UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
Transaction Statement under Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 thereunder
Rule 13e-3 Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934
RLJ Entertainment, Inc.
(Name of the Issuer)
RLJ Entertainment, Inc.
AMC Networks Inc.
Digital Entertainment Holdings LLC
River Merger Sub Inc.
(Names of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74965F203
(CUSIP Number)
| RLJ Entertainment, Inc. 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 (301) 608-2115 |
AMC Networks Inc. 11 Penn Plaza New York, NY 10001 (212) 324-8500 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of the Persons Filing Statement)
Copies to:
| Clifford E. Neimeth, Esq. Greenberg Traurig, LLP New York, NY 10166 |
Brian Hamilton, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 |
This statement is filed in connection with (check the appropriate box):
| ☒ | a |
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
| ☐ | b |
The filing of a registration statement under the Securities Act of 1933. | ||
| ☐ | c |
A tender offer | ||
| ☐ | d |
None of the above | ||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Calculation of Filing Fee
| Transactional Valuation* | Amount of Filing Fee** | |
|
$64,470,874 |
$8,026.62 |
| * | The transaction value was determined based upon the sum of (A) the product of the number of shares equaling (i) 15,614,607 shares of common stock outstanding as of August 23, 2018 (including 104,368 shares of restricted common stock) minus (ii) the 11,477,085 shares of common stock beneficially owned in the aggregate by the AMC Entities and the Johnson Entities, multiplied by the per share merger consideration of $6.25, plus (B) the product of 1,400,000 shares of common stock underlying stock options, multiplied by $3.42 (the difference between the per share merger consideration of $6.25 and the weighted average exercise price of such options), plus (C) the product of 654,961 restricted stock units multiplied by the per share merger consideration of $6.25, plus (D) the product of 431,250 shares of performance stock units multiplied by the per share merger consideration of $6.25, plus (E) the product of (i) $7.81 multiplied by (ii) 3,021,473 shares of common stock issuable upon conversion of the shares of preferred stock (excluding the shares of preferred stock owned by the AMC Entities) plus (F) the product of 751,166 shares of restricted common stock issued upon the exercise of the warrants with an initial exercise date of May 20, 2015 (excluding warrants owned by the AMC Entities and the Johnson Entities), multiplied by the excess, if any, of (i) the per share merger consideration of $6.25 minus (ii) the exercise price per share of such warrants. |
| ** | The amount of the filing fee is calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2018. The fee is calculated by multiplying 0.0001245 by the proposed maximum aggregate value of the transaction of $64,470,874. |
| ☒ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $8,026.62 | Filing Party: RLJ Entertainment, Inc. | |
| Form or Registration No.: Schedule 14A | Date Filed: August 28, 2018 | |
NEITHER THE U.S. SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INTRODUCTION
This Transaction Statement on Schedule 13E-3, together with the exhibits attached hereto (this “Schedule 13E-3”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person” and collectively, the “Filing Persons”): (i) RLJ Entertainment, Inc., a Nevada corporation (the “Company” or “RLJE”), the issuer of the common stock, par value $0.001 per share (the “Common Stock”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act, (ii) AMC Networks Inc., a Delaware corporation (“AMC”), (iii) Digital Entertainment Holdings LLC, a Delaware limited liability company (“Parent” or “DEH”), and (iv) Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”, and collectively with AMC and DEH, the “AMC Entities”).
This Schedule 13E-3 is being filed in connection with the pending acquisition of RLJE pursuant to the Agreement and Plan of Merger, entered into on July 29, 2018 (the “Merger Agreement”), by and among RLJE, AMC (solely for the purposes of Section 10.7 thereof), Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time, except for certain excluded shares (which include shares beneficially owned by the AMC Entities), will be automatically converted into the right to receive $6.25 in cash without interest (the “Per Share Merger Consideration”). The Merger Agreement also includes provisions for the payment at the Effective Time of consideration, calculated based on the amount of the Per Share Merger Consideration, to the holders of outstanding RLJE preferred stock who elect to receive such cash consideration and holders of warrants to purchase Common Stock, except for certain excluded shares (which include shares beneficially owned by the AMC Entities). Such holders of outstanding RLJE preferred stock will be entitled to receive $7.81 per underlying share of Common Stock, in accordance with the terms of the RLJE preferred stock, if they elect cash as their consideration. Such holders of outstanding warrants will be paid the difference between $6.25 and the per share exercise price of their warrants.
