Rainbow National Services Announces Early Tender Offer Results
BETHPAGE, N.Y.--(BUSINESS WIRE)-- Rainbow National Services LLC (the “Company”), a subsidiary of Cablevision Systems Corporation (NYSE: CVC), announced today that as of 5:00 p.m., New York City time on June 28, 2011 (the “Early Tender Date”), the principal amount of notes listed in the table below has been tendered in connection with its previously announced cash tender offer 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.
| CUSIP Number |
Title of Security |
Aggregate |
Principal Amount |
||||||
| 750829 AB9 (144A)
U74983AB0 (Reg S) |
10 3/8% Senior Subordinated |
$325,000,000 | $325,000,000 |
The terms and conditions of the tender offer are described in the Offer to Purchase and related Letter of Transmittal, dated June 15, 2011, distributed to holders of the Notes.
Holders who validly tendered their Notes on or before the Early Tender Date and whose Notes are accepted for purchase will receive a total consideration of $1,039.58 per $1,000 principal amount of Notes, including an early tender premium of $10.00 per $1,000 principal amount of Notes (the “Early Tender Premium”), subject to the terms and conditions set forth in the Offer to Purchase and related Letter of Transmittal.
In connection with its acceptance of Notes validly tendered before the Early Tender Date, the Company expects to enter into a supplemental indenture, to be dated as of June 30, 2011 (the “Supplemental Indenture”), among the Company, RNS Co-Issuer Corporation, the subsidiaries of the Company named as guarantors therein and Bank of New York Mellon, as trustee. The Supplemental Indenture will amend the existing indenture under which the Notes have been issued by eliminating substantially all of the restrictive covenants and certain events of default contained in such indenture and in the Notes. Entry into the Supplemental Indenture is a condition to the Company’s obligation to accept for purchase and pay for any Notes tendered in the tender offer. The receipt of consents in the consent solicitation from holders of Notes representing more than 50% of the outstanding principal amount of Notes is required for the entry into and effectiveness of the Supplemental Indenture.
Payments of the applicable consideration for the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date and accepted for purchase are expected to be made on or about June 30, 2011. 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) 292-0070 (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). Bank of New York Mellon is the Depositary for the tender offer.
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 Internet Networks Telecommunications Professional Services Finance
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