AMC Networks Announces Consent Solicitation to Amend its Senior Secured Notes due 2032

Rhea-AI Summary

AMC Networks (Nasdaq: AMCX) launched a consent solicitation on Feb 12, 2026 to amend its 10.50% Senior Secured Notes due 2032.

The Proposed Amendments would permit up to $50,000,000 of equity buybacks/acquisitions, limit trademark transfers to non-exclusive licenses, and narrow permitted unrestricted subsidiary investments. The solicitation expires Feb 23, 2026; $400,000,000 principal of Notes are outstanding. A pro rata $2,000,000 aggregate consent fee will be paid to consenting holders if conditions are met.

Positive

• Permits up to $50,000,000 in equity buybacks/acquisitions
• Aggregate $2,000,000 consent fee to incentivize holder approval
• $400,000,000 notes outstanding gives clear consent base

Negative

• Consent fee creates immediate $2.0M cash obligation if paid
• Proposed amendment reduces trademark transfer restrictions to non-exclusive licenses

News Market Reaction – AMCX

-2.27%

5 alerts

-2.27% Session close to close

$346.69M Market Cap

0.1x Rel. Volume

In the Feb 12 session, AMCX declined 2.27%, reflecting a moderate negative market reaction. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a consent solicitation to amend covenants on AMC Networks’ 10.50% Senior S...

Analysis

This announcement details a consent solicitation to amend covenants on AMC Networks’ 10.50% Senior Secured Notes due 2032. The company seeks flexibility for up to $50,000,000 in equity buybacks and tighter controls on trademark transfers and investments in unrestricted subsidiaries across $400,000,000 of notes. In the context of recent debt refinancings and earnings trends, investors may watch whether noteholders grant the required majority consents and how actively the company uses the expanded repurchase capacity.

Key Figures

Coupon rate: 10.50% Equity buyback cap: $50,000,000 Consent fee pool: $2,000,000 +4 more

7 metrics

Coupon rate 10.50% Senior Secured Notes due 2032

Equity buyback cap $50,000,000 Maximum aggregate equity repurchases under amended restricted payments covenant

Consent fee pool $2,000,000 Aggregate cash Consent Fee to be paid to consenting noteholders

Notes principal $400,000,000 Aggregate principal amount of 10.50% Senior Secured Notes outstanding

Low consent fee $5.00 per $1,000 Per-$1,000 Consent Fee if all holders deliver valid Consents

High consent fee $10.00 per $1,000 Approximate per-$1,000 Consent Fee if only Requisite Consents participate

Consent deadline 5:00 p.m. Feb 23, 2026 Expiration Time for Consent Solicitation, New York City time

Historical Context

4 past events · Latest: Jan 28 (Neutral)

Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Jan 28	Earnings call date	Neutral	-0.6%	Scheduled Q4 and full-year 2025 earnings release and conference call.
Jan 22	CFO departure	Negative	+0.1%	Announcement of CFO Patrick O’Connell leaving for another opportunity.
Nov 07	Q3 2025 earnings	Negative	+3.7%	Reported Q3 revenue and income declines alongside streaming growth metrics.
Oct 16	Earnings call date	Neutral	-0.5%	Announcement of upcoming Q3 2025 results and webcast details.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent AMCX news shows mixed alignment between headline tone and price moves, with fundamental updates sometimes met by price reactions that diverge from the apparent sentiment.

Recent Company History

Over the last several months, AMC Networks has focused on earnings visibility, capital structure and leadership changes. It reported Q3 2025 results on Nov 7, 2025, showing year-over-year declines in revenue and profitability but a modestly positive share reaction of 3.72%. The company has repeatedly scheduled earnings calls in advance, with neutral price moves following those announcements. A key management change came with the CFO departure disclosed on Jan 22, 2026. Today’s consent solicitation around its 10.50% Senior Secured Notes fits into this broader pattern of balance sheet and governance-related actions.

Key Terms

senior secured notes, indenture, restricted payments, unrestricted subsidiaries, +3 more

7 terms

senior secured notes financial

"10.50% Senior Secured Notes due 2032 (the “Notes”)"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

indenture regulatory

"amend the indenture governing the Notes to (1) amend the covenant"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

restricted payments financial

"amend the covenant that limits restricted payments in order to permit buybacks"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

unrestricted subsidiaries financial

"transfers or licenses of certain trademarks to unrestricted subsidiaries"

A company’s unrestricted subsidiaries are units that the parent treats as legally separate and does not bind to its debt covenants or other lender-imposed rules. Think of them as rooms in a house the owner can renovate or rent out without asking mortgage lenders; that freedom can let the parent pursue opportunities but can also shift risk away from creditors and change the parent’s reported leverage, so investors watch them for hidden liabilities and impacts on credit protection.

consent solicitation regulatory

"The consent solicitation (the “Consent Solicitation”) is being made solely"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

supplemental indenture regulatory

"intends to execute a supplemental indenture to the Indenture to effect"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

aggregate principal amount financial

"the aggregate principal amount of the Notes outstanding is $400,000,000"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 amcx@dfking.com 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 nicholas.seibert@amcnetworks.com

Corporate Communications Georgia Juvelis georgia.juvelis@amcnetworks.com

FAQ

What is AMC Networks (AMCX) asking noteholders to approve by Feb 23, 2026?

AMC Networks seeks consent to amend covenants on its 10.50% notes due 2032 to permit buybacks and change license rules. According to the company, the Proposed Amendments would allow up to $50,000,000 in equity buybacks, narrow permitted investments, and restrict trademark transfers to non-exclusive licenses.

How much are the Consent Fees for AMCX noteholders and how are they paid?

The company will pay an aggregate $2,000,000 Consent Fee pro rata to qualifying consenting holders. According to the company, the fee is allocated among holders who validly deliver Consents by the Consent Payment Eligibility Time and is paid promptly after the solicitation expires.

What principal amount of AMCX notes is outstanding and what consent threshold is required?

As of Feb 12, 2026, $400,000,000 aggregate principal amount of the Notes are outstanding. According to the company, approval requires Consents from a majority in aggregate principal amount of outstanding Notes (excluding company-held Notes).

How will the Proposed Amendments change AMC Networks' trademark transfer restrictions?

The Proposed Amendments would limit transfers/licenses of certain trademarks to only non-exclusive licenses to unrestricted subsidiaries. According to the company, this revision narrows the previous covenant by disallowing exclusive transfers of specified trademarks to unrestricted subsidiaries.

When must AMCX noteholders deliver Consents to be eligible for the Consent Fee?

Noteholders must validly deliver and not revoke Consents by 5:00 p.m. New York City time on Feb 23, 2026 to be eligible. According to the company, that deadline is the Consent Payment Eligibility Time and may be extended or earlier terminated.