SEC Comment Letter for AMC Networks Inc. (AMCX) (CIK 0001514991) (AMCX) — Oct 2, 2017
AMC Networks Inc. (AMCX) (CIK 0001514991)
Date: Oct. 2, 2017 · CIK: 0001514991 · Accession: 0000000000-17-034888
AI Filing Summary & Sentiment
File numbers found in text: 001-35106
Letter
Mail Stop 4628 September 29, 2017 Via E -mail Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks , Inc. 11 Penn Plaza New York, NY 10001
Re: AMC Networks , Inc. 10-K for Fiscal Year Ended December 31, 2016 Filed February 24, 2017 File No. 001-35106
Dear Mr. Sullivan :
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may bette r understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstance s, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. Publicly available information indicates that you have agreements with beIN and OSN to distribute AMC content such as O utdoor Channel and Sundance Channel, and that both beIN and OSN operate in Sudan and Syria. Additionally, you state on page 5 of the 10 -K that you deliver programming in countries in the Middle East and Africa, regions that include Sudan and Syria.
Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan an d Syria, whether through subsidiaries, affiliates, distributors, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, direc tly or indirectly,
Sean S. Sullivan AMC Networks , Inc. September 29 , 2017 Page 2 and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.
2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response t o the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabili ties for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.
We remind you that the company and its manage ment are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mail Stop 4628 September 29, 2017 Via E -mail Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks , Inc. 11 Penn Plaza New York, NY 10001 Re: AMC Networks , Inc. 10-K for Fiscal Year Ended December 31, 2016 Filed February 24, 2017 File No. 001-35106 Dear Mr. Sullivan : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments , we ask you to provide us with information so we may bette r understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstance s, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. Publicly available information indicates that you have agreements with beIN and OSN to distribute AMC content such as O utdoor Channel and Sundance Channel, and that both beIN and OSN operate in Sudan and Syria. Additionally, you state on page 5 of the 10 -K that you deliver programming in countries in the Middle East and Africa, regions that include Sudan and Syria. Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan an d Syria, whether through subsidiaries, affiliates, distributors, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, direc tly or indirectly, Sean S. Sullivan AMC Networks , Inc. September 29 , 2017 Page 2 and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control. 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response t o the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabili ties for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S. - designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria. We remind you that the company and its manage ment are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 - 3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Larry Spirgel Assistant Director Division of Corporation Financ e Chris Wymbs Executive Vice President and Chief Accounting Officer AMC Networks , Inc.