The terms and conditions of the Offer are described in an Offer to Purchase, dated June 17, 2025 (as amended and supplemented by this news release, the "Offer to Purchase"), which was previously distributed to holders of the Notes. As set forth in the Offer to Purchase, the Company reserves the right to (i) waive any and all conditions to the Offer as permitted by law, (ii) extend or terminate the Offer or (iii) otherwise amend the Offer. The following table sets forth certain terms of the Offer and the agg ...

Core Viewpoint - AMC Networks Inc. plans to offer $400 million in senior secured notes due 2032 to fund a tender offer and manage corporate debt [1][2]. Group 1: Offering Details - The company intends to offer $400 million aggregate principal amount of senior secured notes in a private offering [1]. - The notes will be guaranteed by existing and future domestic subsidiaries of AMC Networks on a senior secured basis [1]. - The offering is subject to market conditions and will be made under an exemption from the Securities Act of 1933 [3]. Group 2: Use of Proceeds - Net proceeds from the notes offering will be used to fund a tender offer to purchase up to $450 million of outstanding 4.25% Senior Notes due 2029 [2]. - Proceeds will also cover related premiums, fees, and expenses associated with the offering and the tender offer [2]. - Additional funds will be allocated to repurchase or repay other corporate indebtedness [2]. Group 3: Company Overview - AMC Networks is a prominent player in the TV and film industry, offering a variety of streaming services and cable networks [5]. - The company operates several brands, including AMC+, Acorn TV, Shudder, and Sundance Now, among others [5]. - AMC Networks also has an in-house studio and production operation, known for original franchises like The Walking Dead Universe [5].

Core Viewpoint - AMC Networks Inc. has initiated a cash tender offer to purchase up to $450 million of its outstanding 4.25% Senior Notes due 2029, indicating a strategic move to manage its debt obligations and optimize its capital structure [1][12]. Offer Details - The Offer is set to expire on July 17, 2025, at 5:00 p.m. New York City time, unless extended or terminated earlier by the Company [4]. - The Company plans to fund the Offer using net proceeds from a proposed offering of senior secured notes due 2032, along with cash on hand or other immediately available funds [2][12]. - The total principal amount of the 4.25% Senior Notes due 2029 outstanding is approximately $885.87 million [2]. Consideration Structure - Holders of validly tendered Notes will receive a total consideration of $815 per $1,000 principal amount, which includes an early tender premium of $50 if tendered by July 1, 2025 [2][5]. - Accrued and unpaid interest will also be paid from the last interest payment date to the applicable settlement date [3][6]. Tender Process - Notes can be withdrawn until July 1, 2025, at 5:00 p.m. New York City time, unless extended by the Company [7]. - The Company reserves the right to accept Notes for purchase prior to the expiration date, with an expected early settlement date around July 3, 2025 [8][9]. Conditions and Limitations - The Offer is not conditioned upon a minimum amount of Notes being tendered, but is subject to certain conditions, including the successful raising of $400 million from the senior secured notes offering [12]. - If the total amount of Notes tendered exceeds the maximum tender amount, acceptance may be subject to proration [10]. Company Overview - AMC Networks Inc. operates various streaming services and cable networks, producing acclaimed series and films, and is known for its original franchises like The Walking Dead Universe [15].

