Benzinga | Sep 15, 2020 04:35PM EDT

AMC Networks Offers Details Of Planned Modified Dutch Auction Tender Offer

Modified Dutch Auction Tender Offer Details

AMC Networks Inc. plans to commence an offer to purchase up to $250 million in value of Class A Shares at a price per Class A Share of not less than $22.50 and not greater than $26.50. The closing price of the Class A Shares on the Nasdaq Stock Market today was $20.77 per Class A Share. The "modified Dutch auction" tender offer is expected to commence on September 16, 2020, and is intended to expire at 12:00 midnight, New York City time, at the end of Wednesday, October 14, 2020, unless the offer is extended. Tenders of Class A Shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration time, in each case, in accordance with the procedures described in the tender offer materials. The Company intends to pay for the shares repurchased in the tender offer with available cash.

A "modified Dutch auction" tender offer allows stockholders to indicate how much stock and at what price within the specified offer range they wish to tender their stock. Based on the number of Class A Shares tendered and the prices specified by the tendering stockholders, AMC Networks will determine the lowest price per Class A Share within the specified range that will enable it to purchase $250 million of Class A Shares at such price, or such lesser number of Class A Shares that are tendered and not withdrawn (the "Final Purchase Price"), subject to the terms of the tender offer. All Class A Shares purchased by AMC Networks in the tender offer will be purchased at the same price.

If, based on the Final Purchase Price, more than $250 million in value of Class A Shares (or such greater number of Class A Shares as AMC Networks may choose to purchase without amending or extending the tender offer) are properly tendered and not properly withdrawn, AMC Networks will purchase shares tendered at or below the Final Purchase Price on a pro rata basis, subject to certain "odd lot" priority and conditional tender provisions.

Stockholders whose Class A Shares are purchased in the tender offer will be paid the determined purchase price in cash, less any applicable withholding taxes and without interest, after the expiration of the tender offer. The Company believes that the "modified Dutch auction" tender offer provides its stockholders with the opportunity to tender all or a portion of their Class A Shares, and thereby receive a return of some or all of their investment in the Company, if they so elect.

The tender offer will not be contingent upon the receipt of financing or any minimum number of Class A Shares being tendered. However, the tender offer is subject to a number of other terms and conditions, which will be described in detail in the offer to purchase for the tender offer. Specific instructions and a complete explanation of the terms and conditions of the tender offer will be contained in the offer to purchase, the related letter of transmittal and other related materials, which will be mailed to stockholders of record promptly after commencement of the tender offer.

While the Company's Board of Directors has authorized the Company to make the tender offer, neither the Company, its Board of Directors, the joint dealer managers, the information agent, nor the depositary makes any recommendation as to whether to tender or refrain from tendering Class A Shares or as to the price at which to tender them. The Company has not authorized any person to make any such recommendation. Stockholders must make their own decision as to whether to tender their Class A Shares and, if so, how many Class A Shares to tender and the purchase price or purchase prices at which they will tender them. In doing so, stockholders should consult their own financial and tax advisors and read carefully and evaluate the information in the tender offer documents, when available.

The joint dealer managers for the tender offer are BofA Securities, Inc. and Citigroup Global Markets Inc. D.F. King & Co., Inc. is serving as information agent for the tender offer and Equiniti Trust Company is serving as the depositary for the tender offer. Once commenced, for all questions relating to the tender offer, please call 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.