SEC Comment Letter for AMC Networks Inc. (AMCX) (CIK 0001514991) (AMCX) — Apr 27, 2011
AMC Networks Inc. (AMCX) (CIK 0001514991)
Date: April 27, 2011 · CIK: 0001514991 · Accession: 0000000000-11-026197
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35106
Referenced dates: April 8, 2011
Letter
April 27, 2011 Mr. Joshua W. Sapan President and Chief Executive Officer AMC Networks Inc. 11 Penn Plaza New York, NY 10001 Re: AMC Networks Inc. Amendment #1 to Form 10-12B Filed April 21, 2011 File No. 001-35106
Dear Mr. Sapan:
We have reviewed your amended Form 10 and have the following comments. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. Please respond to this letter by amendi ng your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and ci rcumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Management’s Discussion And Analysis Of Fi nancial Condition And Results Of Operations, page 56
1. We note your response to comment 10 from our letter dated Apr il 8, 2011. While the reference to the safe harbor is permitte d in the information statement provided by Cablevision to its shareholders, it is not permitted in the Form 10 filed by AMC Networks, Inc. Please revise to rem ove the reference from the Form 10. Comparison of Consolidated Year Ended December 31, 2010…, page 65
2. We note your response to comment 13 from our letter dated April 8, 2011. Revise each of the segment discussions to furthe r explain the underlying causes of material line item shifts. For example, your discussi on of the increase in fiscal 2010 National
Mr. Joshua W. Sapan AMC Networks Inc. April 27, 2011 Page 2 Networks revenue does not e xplain why you were able to charge higher prices for advertising and why your contr actual affiliation rates increased. As another example, you provide little narrative disclosure rega rding the net increase in fiscal 2010 International and Other technical and operati ng expenses. These are just examples. Liquidity and Capital Resources, page 79
3. Per comment 17 from our letter dated April 8, 2011, supplement your revised disclosure to indica te the amount of contractual debt obligations the company was solely responsible for before the spin-off. Executive Compensation, page 89
Key Elements of 2011 Expected Comp ensation from the Company, page 96
Restricted Stock Awards and Performance Awards, page 97
4. We note that 2011 restricted stock awards will be based upon the achievement of a target rate growth of AOCF. Please confir m that you will disclose this target growth rate in your 2012 discussion of 2011 compen sation, if material to an overall understanding of the compensation pa id to your named executive officers.
5. We note that your performance awards will be tied to performance measures based solely on the company’s revenues, AOCF and free cash flow results. Please tell us how you will annually evaluate your five-year plan with respect to these financial metrics to determine the amount of awards to make to your named executive officers.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and its management are in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Mr. Joshua W. Sapan AMC Networks Inc. April 27, 2011 Page 3 You may contact Inessa Kessman, Sta ff Accountant, at 202-551-3371 or Dean Suehiro, Staff Accountant, at 202-551-3384 if you have questions regarding comments on the financial statements and related matters. Plea se contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.
Sincerely,
/s/ Larry Spirgel Larry Spirgel
Assistant Director
cc: Via facsimile to (212) 558-3588
Trevor Ogle, Esq. Sullivan & Cromwell LLP
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April 27, 2011 Mr. Joshua W. Sapan President and Chief Executive Officer AMC Networks Inc. 11 Penn Plaza New York, NY 10001 Re: AMC Networks Inc. Amendment #1 to Form 10-12B Filed April 21, 2011 File No. 001-35106 Dear Mr. Sapan: We have reviewed your amended Form 10 and have the following comments. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. Please respond to this letter by amendi ng your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and ci rcumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Management’s Discussion And Analysis Of Fi nancial Condition And Results Of Operations, page 56 1. We note your response to comment 10 from our letter dated Apr il 8, 2011. While the reference to the safe harbor is permitte d in the information statement provided by Cablevision to its shareholders, it is not permitted in the Form 10 filed by AMC Networks, Inc. Please revise to rem ove the reference from the Form 10. Comparison of Consolidated Year Ended December 31, 2010…, page 65 2. We note your response to comment 13 from our letter dated April 8, 2011. Revise each of the segment discussions to furthe r explain the underlying causes of material line item shifts. For example, your discussi on of the increase in fiscal 2010 National Mr. Joshua W. Sapan AMC Networks Inc. April 27, 2011 Page 2 Networks revenue does not e xplain why you were able to charge higher prices for advertising and why your contr actual affiliation rates increased. As another example, you provide little narrative disclosure rega rding the net increase in fiscal 2010 International and Other technical and operati ng expenses. These are just examples. Liquidity and Capital Resources, page 79 3. Per comment 17 from our letter dated April 8, 2011, supplement your revised disclosure to indica te the amount of contractual debt obligations the company was solely responsible for before the spin-off. Executive Compensation, page 89 Key Elements of 2011 Expected Comp ensation from the Company, page 96 Restricted Stock Awards and Performance Awards, page 97 4. We note that 2011 restricted stock awards will be based upon the achievement of a target rate growth of AOCF. Please confir m that you will disclose this target growth rate in your 2012 discussion of 2011 compen sation, if material to an overall understanding of the compensation pa id to your named executive officers. 5. We note that your performance awards will be tied to performance measures based solely on the company’s revenues, AOCF and free cash flow results. Please tell us how you will annually evaluate your five-year plan with respect to these financial metrics to determine the amount of awards to make to your named executive officers. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and its management are in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Mr. Joshua W. Sapan AMC Networks Inc. April 27, 2011 Page 3 You may contact Inessa Kessman, Sta ff Accountant, at 202-551-3371 or Dean Suehiro, Staff Accountant, at 202-551-3384 if you have questions regarding comments on the financial statements and related matters. Plea se contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions. Sincerely, /s/ Larry Spirgel Larry Spirgel Assistant Director cc: Via facsimile to (212) 558-3588 Trevor Ogle, Esq. Sullivan & Cromwell LLP