Simultaneously with the execution of the Merger Agreement, DEH entered into separate arrangements with RLJ SPAC Acquisition, LLC, a Delaware limited liability company, The RLJ Companies, LLC, a Delaware limited liability company, and Robert L. Johnson (together with RLJ SPAC Acquisition, LLC and The RLJ Companies, LLC, the “Johnson Entities”) related to the contribution of their RLJE securities to DEH immediately prior to the Merger and their vote for and support of the Merger. As of August 28, 2018, the Johnson Entities own approximately 43.5% of the issued and outstanding Common Stock. Upon completion of the Merger, RLJE will become a majority owned subsidiary of each of AMC and Parent, with the Johnson Entities owning a stake of 17% in RLJE.
Concurrently with the filing of the Schedule 13E-3, RLJE is filing with the SEC a preliminary proxy statement (the “Preliminary Proxy Statement”) pursuant to Regulation 14A under the Exchange Act, relating to a special meeting of RLJE’s stockholders (the “Special Meeting”) at which the holders of Common Stock will be asked to consider and vote on a proposal to approve the Merger Agreement. A copy of the Preliminary Proxy Statement is attached hereto as Exhibit (a)(2)(i), and a copy of the Merger Agreement is attached as Annex A to the Preliminary Proxy Statement (as well as Exhibit (d)(i) to the Schedule 13E-3). Concurrently with the filing of the Schedule 13E-3, the Johnson Entities are also filing a Transaction Statement on Schedule 13E-3.
The Special Committee of the Board of Directors of RLJE has (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of RLJE and its stockholders (other than AMC, the Johnson Entities and their respective affiliates); (b) adopted the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger; (c) directed that the Merger Agreement be submitted by RLJE for approval by the stockholders of RLJE at the Special Meeting; and (d) recommended that the stockholders of RLJE vote affirmatively at the Special Meeting to approve the Merger Agreement.
The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Preliminary Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information set forth in the Preliminary Proxy Statement, including all annexes attached thereto, is incorporated in its entirety herein by reference, and the responses to each such item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Preliminary Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Preliminary Proxy Statement. As of the date hereof, the Preliminary Proxy Statement is in preliminary form and is subject to completion and/or amendment.
While each of the Filing Persons acknowledges that the Merger is a “going- private” transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person.
All information contained in this Schedule 13E-3 concerning any Filing Person has been provided by such Filing Person, and no Filing Person has produced any disclosure with respect to any other Filing Person.
Under the SEC rules governing “going private” transactions, each of the Filing Persons may be deemed to be an affiliate of the Company and engaged in a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act. This filing is being made only in response to the SEC’s suggestion that certain of the Filing Persons may be “affiliates” within the meaning of Rule 13e-3. The fact of this filing is not intended to and does not express the view of any Filing Person as to its legal relationships or its engagement in the transactions contemplated by the Merger Agreement.
TRANSACTION STATEMENT
Item 1. Summary Term Sheet
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
Item 2. Subject Company Information
| a) | Name and Address |
The name of the subject company is RLJ Entertainment, Inc., a Nevada corporation (“RLJE” or the “Company”). Its principal executive office is located at 8515 Georgia Avenue, Suite 650, Silver Spring, Maryland 20910, and its telephone number is (301) 608-2115.
| b) | Securities |
The subject class of equity securities to which this Schedule 13E-3 relates is the common stock, par value $0.001 per share, of RLJE. The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET – The Special Meeting – Record Date and Quorum” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “THE SPECIAL MEETING – Record Date and Quorum” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership of Certain Beneficial Owners and Management” |
| c) | Trading Market and Price |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET – The Merger Agreement – Market Price of Our Common Stock” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price of the Common Stock and Dividend Information – Market Information” |
| d) | Dividends |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “THE MERGER AGREEMENT – Representations and Warranties” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price of the Common Stock and Dividend Information – Market Information” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – LIQUIDITY AND CAPITAL RESOURCES – Capital Resources – Senior Term Notes” |
| e) | Prior Public Offerings |
Not applicable.
| f) | Prior Stock Purchases |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership of Certain Beneficial Owners and Management” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Common Stock During the Past 60 Days” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Common Stock During the Past Two Years” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Connection with Credit Agreement Amendments” |
Item 3. Identity and Background of Filing Person
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “WHERE YOU CAN FIND MORE INFORMATION” |
| a) | Name and Address of Each Filing Person |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET – The Parties to the Merger Agreement” |
| • | “THE PARTIES TO THE MERGER AGREEMENT” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY” |
| • | “IMPORTANT INFORMATION REGARDING THE AMC ENTITIES AND THE JOHNSON ENTITIES” |
| b) | Business and Background of Entities |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “NOTICE OF SPECIAL MEETING OF STOCKHOLDERS” |
| • | “SUMMARY TERM SHEET – The Parties to the Merger Agreement” |
| • | “THE PARTIES TO THE MERGER AGREEMENT” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Company Background” |
| • | “IMPORTANT INFORMATION REGARDING THE AMC ENTITIES AND THE JOHNSON ENTITIES” |
| c) | Business Background of Natural Persons |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Directors and Executive Officers” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Company Background” |
| • | “SUMMARY TERM SHEET – The Parties to the Merger Agreement” |
| • | “THE PARTIES TO THE MERGER AGREEMENT” |
Item 4. Terms of the Transaction
| a) | Material Terms |
(1) Tender Offers. Not applicable.
