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EX-99.5 - EX-99.5 - AMC Networks Inc. | y91900exv99w5.htm |
EX-99.2 - EX-99.2 - AMC Networks Inc. | y91900exv99w2.htm |
EX-99.4 - EX-99.4 - AMC Networks Inc. | y91900exv99w4.htm |
EX-99.1 - EX-99.1 - AMC Networks Inc. | y91900exv99w1.htm |
EX-99.3 - EX-99.3 - AMC Networks Inc. | y91900exv99w3.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 28, 2011
June 28, 2011
AMC NETWORKS INC.
(Exact name of registrant as specified in its charter)
Delaware | No. 1-35106 | No. 27-5403694 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
11 Penn Plaza | ||
New York, NY | 10001 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 324-8500
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 | Entry into a Material Definitive Agreement. |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
7.75% Senior Notes due 2021
On June 30, 2011 (the Closing Date), AMC Networks Inc. (AMC Networks) issued $700 million
in aggregate principal amount of its 7.75% Senior Notes due 2021 (the Notes) to CSC Holdings, LLC
(CSC Holdings), as partial consideration for the transfer to AMC Networks of the AMC Networks
business on June 6, 2011. The transfer was made pursuant to the Contribution Agreement, dated as
of June 6, 2011 (the Contribution Agreement), among AMC Networks, CSC Holdings and Cablevision
Systems Corporation (Cablevision), and was in connection with the spin-off of AMC Networks from
Cablevision (the Spin-Off), which was completed on June 30, 2011.
CSC Holdings, which was until the Spin-Off the direct parent of AMC Networks, transferred the
Notes on the Closing Date to Merrill Lynch, Pierce, Fenner & Smith Incorporated and JPMorgan Chase
Funding Inc. (the Selling Noteholders), in satisfaction and discharge of certain existing debt of
CSC Holdings. Pursuant to a Purchase Agreement, dated as of June 22, 2011, among the Company, the
Selling Noteholders and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities LLC, as representatives of the initial purchasers (the Initial Purchasers), the
Selling Noteholders sold the Notes on the Closing Date to Merrill Lynch, Pierce, Fenner & Smith
Incorporated and J.P. Morgan Securities LLC, as representatives of the initial purchasers (the
Initial Purchasers) in connection with the offering of the Notes (the Offering) to qualified
institutional buyers under Rule 144A of the Securities Act of 1933 (the Securities Act) and to
non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
The Notes were issued under an indenture dated as of June 30, 2011 (the Indenture), among
AMC Networks, certain of its subsidiaries, as Guarantors, and U.S. Bank National Association, as
trustee.
Interest on the Notes accrues at the rate of 7.75% per annum and is payable semi-annually in
arrears on January 15 and July 15 of each year, commencing on January 15, 2012. The Notes mature on
July 15, 2021.
The Notes may be redeemed, in whole or in part, at any time on or after July 15, 2016, at a
redemption price equal to 103.875% of the principal amount thereof (plus accrued and unpaid
interest thereon, if any, to the date of such repurchase), declining annually to 100% of the
principal amount thereof (plus accrued and unpaid interest thereon, if any, to the date of such
repurchase) beginning on July 15, 2019.
In addition, if AMC Networks experiences a Change of Control (as defined in the Indenture),
the holders of the Notes may require AMC Networks to repurchase for cash all or a portion of their
Notes at a price equal to 101% of the principal amount thereof (plus accrued and unpaid interest
thereon, if any, to the date of such repurchase).
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The notes are guaranteed on a senior unsecured basis by each of AMC Networks existing and
future domestic restricted subsidiaries (the Subsidiary Guarantors), subject to certain
exceptions.
The Indenture contains certain affirmative and negative covenants applicable to AMC Networks
and its restricted subsidiaries. These include restrictions on AMC Networks ability to incur
additional indebtedness, make investments in entities that are not Restricted Subsidiaries (as
defined in the Indenture), place liens on its assets, enter into certain affiliate transactions and
make certain restricted payments, including restrictions on AMC Networks ability to pay
dividends on its common stock.
The Indenture has been filed as Exhibit 99.1 to this Current Report on Form 8-K and the
description of the Indenture contained herein is qualified in its entirety by reference to the
Indenture, which is incorporated into this Item 1.01 by reference.