Financial Data and Key Metrics Changes - Consolidated net revenue decreased by 7% year over year to $555 million [21] - Consolidated AOI declined by 30% to $104 million, with a margin of 19% [21] - Adjusted EPS was reported at $0.52 [21] - Free cash flow for the quarter was $94 million, on track to achieve approximately $220 million for the full year [20][32] Business Line Data and Key Metrics Changes - Domestic operations revenue decreased by 7% to $486 million, with subscription revenue down by 3% due to a 12% decline in affiliate revenue, partially offset by an 8% growth in streaming revenue [21][22] - Advertising revenue in domestic operations decreased by 15% year over year, primarily due to lower linear ratings [26] - International revenue decreased by 7% to $70 million, with subscription revenue down by 12% due to the non-renewal with Movistar in Spain [28] Market Data and Key Metrics Changes - Streaming subscribers remained flat at 10.2 million compared to the prior year, with a slight decline from 10.4 million at the end of 2024 [24][25] - Advertising revenue from streaming is still in the low single digits but provides incremental revenue opportunities [50] Company Strategy and Development Direction - The company focuses on programming, partnerships, and profitability, emphasizing the generation of free cash flow [6][34] - Plans to launch an ad-supported version of Shudder and a new fast channel, Acorn TV Mysteries, to enhance audience engagement and advertising opportunities [10][12] - The company aims to improve its content distribution ecosystem through partnerships with traditional MVPD distributors [39] Management's Comments on Operating Environment and Future Outlook - Management remains optimistic about the advertising market despite macroeconomic uncertainties, noting strong engagement with advertising partners [26][46] - The company anticipates revenue acceleration from streaming due to pricing actions and content licensing [63] - Management acknowledges challenges in the linear advertising market but believes in the strength of their programming and advanced advertising capabilities [66] Other Important Information - The company ended the quarter with net debt of $1.5 billion and a consolidated net leverage ratio of 2.9 times [30] - The capital allocation philosophy remains focused on supporting the business through compelling programming while maintaining healthy cash flow generation [31] Q&A Session Summary Question: Can you tell us about the streaming subscribers coming in through bundled video packages? - Management expressed satisfaction with the integration with Charter and the anticipated take rates for embedded streaming services [37] Question: Are you seeing any risk of cannibalization on the a la carte side? - Management believes that expanding distribution will create a healthier video ecosystem and additional revenue opportunities [40] Question: How much of your advertising is coming from streaming? - Streaming advertising delivers incremental revenue, and the company is confident in its genre-based services [50] Question: When will you lap the subscription revenue issues from the Spanish drop? - Management indicated that the non-renewal with Movistar occurred at the end of 2024, providing a clean comparison for year-over-year analysis [54] Question: What are your expectations for content spend and content amortization this year? - Management stated that cash content spend is expected to be slightly down, but the volume of productions will remain flat year over year [72]

Core Viewpoint - AMC Networks Inc. reported a decline in financial performance for the first quarter of 2025, with significant decreases in net revenues, operating income, and earnings per share, while maintaining a focus on expanding its streaming services and content offerings [2][5][6]. Financial Highlights - Net revenues for Q1 2025 were $555.2 million, down 6.9% from $596.5 million in Q1 2024 [5]. - Operating income decreased by 41.7% to $64.2 million from $110.2 million year-over-year [5]. - Adjusted operating income fell 29.9% to $104.5 million compared to $149.1 million in the previous year [5]. - Diluted earnings per share (EPS) dropped 67.0% to $0.34 from $1.03, while adjusted EPS decreased 55.2% to $0.52 from $1.16 [5]. - Free cash flow was reported at $94.2 million, a decline of 34.7% from $144.1 million in Q1 2024 [5]. Operational Highlights - The company launched ad-supported AMC+ for Charter customers and expanded its FAST channels business [6]. - "Dark Winds" returned for its third season with approximately 2.2 million viewers on premiere night, leading to increased AMC+ subscriber acquisition [6]. - The Anne Rice Immortal Universe continues to gain momentum with new series launches and renewals [6]. - AMC Networks is enhancing its advertising opportunities, particularly in the horror genre, with the upcoming ad-supported launch of Shudder [6]. Segment Results - Domestic operations reported net revenues of $524.2 million, a decrease of 7.2% from $486.3 million in Q1 2024 [7]. - International segment revenues were $75.6 million, down 7.5% from $69.9 million year-over-year [8]. - Subscription revenues in domestic operations decreased by 3% to $313 million, while streaming revenues increased by 8% to $157 million [9]. Changes in Subscriber Reporting - The company updated its definition of "streaming subscribers" to include only those who register on an a la carte basis, resulting in a slight decline in reported subscribers to 10.2 million as of March 31, 2025, compared to 10.4 million at the end of 2024 [9][11]. Stock Repurchase Program - The Board of Directors authorized a stock repurchase program of up to $1.5 billion, with $135 million remaining for repurchase as of March 31, 2025 [18].