AMC Networks Announces Early Tender Results of Any and All Exchange Offer and Consent Solicitation for its 10.25% Senior Secured Notes due 2029

NEW YORK, March 06, 2026 (GLOBE NEWSWIRE) -- AMC Networks Inc. ("AMC Networks" or the "Company") (NASDAQ:AMCX) today announced the early participation and consent results in connection with its previously announced (i) exchange offer (the "Exchange Offer") to Eligible Holders (as defined below) to exchange any and all of its outstanding 10.25% Senior Secured Notes due 2029 (the "Old Notes") for its newly-issued 10.50% Senior Secured Notes due 2032 (the "New Notes"), and (ii) the solicitation of consents (the "Consent Solicitation") from holders of the Old Notes with respect to the amendment (the "Proposed Amendment") to the indenture governing the Old Notes (the "Old Notes Indenture") described below, on the terms and subject to the conditions set forth in a Confidential Offering Memorandum and Consent Solicitation Statement, dated as of February 23, 2026 (the "Offering Memorandum"). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Offering Memorandum.

The Company has been advised that as of 5:00 p.m., New York City time, on March 6, 2026 (the "Early Tender Time"), approximately $830.6 million aggregate principal amount of outstanding Old Notes, representing approximately 95% of the outstanding Old Notes (other than Old Notes beneficially owned by the Company or its affiliates), had been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer, and the corresponding Consents from holders of those Old Notes were delivered (and not validly revoked) pursuant to the Consent Solicitation. The Company has also been advised that as of 5:00 p.m., New York City time, on March 6, 2026, holders of approximately $9.9 million aggregate principal amount of outstanding Old Notes delivered (and did not validly revoke) their Consents without tendering Old Notes (the "Consent Only Option"). Consents from holders of at least a majority in aggregate principal amount of outstanding Old Notes (other than Old Notes beneficially owned by the Company or its affiliates) voting as a single class (the "Requisite Notes Consents") must be delivered and not validly revoked to adopt the Proposed Amendment. Accordingly, as of the Early Tender Time, the Requisite Notes Consents have been delivered.

The Company and the guarantors of the Old Notes expect to enter into a Supplemental Indenture (the "Supplemental Indenture") to the Old Notes Indenture providing for the Proposed Amendment on March 9, 2026. The Proposed Amendment will amend the covenant that limits restricted payments in order to permit buybacks, purchases, redemptions, retirements or other acquisitions of AMC Networks Inc.'s equity interests in an aggregate amount not to exceed $50,000,000. The Supplemental Indenture will be effective immediately upon execution thereof, but the Proposed Amendment will not be operative until the time when all of the Old Notes that have been validly tendered (and not validly withdrawn) prior to the Early Tender Time have been accepted for exchange in accordance with the terms of the Offering Memorandum. The Company expects settlement of the Old Notes validly tendered (and not validly withdrawn) by the Early Tender Time to occur on March 13, 2026 ("Early Settlement Date").

Withdrawal rights for the Exchange Offer expired at 5:00 p.m., New York City time, on March 6, 2026, and, accordingly, Old Notes validly tendered in the Exchange Offer may no longer be withdrawn. In addition, the deadline for holders to deliver their Consents pursuant to the Consent Only Option expired at 5:00 p.m., New York City time, on March 6, 2026. Consents delivered in accordance with the Consent Only Option may be validly revoked at any time at or prior to the time and date on which the Supplemental Indenture is executed (the "Consent Time") and may not be validly revoked at any time after the Consent Time. Holders of Old Notes who validly delivered their Consents pursuant to the Consent Only Option will not receive any consideration for delivering their Consents.

Eligible Holders of the Old Notes who validly tendered (and did not validly withdraw) their Old Notes prior to the Early Tender Time will be entitled to receive the total consideration of $1,065 in aggregate principal amount of New Notes per $1,000 principal amount of Old Notes tendered (the "Total Consideration"), as described in the Offering Memorandum.

Eligible Holders who have not yet tendered or have validly withdrawn their Old Notes have until 5:00 P.M., New York City time, on March 23, 2026, unless extended by the Company (such time and date, as it may be extended, the "Expiration Time") to tender their Old Notes pursuant to the Exchange Offer. Eligible Holders of the Old Notes who validly tender (and do not validly withdraw) their Old Notes after the Early Tender Time but at or prior to the Expiration Time will be entitled to receive exchange consideration of $1,015 in aggregate principal amount of New Notes per $1,000 principal amount of Old Notes tendered (the "Exchange Consideration"), as described in the Offering Memorandum. Such exchanges will be settled promptly by the Company after the Expiration Time, which is expected to occur on March 25, 2026 (the "Final Settlement Date"), assuming the conditions to the Exchange Offer have either been satisfied or waived by the Company at or prior to the Expiration Time.

