operations per share
                  $ 0.25  
                         
Pro forma basic and diluted common stock (in thousands)
                    72,350 (10)
                         


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AMC NETWORKS INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2010
(Dollars in thousands)
 
 
                         
          Pro Forma
       
    Historical     Adjustments     Pro Forma  
 
Revenues, net
  $ 1,078,300     $     $ 1,078,300  
                         
Operating expenses:
                       
Technical and operating (excluding depreciation and amortization shown below)
    366,093             366,093  
Selling, general and administrative
    328,134             328,184  
Restructuring credits
    (2,218 )           (2,218 )
Depreciation and amortization
    106,455             106,455  
                         
      798,464             798,464  
                         
Operating income
    279,836             279,836  
                         
Other income (expense):
                       
Interest expense
    (75,800 )     (81,057 )(8)     (156,857 )
Interest income
    2,388             2,388  
Miscellaneous, net
    (162 )           (162 )
                         
      (73,574 )     (81,057 )     (154,631 )
                         
Income from continuing operations before income taxes
    206,262       (81,057 )     125,205  
Income tax expense
    (88,073 )     36,587 (9)     (51,486 )
                         
Income from continuing operations
  $ 118,189     $ (44,470 )   $ 73,719  
                         
Pro forma basic and diluted income from continuing operations per share
                  $ 1.02  
                         
Pro forma basic and diluted common stock (in thousands)
                    72,350 (10)
                         


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The unaudited pro forma adjustments to the accompanying historical financial information as of March 31, 2011, for the three months ended March 31, 2011, and for the year ended December 31, 2010 are described below (dollars in thousands):
 
Balance Sheet
 
(1) Adjustments to cash and cash equivalents relating to (i) estimated net cash proceeds of $1,111,000 that represents a portion of the $2,425,000 of New AMC Networks Debt to be issued as part of the Distribution, net of estimated financing costs of approximately $64,000 and excludes approximately $1,250,000 of New AMC Networks Debt that will be issued directly to CSC Holdings, which will use such New AMC Networks Debt to satisfy and discharge outstanding Cablevision or CSC Holdings debt, partially offset by (ii) the repayment of all of the Company’s outstanding debt and accrued interest (excluding capital leases) of $1,042,533.
 
The Company intends to repay all of its outstanding credit facility debt and pay the related accrued interest at the Distribution date. As noted in (3) below, in May 2011, the Company redeemed 100% of the outstanding senior notes for $300,000 and borrowed $300,000 under its revolving credit facility in order to fund the redemption. The Company also intends to repay all of its outstanding senior subordinated notes and related accrued interest on or after the Distribution date. In accordance with the senior subordinated notes indenture agreement, if the notes are redeemed prior to September 1, 2011, they would be redeemable, in whole or in part, at a redemption price equal to 103.458% of the face value, which decreases to 101.729% on September 1, 2011. The pro forma adjustment for the senior subordinated notes assumes all the outstanding notes will be redeemed at 103.458% of face value resulting in an $11,239 premium paid by the Company. Although we do not expect the actual premium paid to be materially different, the actual premium paid by the Company in connection with the redemption of the senior subordinated notes could be higher or lower, depending on the timing and manner in which the notes are repaid. An increase or decrease of 0.1% in the premium would decrease or increase, respectively, cash and cash equivalents by $325.
 
Additional adjustments to cash and cash equivalents also include (i) a payment to Cablevision for the unfunded account balances of the Company’s employees in the Cablevision Cash Balance Pension Plan of approximately $4,000, (ii) a payment to Cablevision of approximately $6,900 to settle accrued liabilities for costs associated with historical allocations of Cablevision’s corporate employee’s outstanding stock appreciation rights and long-term incentive plan obligations partially offset by (iii) the receipt of approximately $6,300 from Cablevision for the historic contributions (net of benefits paid) made by the Company on behalf of its employees in the Cablevision Excess Cash Balance Plan and the Cablevision Excess Savings Plan. For a discussion of the Cablevision Cash Balance Pension Plan, the Cablevision Excess Cash Balance Plan and the Cablevision Excess Savings Plan, see “Executive Compensation — Historical Compensation Information — Pension Benefits.”
 