(2) Mergers or Similar Transactions.
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Plans for the Company after the Merger” |
| • | “SPECIAL FACTORS – Certain Effects of the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “SPECIAL FACTORS – Effect of the Merger on Company Stock Awards” |
| • | “SPECIAL FACTORS – Material U.S. Federal Income Tax Consequences of the Merger” |
| • | “SPECIAL FACTORS – Payment of Merger Consideration and Surrender of Stock Certificates; Payment for Company Stock Awards” |
| • | “THE SPECIAL MEETING – Vote Required” |
| • | “THE MERGER AGREEMENT – Explanatory Note Regarding the Merger Agreement” |
| • | “THE MERGER AGREEMENT – Structure of the Merger; Charter and Bylaws; Directors and Officers” |
| • | “THE MERGER AGREEMENT – Terms of the Merger Agreement” |
| • | “THE MERGER AGREEMENT – Effect of the Merger on the Common Stock; Preferred Stock; 2015 Warrants” |
| • | “THE MERGER AGREEMENT – Treatment of Company Options; Company Restricted Shares; Company RSUs; Company PSUs” |
| • | “THE MERGER AGREEMENT – Representations and Warranties” |
| • | “THE MERGER AGREEMENT – Other Covenants and Agreements” |
| • | “THE MERGER AGREEMENT – Conditions to the Merger” |
| • | “THE MERGER AGREEMENT – Termination” |
| • | “THE MERGER AGREEMENT – Termination Fees” |
| • | “THE MERGER AGREEMENT – Amendment” |
| • | “THE MERGER AGREEMENT – Specific Performance” |
| • | “THE MERGER AGREEMENT – Ultimate Parent Guarantee” |
| • | “THE MERGER AGREEMENT – Governing Law” |
| c) | Different Terms |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Certain Effects of the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “SPECIAL FACTORS – Advisory Vote on Merger-Related Compensation” |
| • | “SPECIAL FACTORS – Material U.S. Federal Income Tax Consequences of the Merger” |
| • | “THE MERGER AGREEMENT – Effect of the Merger on the Common Stock; Preferred Stock; 2015 Warrants” |
| • | “THE MERGER AGREEMENT – Treatment of Company Options; Company Restricted Shares; Company RSUs; Company PSUs” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Common Stock During the Past Two Years – Preferred Stock and 2015 Warrants” |
| d) | Appraisal Rights |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “NOTICE OF SPECIAL MEETING OF STOCKHOLDERS” |
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “NO DISSENTER’S OR APPRAISAL RIGHTS FOR HOLDERS OF COMMON STOCK” |
| • | “DISSENTER’S RIGHTS FOR HOLDERS OF PREFERRED STOCK” |
| e) | Provisions for Unaffiliated Security Holders |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “THE MERGER AGREEMENT – No Solicitation and the Company’s Fiduciary Exceptions Thereto” |
| • | “PROVISIONS FOR NON-AFFILIATE STOCKHOLDERS” |
| f) | Eligibility for Listing or Trading |
The information set forth in the Preliminary Proxy Statement under the following caption is incorporated herein by reference:
| • | “DELISTING AND DEREGISTRATION OF OUR COMMON STOCK” |
Item 5. Past Contacts, Transactions, Negotiations and Agreements
| a) | Transactions |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Financing of the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “THE MERGER AGREEMENT” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Common Stock During the Past 60 Days” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Common Stock During the Past Two Years” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Connection with Credit Agreement Amendments” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Other Transactions” |
| • | ANNEX A – Agreement and Plan of Merger, dated July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc. |
| b)—c) | Significant Corporate Events; Negotiations or Contacts |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Financing of the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “THE MERGER AGREEMENT” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Connection with Credit Agreement Amendments” |
| • | ANNEX A – Agreement and Plan of Merger, dated July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc. |
| e) | Agreements Involving the Subject Company’s Securities |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Certain Effects of the Merger” |
| • | “SPECIAL FACTORS – Financing of the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “THE SPECIAL MEETING – Vote Required” |
| • | “THE MERGER AGREEMENT” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership of Certain Beneficial Owners and Management” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Common Stock During the Past 60 Days” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Common Stock During the Past Two Years” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Connection with Credit Agreement Amendments” |
| • | ANNEX A – Agreement and Plan of Merger, dated July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc. |
