Rainbow National Services Announces a Cash Tender Offer for Senior Notes

BETHPAGE, N.Y.--(BUSINESS WIRE)-- 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.

*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.

CONTACT:

Cablevision Systems Corporation
Kim Kerns, 516-803-2351
Vice President, Corporate Comm.
or
Patricia Armstrong, 516-803-2264
Senior Vice President, Investor Relations

KEYWORDS:   United States  North America  New York

INDUSTRY KEYWORDS:   Entertainment  TV and Radio  Technology  Telecommunications  Professional Services  Finance

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