AMC Networks Launches Exchange Offer and Consent Solicitation for \$875 Million in Senior Secured Notes

Key Points for Investors

• Exchange Offer: AMC Networks Inc. (Nasdaq: AMCX) is commencing an exchange offer for any and all of its outstanding \$875 million 10.25% Senior Secured Notes due 2029. Eligible holders can exchange these for newly issued 10.50% Senior Secured Notes due 2032.
• Improved Terms: The new notes will carry a slightly higher coupon (10.50% vs. 10.25%) and a longer maturity (2032 vs. 2029), representing a key refinancing and liability management move.
• Early Tender Incentive: Holders who tender by 5:00 p.m. (NYC time) on March 6, 2026 will receive the “Total Consideration,” which includes an Early Tender Premium of \$50 in principal amount of New Notes for each \$1,000 principal amount of Old Notes exchanged.
• Exchange Expiration: The offer expires at 5:00 p.m. (NYC time) on March 23, 2026, unless extended or earlier terminated.
• Consent Solicitation: Concurrently, AMC is soliciting consents to amend the Old Notes Indenture. The proposed amendment would allow the company to buy back, purchase, redeem, retire, or otherwise acquire its equity interests up to an aggregate of \$50 million, aligning these terms with its recently amended term loan credit agreement.
• Conditions: The exchange and consent process is conditioned upon a majority in aggregate principal amount of Old Notes (excluding those owned by AMC or affiliates) consenting to the amendments.
• Settlement Dates: Early settlement may occur on or after March 13, 2026 (for those who tender early), and final settlement is expected around March 25, 2026.
• Interest Mechanics: No accrued interest will be paid on Old Notes accepted for exchange. Instead, the amount of New Notes issued will be net of the difference between accrued interest on the New Notes and the Old Notes (“Net Interest Deduction”).
• Eligibility: The offer is only to “qualified institutional buyers” under Rule 144A or non-U.S. persons under Regulation S.
• New Notes Details: The New Notes will be fungible with AMC’s existing \$400 million 10.50% Senior Secured Notes due 2032 (issued July 2025) and will mature July 15, 2032, with interest payable semi-annually.
• Dealer Managers: J.P. Morgan is lead dealer manager; Citigroup, Fifth Third, Morgan Stanley, Truist, and U.S. Bancorp serve as co-dealer managers.

Shareholder Impact and Price-Sensitive Issues

• Potential Share Price Impact:
  • The exchange offer is a significant liability management action. The move to extend maturities and align debt covenants with the term loan agreement should be viewed as a proactive measure to improve AMC’s capital structure and liquidity profile.
  • Allowing up to \$50 million in equity buybacks/redemptions could support the share price by providing capital return optionality, subject to the company’s financial position.
  • The incremental coupon increase (10.50% vs. 10.25%) may result in slightly higher interest costs, but the extended maturity relieves near-term refinancing risk.
  • The offer’s success depends on sufficient bondholder participation. Failure to achieve the required consents could limit AMC’s ability to amend debt covenants and pursue buybacks, potentially pressuring the stock.
• No Accrued Interest Paid: The netting of accrued interest between Old and New Notes is a structural detail that may affect bondholder calculations but is not expected to materially impact shareholders.
• Forward-Looking Statements: Management notes the usual risks—final results depend on market conditions, investor appetite, and the company’s operational performance.

Additional Details

The consent solicitation allows holders to either exchange and consent (“Exchange and Consent Option”) or consent only (“Consent Only Option”). However, only those who tender Old Notes receive consideration. Consents delivered under “Consent Only” may be revoked before the supplemental indenture is executed.

The New Notes will be guaranteed on a senior secured basis by AMC’s domestic subsidiaries that guarantee other material debt, with customary exclusions (e.g., minor subsidiaries, receivables, special-purpose entities). There is no registration for the New Notes, so they are only available to eligible institutional holders.

For further information or to participate, eligible holders should contact D.F. King & Co., the information and exchange agent.

About AMC Networks

AMC Networks owns a suite of popular streaming services (including AMC+, Acorn TV, Shudder, Sundance Now), cable networks (AMC, BBC America, IFC, SundanceTV, We TV), and film/production companies (AMC Studios, RLJE Films). Notable franchises include The Walking Dead Universe and Anne Rice Immortal Universe.

Disclaimer

This article does not constitute an offer to sell or exchange any securities. Investors should read all official filings and consult their advisors before making investment decisions. Forward-looking statements are subject to risks, and actual results may differ. The New Notes are not registered under the Securities Act and may not be offered or sold in the U.S. except as permitted by law.

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