In connection with the Offering, AMC Networks entered into the registration rights agreement,
dated as of June 30, 2011 (the Registration Rights Agreement), among AMC Networks, the Subsidiary
Guarantors and the Initial Purchasers, pursuant to which AMC Networks agreed to file a registration
statement with the Securities and Exchange Commission (the SEC) with respect to an offer to
exchange the Notes for registered notes which will have terms identical in all material respects to
the Notes except that the registered notes will not contain terms that provide for restrictions on transfer, and use
its commercially reasonable best efforts to cause the exchange offer registration statement to be
declared effective by the SEC by July 1, 2012. In certain circumstances, AMC Networks may be
required to file a shelf registration statement with the SEC registering the resale of the Notes by
the holders thereof, in lieu of an exchange offer to such holders. AMC Networks will be required
to pay specified additional interest on the Notes if it fails to comply with its registration
obligations under the Registration Rights Agreement.
The Registration Rights Agreement has been filed as Exhibit 99.2 to this Current Report on
Form 8-K and the description of the Registration Rights Agreement contained herein is qualified in
its entirety by reference to the Registration Rights Agreement, which is incorporated into this
Item 1.01 by reference.
Senior Secured Credit Facility
On June 30, 2011, AMC Networks, as Borrower, and certain of its subsidiaries, as restricted
subsidiaries, entered into a Credit Agreement (the Credit Agreement) with JPMorgan Chase Bank,
National Association, as Administrative Agent, Collateral Agent and L/C Issuer, the lenders party
thereto and the other financial institutions party thereto.
The Credit Agreement provides AMC Networks with senior secured credit facilities consisting of
a $1,130 million Term Loan A Facility (the Term A Facility), a $595 million Term Loan B Facility
(the Term B Facility) and a $500 million revolving credit facility (the Revolving Facility).
On the Closing Date, AMC Networks issued approximately $577 million of borrowings under the Term B
Facility (the Contribution Loans) to CSC Holdings as partial consideration for the transfer to
AMC Networks of the AMC Networks business on June 6, 2011
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pursuant to the Contribution Agreement.
Pursuant to separate Payment in Satisfaction of Revolving Loan Agreements, dated as of June 22,
2011, between CSC Holdings and each of the Selling Noteholders, CSC Holdings transferred the
Contribution Loans to the Selling Noteholders in satisfaction and discharge of certain existing
debt of CSC Holdings. The Revolving Facility was not drawn upon on the Closing Date.
Borrowings under the Credit Agreement bear interest at a floating rate, which at the option of
AMC Networks may be (1) for the Term A Facility and the Revolving Facility, either (a) a base rate
plus an additional rate ranging from 0.50% to 1.25% per annum (determined based on a cash flow
ratio), or (b) a Eurodollar rate plus an additional rate ranging from 1.50% to 2.25% per annum
(determined based on a cash flow ratio), and (2) for the Term B Facility, either (a) 2.00% per
annum above the base rate, or (b) 3.00% per annum above a Eurodollar rate (and subject to a LIBOR
floor of 1.00% per annum).
The Credit Agreement requires AMC Networks to pay a commitment fee of between 0.25% and 0.50%
(determined based on a cash flow ratio) in respect of the average daily unused commitments under
the Revolving Facility. AMC Networks is also required to pay customary letter of credit fees, as
well as fronting fees, to banks that issue letters of credit pursuant to the Credit Agreement.
All obligations under the Credit Agreement are guaranteed by certain of AMC Networks existing
and future domestic restricted subsidiaries in accordance with the Credit Agreement. All obligations under the Credit Agreement,
including the guarantees of those obligations, are secured by certain assets of AMC Networks and
these subsidiaries.
The Credit Agreement contains certain affirmative and negative covenants similar to those
contained in the Indenture and also requires AMC Networks to comply with the following financial
covenants: (i) a maximum ratio of net debt to annual operating cash flow (each defined in the
Credit Agreement) of 7.00:1 initially, and decreasing in increments to 5.50:1 for periods on and
after January 1, 2015; and (ii) a minimum ratio of annual operating cash flow to annual total
interest expense (as defined in the Credit Agreement) of 2.50:1 initially, increasing to 2.75:1 for
periods on and after January 1, 2014.
