AMC Global Media Inc SC TO-I/A, filed Oct 21, 2020
AMC Global Media Inc. (AMCX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMC NETWORKS INC.
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
00164V103
(CUSIP Number of Class A Common Stock)
James G. Gallagher
11 Penn Plaza
New York, NY 10001
(212) 324-8500
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Robert W. Downes
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
CALCULATION OF FILING FEE
|
| ||
| Transaction Valuation* | Amount Of Filing Fee** | |
| $250,619,160.00 |
$32,517.56 | |
|
| ||
|
| ||
| * | The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $250 million in value of shares of the Class A common stock, par value $0.01 per share, plus $619,160.00 in value of additional shares of Class A common stock, par value $.01 per share, purchased pursuant to the offer. |
| ** | The amount of the filing fee previously paid ($32,450.00), calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $129.80 per million dollars of the initial value of the transaction of $250,000,000.00. The amount of the additional filing fee ($67.56), calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $109.10 per million dollars of the additional value of the transaction of $619,160.00. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $32,450 | Filing Party: | AMC Networks Inc. | |||||||
| Form or Registration No.: | Schedule TO | Date Filed: | September 16, 2020 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission by AMC Networks Inc., a Delaware corporation (“AMC Networks” or the “Company”), on September 16, 2020, as amended and supplemented by Amendment No. 1, filed on September 24, 2020, and Amendment No. 2, filed on October 15, 2020 (as so amended and supplemented, the “Schedule TO”), in connection with the Company’s offer to purchase up to $250 million in value of shares of its Class A common stock, par value $0.01 per share (the “Class A Shares”), at a price not greater than $26.50 nor less than $22.50 per Class A Share, to the seller in cash, less any applicable withholding taxes and without interest.
Only those items amended or supplemented are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 3 together with the Schedule TO, the Offer to Purchase, dated September 16, 2020, and the related Letter of Transmittal.
| ITEM 11. | ADDITIONAL INFORMATION |
Item 11 is hereby amended and supplemented as follows:
On October 21, 2020, AMC Networks issued a press release announcing the final results of the tender offer, which expired at 12:00 Midnight, New York City time, at the end of Wednesday, October 14, 2020. A copy of such press release is filed as Exhibit (a)(5)(xi) to this Amendment No. 3 and is incorporated herein by reference.
| ITEM 12. | EXHIBITS |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
| (a)(5)(xi) |
Press Release, dated October 21, 2020. |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete and correct.
| AMC NETWORKS INC. | ||||||
| By: | /s/ John Hsu | |||||
| Name: | John Hsu | |||||
| Dated: October 21, 2020 | Title: | Executive Vice President and Treasurer | ||||
EXHIBIT INDEX
| (a)(1)(i) |
Offer to Purchase, dated September 16, 2020.* | |
| (a)(1)(ii) |
Form of Letter of Transmittal (including IRS Form W-9).* | |
| (a)(1)(iii) |
Notice of Guaranteed Delivery.* | |
| (a)(1)(iv) |
Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(v) |
Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(vi) |
Letter to Participants in AMC Networks 401(k) Savings Plan.* | |
| (a)(1)(vii) |
Trustee Direction Form for Participants in AMC Networks 401(k) Savings Plan.* | |
| (a)(1)(viii) |
Letter to Stockholders, dated September 24, 2020.* | |
| (a)(2) |
Not applicable. | |
| (a)(3) |
Not applicable. | |
| (a)(4) |
Not applicable. | |
| (a)(5)(i) |
Annual Report on Form 10-K of AMC Networks Inc. for the fiscal year ended December 31, 2019 filed on February 27, 2020 (incorporated by reference to such filing). | |
| (a)(5)(ii) |
Quarterly Report on Form 10-Q of AMC Networks Inc. for the fiscal quarter ended March 31, 2020 filed on May 5, 2020 (incorporated by reference to such filing). | |
| (a)(5)(iii) |
Quarterly Report on Form 10-Q of AMC Networks Inc. for the fiscal quarter ended March 31, 2020 filed on August 5, 2020 (incorporated by reference to such filing). | |
| (a)(5)(iv) |
Current Report on Form 8-K of AMC Networks Inc. filed on March 27, 2020 (incorporated by reference to such filing). | |
| (a)(5)(v) |
Current Report on Form 8-K of AMC Networks Inc. filed on June 17, 2020 (incorporated by reference to such filing). | |
| (a)(5)(vi) |
Current Report on Form 8-K of AMC Networks Inc. filed on July 2, 2020 (incorporated by reference to such filing). | |
| (a)(5)(vii) |
Current Report on Form 8-K of AMC Networks Inc. filed on September 15, 2020 (incorporated by reference to such filing). | |
| (a)(5)(viii) |
Press Release, dated September 15, 2020.* | |
| (a)(5)(ix) |
Summary Advertisement, dated September 16, 2020.* | |
| (a)(5)(x) |
Press Release, dated October 15, 2020.* | |
| (a)(5)(xi) |
