Shearman & Sterling represented the initial purchasers in connection with AMC Networks Inc.’s (AMC) private placement of $700 million of its 7.75% Senior Notes due 2021 and the dealer managers and solicitation agents in connection with Rainbow National Services LLC’s concurrent tender offer and consent solicitation for its existing 10 3/8% Senior Subordinated Notes due 2014. Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC acted as joint bookrunning managers and representatives of the initial purchasers for the notes offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC acted as dealer managers and solicitation agents in connection with the tender offer and consent solicitation.

The notes offering and tender offer were in connection with AMC Networks Inc.’s spin-off from Cablevision Systems Corporation.

The following Shearman & Sterling team advised on these transactions: partners Michael Benjamin (New York–Capital Markets), Robert Evans III (New York–Capital Markets) and Craig Gibian (Washington, DC–Tax); associates Peter A. Saad (Toronto–Capital Markets), Dawei (David) Ni (New York–Capital Markets), Jeffrey Tate (Washington, DC–Tax) and Luna Bloom (New York–Capital Markets).