In addition, the aggregate Total Consideration or aggregate Exchange Consideration, as applicable, will be reduced by an amount equal to the result of (x) the aggregate amount of accrued and unpaid interest due on the New Notes to be issued to Eligible Holders from and including the last interest payment date for the Original 2032 Notes (as defined below) to but not including the applicable Settlement Date (the "New Notes Accrued Interest") less (y) the aggregate amount of accrued and unpaid interest due on the Old Notes validly tendered and accepted by us from and including the last interest payment date for such Old Notes to but not including the applicable Settlement Date (the "Old Notes Accrued Interest" and the difference between the New Notes Accrued Interest and the Old Notes Accrued Interest, the "Net Interest Deduction"). No accrued interest will be paid on Old Notes that are tendered and accepted.

Holders who validly tender their Old Notes after the Early Tender Time will be deemed to consent to the Amendment, and holders may not deliver Consents to the Amendment without validly tendering their Old Notes in the Exchange Offer.

The New Notes will be a further issuance of, and will be in addition to, the 10.50% Senior Secured Notes due 2032 (the "Original 2032 Notes") that the Company issued on July 3, 2025 in the aggregate principal amount of $400 million. The New Notes will be fungible with the Original 2032 Notes and trade under the same CUSIP numbers as the Original 2032 Notes (except that New Notes issued pursuant to Regulation S will trade separately under a different CUSIP number until at least 40 days after the closing date and thereafter, subject to the terms of the Indenture and the applicable procedures of the depositary).

The Exchange Offer and Consent Solicitation, including the Company's acceptance of validly tendered Old Notes and payment of the applicable consideration, is conditioned on the satisfaction or waiver of certain conditions, as described in the Offering Memorandum. The Company may terminate, withdraw, amend or extend the Exchange Offer and/or Consent Solicitation in its sole discretion, subject to certain exceptions.

The Exchange Offer is being made, and the New Notes are being offered and issued, only to holders of Old Notes who are reasonably believed to be (i) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (ii) not U.S. persons (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of U.S. persons, other than a distributor, and are purchasing the New Notes in an offshore transaction in accordance with Regulation S. The holders of Old Notes who are eligible to participate in the Exchange Offer pursuant to the foregoing conditions are referred to as "Eligible Holders." Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer and Consent Solicitation.

J.P. Morgan Securities LLC is acting as lead dealer manager and solicitation agent and Citigroup Global Markets Inc., Fifth Third Securities, Inc., Morgan Stanley & Co. LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc. are acting as co-dealer managers and solicitation agents.

The Offering Memorandum will be distributed only to holders of Old Notes that complete and return a letter of eligibility confirming that they are Eligible Holders. Copies of the eligibility letter are available to holders through the information and exchange agent for the Exchange Offer and Consent Solicitation, D.F. King & Co. Inc., at (800) 967-7510 (U.S. toll-free) or (646) 989-1649 (Banks and Brokers) or [email protected].

The Exchange Offer and Consent Solicitation is made only by, and pursuant to the terms of, the Offering Memorandum, and the information in this news release is qualified by reference thereto.

This press release shall not constitute an offer to sell or the solicitation of an offer to exchange or purchase the New Notes, nor shall there be any offer or exchange of New Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. In addition, this press release is neither an offer to exchange or purchase nor a solicitation of an offer to sell any Old Notes in the Exchange Offer or a solicitation of consents to the Amendment, and this press release does not constitute a notice of redemption with respect to any securities.

The New Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Accordingly, the New Notes are being offered for exchange only to persons reasonably believed to be (i) "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or (ii) not U.S. persons (as defined in Regulation S under the Securities Act) or purchasing for the account or benefit of U.S. persons, other than a distributor, and are purchasing the New Notes in an offshore transaction in accordance with Regulation S.

About AMC Networks

AMC Networks (NASDAQ:AMCX) is home to many of the greatest stories and characters in TV and film and the premier destination for passionate and engaged fan communities around the world. The Company creates and curates celebrated series and films across distinct brands and makes them available to audiences everywhere. Its portfolio includes targeted streaming services AMC+, Acorn TV, Shudder, Sundance Now, ALLBLK, HIDIVE and All Reality; cable networks AMC, BBC AMERICA (which includes U.S. distribution and sales responsibilities for BBC News), IFC, SundanceTV and We TV; and film distribution labels Independent Film Company and RLJE Films. The Company also operates AMC Studios, its in-house studio, production and distribution operation behind acclaimed and fan-favorite original franchises including The Walking Dead Universe and the Anne Rice Immortal Universe; and AMC Networks International, its international programming business.

This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the timing, terms and completion of the Exchange Offer and Consent Solicitation. 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 industries 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 Nicholas Seibert [email protected]

Corporate Communications Georgia Juvelis [email protected]