Press Release, dated October 21, 2020.** | |
| (d)(i) |
Form of Registration Rights Agreement between AMC Networks Inc. and The Charles F. Dolan Children Trusts (incorporated by reference to Exhibit 3.5 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). | |
| (d)(ii) |
Form of Registration Rights Agreement between AMC Networks Inc. and The Dolan Family Affiliates (incorporated by reference to Exhibit 3.6 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). | |
| (d)(iii) |
Registration Rights Agreement, dated as of June 30, 2011, among AMC Networks Inc., the subsidiary guarantors named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several initial purchasers (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on July 1, 2011). | |
| (d)(iv) |
Form of Standstill Agreement between AMC Networks Inc. and The Dolan Family Group (incorporated by reference to Exhibit 10.5 to the Company’s Amendment No. 5 to Registration Statement on Form 10 filed on June 6, 2011). | |
| (d)(v) |
AMC Networks Inc. Amended and Restated 2016 Employee Stock Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement filed on Schedule 14A filed on May 13, 2020). | |
| (d)(vi) |
AMC Networks Inc. Amended and Restated 2011 Stock Plan for Non-Employee Directors (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on Schedule 14A filed on May 13, 2020). | |
| (g) |
Not applicable. | |
| (h) |
Not applicable. | |
| * | Previously filed. |
| ** | Filed herewith. |
Exhibit (a)(5)(xi)
AMC Networks Announces Final Results
of Modified Dutch Auction Tender Offer
New York, NY – October 21, 2020 – AMC Networks Inc. (“AMC Networks” or the “Company”) (NASDAQ: AMCX) today announced the final results of its modified Dutch auction tender offer, which expired at 12:00 midnight, New York City time, on October 14, 2020.
Based on the final count by Equiniti Trust Company, the depositary for the tender offer (the “Depositary”), AMC Networks has accepted for purchase 10,802,550 shares of its Class A common stock, par value $0.01 per share (the “Class A Shares”), at a price of $23.20 per Class A Share, for an aggregate cost of $250,619,160, excluding fees and expenses relating to the tender offer. The repurchased Class A Shares represent approximately 26.6 percent of the Class A Shares issued and outstanding as of October 13, 2020. Included in the 10,802,550 Class A Shares AMC Networks accepted for purchase in the tender offer are 26,688 Class A Shares that AMC Networks elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding Class A Shares. As AMC Networks accepted for purchase all the Class A Shares that were properly tendered and not properly withdrawn at a price at or below $23.20, there is no proration factor. The Company will pay for the Class A Share repurchases with available cash. The Depositary will promptly pay for all Class A Shares accepted for payment pursuant to the tender offer, and will return all Class A Shares tendered and not purchased in the tender offer.
BofA Securities, Inc. and Citigroup Global Markets Inc. acted as joint dealer managers for the tender offer, D.F. King & Co., Inc. acted as information agent for the tender offer and Equiniti Trust Company acted as the depositary for the tender offer. Stockholders who have questions or would like additional information about the tender offer may contact the information agent, D.F. King & Co., Inc., toll-free at (877) 478-5043; banks and brokers may call D.F. King at (212) 269-5550 or the joint dealer managers, BofA Securities, Inc. and Citigroup Global Markets Inc. at (888) 803-9655 and (877) 531-8365, respectively.
About AMC Networks Inc.
AMC Networks is a global entertainment company known for delivering high-quality content to audiences and a valuable platform to distributors and advertisers. The Company, which operates several of the most recognizable brands in entertainment, manages its business through two operating segments: (i) National Networks, which principally includes AMC, BBC AMERICA, IFC, SundanceTV and WE tv; and AMC Studios, the Company’s television production business; and (ii) International and Other, which principally includes AMC Networks International, the Company’s international programming business; AMC Networks SVOD, the Company’s targeted subscription streaming services, Acorn TV, Shudder, Sundance Now and UMC (Urban Movie Channel); Levity Entertainment Group, the Company’s production services and comedy venues business; and IFC Films, the Company’s independent film distribution business. For more information on AMC Networks, please visit the Company’s website at www.amcnetworks.com.
Forward Looking Statements
This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the
Company and its business, operations, financial condition and the industry in which it operates and the factors described in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein.
Contacts:
| Investor Relations Seth Zaslow (646) 273-3766 seth.zaslow@amcnetworks.com |
Corporate Communications Georgia Juvelis (917) 542-6390 Georgia.juvelis@amcnetworks.com |