Rainbow National Services (the "Company”), a subsidiary of Cablevision
Systems Corporation (NYSE: CVC), announced today the commencement of a
cash tender offer (the "Tender Offer”) on the terms set forth in the
table below for all of its outstanding 10 3/8% senior subordinated notes
due 2014 (the "Notes”). The Tender Offer is in connection with the
previously announced leveraged spin-off of AMC Networks Inc. by
Cablevision.
In connection with the Tender Offer, the Company is soliciting consents
from the holders of Notes (the "Consent Solicitation") to certain
proposed amendments to the indenture, dated as of August 20, 2004 (the
"Indenture"), governing the Notes that would eliminate most of the
restrictive covenants and certain events of default, and modify certain
other provisions, contained in the Indenture (the "Proposed
Amendments"). The Proposed Amendments will be affected by a supplement
to the Indenture that is described in more detail in the Company's Offer
to Purchase and Consent Solicitation Statement, dated as of June 15,
2011 (the "Offer to Purchase"). The supplement will not be executed
unless and until the Company has received consents from holders of at
least a majority in aggregate principal amount of the outstanding Notes
(excluding Notes held by the Company or any of its affiliates). Holders
who validly tender their Notes will be deemed to consent to the Proposed
Amendments.
The terms and conditions of the Tender Offer and Consent Solicitation
are described in the Offer to Purchase and related Letter of Transmittal
to be distributed to holders of Notes.
CUSIP Numbers
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Title of Security
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Aggregate Principal Amount Outstanding
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Tender Offer Consideration Per $1,000 Principal Amount
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Early Tender Premium/ Consent Payment Per
$1,000 Principal Amount
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Total Consideration Per $1,000 Principal Amount*
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750829 AB9
(144A)
U74983AB0
(Reg S)
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10 3/8% Senior Subordinated Notes due 2014
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$325,000,000
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$1,029.58
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$10.00
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$1,039.58
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*Includes the applicable early tender premium per $1,000 principal
amount of Notes.
The Tender Offer will expire at 8:00 a.m. New York City time, on July
14, 2011, unless extended or earlier terminated (such time and date, as
the same may be extended, the "Expiration Date”). Holders must validly
tender their Notes prior to 5:00 p.m., New York City time, on June 28,
2011 (the "Early Tender Date”), unless extended, in order to be eligible
to receive the applicable Total Consideration. Holders who validly
tender their Notes after the Early Tender Date but prior to the
Expiration Date and whose Notes are accepted for purchase will receive
the applicable tender offer consideration, namely the Total
Consideration less the Early Tender Premium of $10.00 per $1,000
principal amount of Notes.
Payments of the applicable consideration for the Notes validly tendered
and not validly withdrawn on or prior to the Early Tender Date and
accepted for purchase will be made promptly after the Early Tender Date.
Payments of the applicable consideration for the Notes validly tendered
and not validly withdrawn after the Early Tender Date but on or prior to
the Expiration Date and accepted for purchase will be made promptly
after the Expiration Date. In addition to the applicable consideration,
the Company will pay in cash accrued and unpaid interest on all validly
tendered Notes accepted for purchase in the Tender Offer up to, but not
including, the applicable payment date.
Completion of the Tender Offer will be subject to certain conditions,
including completion of Cablevision’s proposed leveraged spin-off of AMC
Networks Inc., as more fully described in the Offer to Purchase.
BofA Merrill Lynch and J.P. Morgan Securities LLC are acting as Dealer
Managers for the Tender Offer. The Information Agent for the Tender
Offer is MacKenzie Partners Inc. Holders with questions regarding the
tender offer should contact BofA Merrill Lynch, Debt Advisory Services
at (888) 292-0700 (toll free) or (980) 388-9217 (collect) or J.P. Morgan
Securities LLC, Liability Management Group at (800) 245-8812 (toll free)
or (212) 270-1200 (collect). Requests for copies of any Offer to
Purchase or Letter of Transmittal should be directed to the Information
Agent, MacKenzie Partners Inc., at (800) 322-2885 (toll free) or (212)
929-5500 (collect).
None of the Company, the Dealer Managers or the Information Agent is
making any recommendations to holders of Notes as to whether to tender
or refrain from tendering their Notes in the tender offers. Holders of
Notes must decide how many Notes they will tender, if any.
About AMC Networks Inc.
Following the
completion of the spin-off, AMC Networks Inc. will own and operate
several of the most popular and award- winning brands in cable
television. AMC, WE tv, IFC, Sundance Channel and IFC Films produce and
deliver distinctive, compelling and culturally relevant content that
engages audiences across multiple platforms. The company will also
operate AMC/Sundance Channel Global, an international programming
business, and AMC Networks Broadcasting & Technology, a full-service
network programming feed origination and distribution company.
About Cablevision Systems Corporation
Cablevision
Systems Corporation is one of the nation's leading telecommunications,
media and entertainment companies. In addition to delivering its
Optimum-branded cable, Internet, and voice offerings throughout the New
York area, the company owns and operates cable systems serving homes in
four Western states. Cablevision’s local media properties include News
12 Networks, MSG Varsity and Newsday Media Group. Cablevision's assets
also include Clearview Cinemas.
This press release contains statements that constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. 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 entitled "Risk Factors”
and "Management's Discussion and Analysis of Financial Condition and
Results of Operations” contained therein. The Company disclaims any
obligation to update the forward-looking statements contained herein.
Rainbow National Services’ obligation to accept any securities
tendered and to pay the applicable consideration for them is set forth
solely in the Offer to Purchase and related Letter of Transmittal.
This news release is not an offer to purchase or a solicitation of an
acceptance of the tender offers. Rainbow National Services may extend
or, subject to certain conditions, terminate the tender offers at any
time and in its sole discretion.