(2) Adjustments to deferred financing costs include (i) the capitalization of the estimated financing costs of approximately $64,000 expected to be incurred in connection with the New AMC Networks Debt, consisting of $1,725,000 aggregate principal amount of senior secured term loans and $700,000 aggregate principal amount of senior unsecured notes, partially offset by (ii) the write-off of the unamortized deferred financing costs of $6,387 relating to the Company’s outstanding debt that will be repaid in connection with the Distribution. The Company does not expect a material change to the estimated financing costs of approximately $64,000.
 
(3) Represents the repayment (net of unamortized discount aggregating $1,247) of the Company’s outstanding credit facility debt, senior notes, senior subordinated notes and accrued interest prior to or at the Distribution date of $412,500, $299,619, $324,134 and $5,033, respectively, offset by the incurrence of the New AMC Networks Debt, consisting of $1,725,000 aggregate principal amount of senior secured term loans and $700,000 aggregate principal amount of senior unsecured notes, in connection with the Distribution. On May 13, 2011, the Company redeemed 100% of the outstanding senior notes due 2012 for $300,000. In order to fund the redemption, in May 2011 the Company borrowed $300,000 under its $300,000 revolving credit facility. The $300,000 revolving credit facility will be repaid on the Distribution date. The repayment of the


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senior notes of $299,619 is reflected as a pro forma adjustment, however, since the May 2011 $300,000 draw down on the revolving credit facility and subsequent repayment on the Distribution date has no net impact on the Company’s total debt, it is not reflected as a pro forma adjustment.
 
(4) Adjustments to accrued employee-related costs represent (i) an increase in the liability of approximately $3,300 resulting from the transfer to the Company from Cablevision of the Company’s employees’ participant accounts in the Cablevision Excess Savings Plan and (ii) an increase of $3,400 resulting from the transfer to the Company from Cablevision of the Company’s employees’ participant accounts in the Cablevision Excess Cash Balance Plan, offset by (iii) a decrease of approximately $6,900 of liabilities, reflecting the payment to Cablevision of their corporate employees’ outstanding stock appreciation rights and long-term incentive plan liabilities. The net effect of these three adjustments is to increase current liabilities by approximately $2,500 and reduce non-current liabilities by approximately $2,700.
 
(5) Adjustments to other liabilities represent the elimination of certain liabilities for uncertain tax positions and the related accrued interest aggregating $57,451 that will be retained by Cablevision pursuant to a Tax Disaffiliation Agreement between the Company and Cablevision.
 
(6) Adjustments to stockholder’s equity (deficiency) include (i) a decrease of approximately $1,250,000 from a portion of the New AMC Networks Debt that will be issued to CSC Holdings, which will use such New AMC Networks Debt to satisfy and discharge outstanding Cablevision or CSC Holdings debt, (ii) a decrease relating to a loss on extinguishment of debt of $11,239 relating to the estimated redemption premium paid by the Company on its senior subordinated notes, partially offset by the related tax effect of $4,173, (iii) a decrease relating to the write-off of the unamortized deferred financing costs of $6,387 relating to the Company’s existing credit facility debt, senior notes and senior subordinated notes that will be repaid with a portion of the remaining proceeds from the issuance of the New AMC Networks Debt in connection with the Distribution, (iv) a decrease of $1,247 related to the unamortized discount on the Company’s existing senior notes and senior subordinated notes that will be repaid with a portion of the proceeds from the issuance of the remaining New AMC Networks Debt in connection with the Distribution, (v) a decrease of approximately $400 related to the transfer to the Company from Cablevision of the Company’s employees’ participant accounts in the Cablevision Excess Cash Balance Plan, (vi) a decrease of $4,000 relating to the contribution to Cablevision for the unfunded account balances of the Company’s employees in the Cablevision Cash Balance Pension Plan, (vii) a decrease of $9,325 as a result of the decrease in the Company’s aggregate net deferred tax asset relating to the impact of the tax adjustments discussed in (7) below, partially offset by (viii) an increase to stockholder’s equity of $57,451 relating to the elimination of certain liabilities for uncertain tax positions and the related accrued interest that will be retained by Cablevision pursuant to a Tax Disaffiliation Agreement between the Company and Cablevision.
 
