AMC Networks Inc. announced that it will solicit consents from the holders of its existing 10.50% Senior Secured Notes due 2032 to amend the indenture governing the Notes to (1) 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; (2) revise the covenant that limits transfers or licenses of certain trademarks to unrestricted subsidiaries to only permit transfers of non-exclusive licenses; and (3) restrict investments in unrestricted subsidiaries made pursuant to the definition of ?Permitted Investments? to certain specified clauses in such definition. The consent solicitation is being made solely on the terms and subject to the conditions set forth in the consent solicitation statement dated February 12, 2026, copies of which will be made available to holders of the Notes.
Holders of the Notes should carefully read the Consent Solicitation Statement before deciding whether to consent to the Proposed Amendments. The Consent Solicitation will expire at 5:00 p.m., New York City time, on February 23, 2026 (such date and time, as the same may be extended or earlier terminated, the ?Expiration Time?). The deadline for delivering Consents in order to be eligible to receive the Consent Fee will be at 5:00 p.m., New York City time, on February 23, 2026 (such date and time, as the same may be extended, the ?Consent Payment Eligibility Time?).
In order to approve the Proposed Amendments, the Company must receive the Consents of at least a majority in aggregate principal amount of the then outstanding Notes (other than the Notes beneficially owned by the Company or its affiliates) voting as a single class (the ?Requisite Consents?) on or prior to the Expiration Time. The Company intends to execute a supplemental indenture to the Indenture to effect the Proposed Amendments after obtaining the Requisite Consents and satisfaction of the other conditions as set forth in the Consent Solicitation Statement. If all conditions to payment of the Consent Fee (as defined below) are satisfied or waived as described in the Consent Solicitation Statement, the Company will make, or cause to be made, a cash payment (the ?Consent Fee?) to all holders of the Notes who have validly delivered and not validly revoked a Consent on or before the Consent Payment Eligibility Time, such that the aggregate Consent Fee with respect to the holders of the Notes will be $2,000,000, to be allocated pro rata among all such consenting holders of the Notes.
As of the date of the Consent Solicitation Statement, the aggregate principal amount of the Notes outstanding is $400,000,000. Accordingly, the Consent Fee for the Notes may range from $5.00 per $1,000 principal amount if all Holders validly deliver and not revoke a Consent on or prior to the Consent Payment Eligibility Time and approximately $10.00 per $1,000 principal amount if Holders holding only the Requisite Consents validly deliver and not revoke a Consent on or prior to the Consent Payment Eligibility Time. The Company intends to pay the Consent Fee promptly after the Expiration Time.
The Consent Solicitation is conditioned upon the satisfaction of certain conditions set forth in the Consent Solicitation Statement. The Company may generally waive any such condition, in its sole discretion, at any time with respect to the Consent Solicitation.
