NEW YORK, Feb. 12, 2026 (GLOBE NEWSWIRE) — AMC Networks Inc. (“AMC Networks” or the “Company”) (Nasdaq: AMCX) announced today that it will solicit consents (“Consents”) from the holders of its existing 10.50% Senior Secured Notes due 2032 (the “Notes”) 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 “Proposed Amendments”).
The consent solicitation (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 (the “Consent Solicitation Statement”), 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.
This press release is not a solicitation of consents with respect to the Notes and does not set forth all of the terms and conditions of the Consent Solicitation.
This press release is not an offer to sell or purchase, or a solicitation of an offer to sell or purchase, any other securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.
Any inquiries regarding the Consent Solicitation may be directed to D.F. King & Co., Inc., the Information, Tabulation and Paying Agent for the Consent Solicitation, at [email protected] or (646) 989-1649 (collect) or (800) 967-7510 (toll free), or to J.P. Morgan Securities LLC, the Solicitation Agent for the Consent Solicitation, at (212) 834-3554 (collect) or (866) 834-4666 (toll free).
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 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] |