(7) The pro forma adjustment recorded to current deferred tax asset, noncurrent deferred tax asset and noncurrent deferred tax liability reflects adjustments that are currently expected to result from the Distribution to Cablevision’s stockholders. Deferred tax assets and liabilities presented in the consolidated financial statements included elsewhere in this Information Statement have been measured using the applicable corporate tax rates historically used by Cablevision. However, primarily due to different state and local apportionment factors that will be applicable to the Company as of the Distribution date, the estimated applicable corporate tax rates used to measure deferred taxes will be lower on a stand-alone basis. In addition, the non-current deferred tax asset was reduced by an amount relating to the historical recognition of share-based compensation expense for employees of Cablevision that was allocated to the Company for which the post-Distribution tax benefit upon exercise or vesting of the related share-based payment awards will be realized by Cablevision. Furthermore, at the Distribution date, a portion of the deferred tax asset for net operating loss and tax credit carry forwards is expected to be reclassified from noncurrent deferred tax asset and presented as a current deferred tax asset.
 
Statement of Operations
 
(8) Resulting from the issuance of the New AMC Networks Debt and the repayment of outstanding debt discussed in note (1) above, the adjustment represents the net impact of (i) elimination of historical interest expense related to borrowings under the Company’s outstanding debt and the associated amortization of


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deferred financing costs, offset by an increase in (ii) interest expense on the New AMC Networks Debt, consisting of $1,725,000 aggregate principal amount of senior secured term loans and $700,000 aggregate principal amount of senior unsecured notes to be issued by the Company in connection with the Distribution, fees on any undrawn revolver commitments and the related amortization of deferred financing costs associated with the New AMC Networks Debt. The deferred financing costs will be amortized over the applicable life of the senior secured term loans and senior unsecured notes. The interest rate on the $1,725,000 aggregate principal amount of senior secured term loans and $700,000 aggregate principal amount of senior unsecured notes will be a variable rate and a fixed rate, respectively, in each case to be determined. For purposes of the pro forma presentation, the current estimated weighted average rate on the New AMC Networks Debt is assumed to be 6.0% per annum. The current estimated weighted average rate of 6.0% per annum on the New AMC Networks Debt was calculated based on weighting the (i) current estimated variable rate for the senior secured term loans, (ii) current estimated fixed rate for the senior unsecured notes and (iii) estimated fixed rate fee on any undrawn revolver commitments. An increase of 1/8% in the estimated weighted average interest rate on this debt would increase the pro forma adjustment by approximately $750 and approximately $3,000 for the three months ended March 31, 2011 and for the year ended December 31, 2010, respectively.
 
(9) Includes the pro forma adjustments to reduce income tax expense by $1,644 and $6,491 for the three months ended March 31, 2011 and for the year ended December 31, 2010, respectively, to reflect the change in the applicable corporate income tax rates that will be lower on a stand-alone basis as compared with the applicable corporate tax rates historically used by Cablevision, as well as the income tax impact related to the pro forma adjustments discussed above.
 
(10) The number of shares used to compute basic and diluted net income per share is 72,350,000, which is the number of shares of AMC Networks Inc. common stock assumed to be outstanding on the Distribution date, based on the outstanding Cablevision New York Group Class A and Class B Common Stock at March 31, 2011, and on a distribution ratio of one share of AMC Networks Inc. common stock for every four shares of Cablevision common stock outstanding. The actual number of our basic and diluted shares outstanding will not be known until the Distribution date. There is no dilutive impact from common stock equivalents for periods prior to the Distribution, as the Company had no dilutive securities outstanding. The dilutive effect of the Company’s share-based awards that will be issued in connection with the conversion of Cablevision’s share-based payment awards upon the Distribution and for future Company grants will be included in the computation of diluted income from continuing operations per share in periods subsequent to the Distribution.