The Credit Agreement has been filed as Exhibit 99.3 to this Current Report on Form 8-K and the
description of the Credit Agreement contained herein is qualified in its entirety by reference to
the Credit Agreement, which is incorporated into this Item 1.01 by reference.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 28, 2011, the following persons were elected as directors of AMC Networks effective at
the time of the distribution by Cablevision Systems Corporation (Cablevision) of all of the
common stock of AMC Networks to the stockholders of Cablevision (the Distribution):
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Elected by the holder of AMC Networks Class A Common Stock:
| Neil Ashe | ||
| Alan D. Schwartz | ||
| Leonard Tow | ||
| Robert Wright |
Elected by the holder of AMC Networks Class B Common Stock:
| William J. Bell | ||
| Charles F. Dolan | ||
| James L. Dolan | ||
| Kristin A. Dolan | ||
| Patrick F. Dolan | ||
| Thomas C. Dolan | ||
| Marianne Dolan Weber | ||
| Brian G. Sweeney |
Information concerning these individuals, including biographies and compensation information,
is included in AMC Networks Form 10 registration statement filed with the Securities and Exchange
Commission (the SEC). Such information is incorporated by reference into this Form 8-K.
Messrs. Ashe, Tow (Chairman) and Wright have been appointed to serve as members of the Audit
Committee of the AMC Networks Board of Directors. The Board of Directors has determined that each
member of the Audit Committee is independent within the meaning of the rules of both The NASDAQ
Stock Market LLC and the SEC, has not participated in the preparation of the financial statements
of AMC Networks or any current subsidiary of AMC Networks at any time during the past three years,
is able to read and understand fundamental financial statements, including balance sheets, income
statements and cash flow statements, and is an audit committee financial expert within the
meaning of the rules of the SEC.
Messrs. Ashe (Chairman) and Tow have been appointed to serve as members of the Compensation
Committee of the AMC Board of Directors. The Board of Directors has determined that each member of
the Compensation Committee is independent under the rules of The NASDAQ Stock Market LLC.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 28, 2010, AMC Networks filed its amended and restated certificate of incorporation
which, among other things, effected a reclassification of its common stock so that its outstanding
common stock was reclassified into 57,813,256.75 shares of Class A Common Stock and 13,534,418.25
shares of Class B Common Stock. The amended and restated
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certificate of incorporation, including
such reclassification information, has been filed as Exhibit 99.4 to this Form 8-K.
On June 30, 2010, AMC Networks amended and restated by-laws became effective. The amended
and restated by-laws have been filed as Exhibit 99.5 to this Form 8-K.
Item 8.01 | Other Events. |
On June 30, 2011, Cablevision effected the distribution of all of AMCs outstanding common
stock. In the Distribution, each holder of Cablevision NY Group Class A Common Stock of record as
of the close of business, New York City time, on June 16, 2011 (the record date), received one
share of AMC Class A Common Stock for every four shares of Cablevision NY Group Class A Common
Stock held on the record date. Each record holder of Cablevision NY Group Class B Common Stock
received one share of AMC Class B Common Stock for every four shares of Cablevision NY Group
Class B Common Stock held on the record date. In the Distribution, an aggregate of
57,813,256.75 shares of AMC Class A Common Stock and 13,534,418.25 shares of AMC Class B Common
Stock were issued.
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Item 9.01 | Financial Statements and Exhibits |
(d)
99.1 Indenture, dated June 30, 2011, between AMC Networks Inc., the subsidiaries of AMC
Networks named therein, as Guarantors, and U.S. Bank National Association, as Trustee.
99.2 Registration Rights Agreement dated June 30, 2011 between AMC Networks Inc., the
subsidiaries of AMC Networks named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated
and J.P. Morgan Securities LLC, as representatives of the several initial purchasers.
99.3 Credit Agreement dated June 30, 2011 among AMC Networks Inc., as the Borrower, certain
subsidiaries of AMC Networks named therein, as restricted subsidiaries, JPMorgan Chase Bank,
National Association, as Administrative Agent, Collateral Agent and L/C Issuer, the lenders party
thereto and the other financial institutions party thereto.
99.4 Amended and Restated Certificate of Incorporation of AMC Networks Inc.
99.5 Amended and Restated By-Laws of AMC Networks Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMC NETWORKS INC. (Registrant) |
||||
By: | /s/ Joshua W. Sapan | |||
Name: | Joshua W. Sapan | |||
Title: | President and Chief Executive Officer | |||
Dated: July 1, 2011
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