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SELECTED FINANCIAL DATA
 
The operating and balance sheet data included in the following selected financial data as of December 31, 2010 and 2009 and for each year in the three-year period ended December 31, 2010 have been derived from the audited annual consolidated financial statements of AMC Networks Inc. included elsewhere in this Information Statement, and the balance sheet data as of December 31, 2008, 2007 and 2006 and the income statement data for the years ended December 31, 2007 and 2006 have been derived from the unaudited annual consolidated financial statements of the Company, which are not included in this Information Statement. The operating and balance sheet data included in the following selected financial data for the three months ended and as of March 31, 2011 and 2010 have been derived from the unaudited interim consolidated financial statements of the Company and, in the opinion of the management of the Company, reflect all adjustments necessary for the fair presentation of such data for the respective interim periods. The financial information does not necessarily reflect what our results of operations and financial position would have been if we had operated as a separate publicly-traded entity during the periods presented. The results of operations for the three month period ended March 31, 2011 are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending December 31, 2011. The selected financial data presented below should be read in conjunction with the annual and interim financial statements included elsewhere in this Information Statement and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Consolidated Financial Information.”
 
                                                         
    Three Months
    Year Ended
 
    Ended March 31,     December 31,  
    2011     2010     2010     2009     2008     2007     2006  
    (Dollars in thousands)  
 
Operating Data(1):
                                                       
Revenues, net
  $  272,903     $  248,372     $ 1,078,300     $  973,644     $ 893,557     $ 754,447     $ 646,476  
                                                         
Operating expenses:
                                                       
Technical and operating (excluding depreciation, amortization and impairments shown below)
    90,411       82,425       366,093       310,365       314,960       276,144       246,166  
Selling, general and administrative
    86,921       78,444       328,134       313,904       302,474       256,995       242,674  
Restructuring (credit) expense
    (34 )     (212 )     (2,218 )     5,162       46,877       2,245        
Depreciation and amortization (including impairments)
    24,926       26,690       106,455       106,504       108,349       81,101       83,984  
                                                         
      202,224       187,347       798,464       735,935       772,660       616,485       572,824  
                                                         
Operating income
    70,679       61,025       279,836       237,709       120,897       137,962       73,652  
                                                         
Other income (expense):
                                                       
Interest expense, net
    (17,893 )     (19,116 )     (73,412 )     (75,705 )     (97,062 )     (113,841 )     (133,202 )
(Loss) gain on investments, net
                            (103,238 )     (1,812 )     27,417  
Gain (loss) on equity derivative contracts
                            66,447       24,183       (15,708 )
Loss on interest rate swap contracts, net
                      (3,237 )     (2,843 )            
Loss on extinguishment of debt and write-off of deferred financing costs
                            (2,424 )     (22,032 )     (6,084 )
Miscellaneous, net
    72       26       (162 )     187       379       3,140       1,998  
                                                         
      (17,821 )     (19,090 )     (73,574 )     (78,755 )     (138,741 )     (110,362 )     (125,579 )
                                                         
Income (loss) from continuing operations before income taxes
    52,858       41,935       206,262       158,954       (17,844 )     27,600       (51,927 )
Income tax (expense) benefit
    (23,136 )     (17,906 )     (88,073 )     (70,407 )     (2,732 )     (12,227 )     21,043  
                                                         
Income (loss) from continuing operations
    29,722       24,029       118,189       88,547       (20,576 )     15,373       (30,884 )
Income (loss) from discontinued operations, net of income taxes
    96       (10,596 )     (38,090 )     (34,791 )     (26,866 )     (25,867 )     (62,808 )
                                                         
      29,818       13,433       80,099       53,756       (47,442 )     (10,494 )     (93,692 )
Cumulative effect of a change in accounting principle, net of income taxes
                                        (155 )
                                                         
Net income (loss)
  $ 29,818     $ 13,433     $ 80,099     $ 53,756     $ (47,442 )   $ (10,494 )   $ (93,847 )