Item 6. Purposes of the Transaction and Plans or Proposals
| b) | Use of Securities Acquired |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Certain Effects of the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “SPECIAL FACTORS – Payment of Merger Consideration and Surrender of Stock Certificates; Payment for Company Stock Awards” |
| • | “THE MERGER AGREEMENT – Structure of the Merger; Charter and Bylaws; Directors and Officers” |
| • | “THE MERGER AGREEMENT – Effect of the Merger on the Common Stock; Preferred Stock; 2015 Warrants” |
| • | “THE MERGER AGREEMENT – Treatment of Company Options; Company Restricted Shares; Company RSUs; Company PSUs” |
| • | “DELISTING AND DEREGISTRATION OF OUR COMMON STOCK” |
| • | ANNEX A – Agreement and Plan of Merger, dated July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc. |
| c) | Plans |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Plans for the Company after the Merger” |
| • | “SPECIAL FACTORS – Certain Effects of the Merger” |
| • | “SPECIAL FACTORS – Financing of the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “THE MERGER AGREEMENT – Structure of the Merger; Charter and Bylaws; Directors and Officers” |
| • | “THE MERGER AGREEMENT – Effect of the Merger on the Common Stock; Preferred Stock; 2015 Warrants” |
| • | “THE MERGER AGREEMENT – Treatment of Company Options; Company Restricted Shares; Company RSUs; Company PSUs” |
| • | “THE MERGER AGREEMENT – Other Covenants and Agreements” |
| • | “LIQUIDITY AND CAPITAL RESOURCES – Capital Resources” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Company Background” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Market Price of the Common Stock and Dividend Information” |
| • | “DELISTING AND DEREGISTRATION OF OUR COMMON STOCK” |
| • | ANNEX A – Agreement and Plan of Merger, dated July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc. |
Item 7. Purposes, Alternatives, Reasons and Effects
| a) | Purposes |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Plans for the Company after the Merger” |
| • | “SPECIAL FACTORS – Certain Effects of the Merger” |
| b) | Alternatives |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the Company for the Merger” |
| • | “SPECIAL FACTORS – Plans for the Company after the Merger” |
| c) | Reasons |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Opinion of Financial Advisor” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Plans for the Company after the Merger” |
| • | “SPECIAL FACTORS – Certain Effects of the Merger” |
| d) | Effects |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Plans for the Company after the Merger” |
| • | “SPECIAL FACTORS – Certain Effects of the Merger” |
| • | “SPECIAL FACTORS – Financing of the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “SPECIAL FACTORS – Material U.S. Federal Income Tax Consequences of the Merger” |
| • | “SPECIAL FACTORS – Fees and Expenses” |
| • | “THE MERGER AGREEMENT – Structure of the Merger; Charter; Bylaws; Directors and Officers” |
| • | “THE MERGER AGREEMENT – Effect of the Merger on the Common Stock; Preferred Stock; 2015 Warrants” |
| • | “THE MERGER AGREEMENT – Treatment of Company Options; Company Restricted Shares; Company RSUs; Company PSUs” |
| • | “THE MERGER AGREEMENT – Other Covenants and Agreements” |
| • | “PROVISIONS FOR NON-AFFILIATE STOCKHOLDERS” |
| • | “DELISTING AND DEREGISTRATION OF OUR COMMON STOCK” |
| • | “NO DISSENTER’S OR APPRAISAL RIGHTS FOR HOLDERS OF COMMON STOCK” |
| • | ANNEX A – Agreement and Plan of Merger, dated July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc. |
Item 8. Fairness of the Transaction
| a)—b) | Fairness; Factors Considered in Determining Fairness |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “NOTICE OF SPECIAL MEETING OF STOCKHOLDERS” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Opinion of Financial Advisor” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “THE SPECIAL MEETING - Special Committee Recommendation of the Merger Agreement” |
| • | ANNEX B – Opinion of Allen & Company LLC dated July 29, 2018 |
| c) | Approval of Security Holders |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “THE SPECIAL MEETING - Record Date and Quorum” |
| • | “THE SPECIAL MEETING – Vote Required” |
| • | “THE MERGER AGREEMENT – Conditions to the Merger” |
| • | ANNEX A – Agreement and Plan of Merger, dated July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc. |
| d) | Unaffiliated Representative |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “PROVISIONS FOR NON-AFFILIATE STOCKHOLDERS” |
| e) | Approval of Directors |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Opinion of Financial Advisor” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “SPECIAL FACTORS – Interest of the Company’s Directors and Executive Officers in the Merger” |
| • | “THE SPECIAL MEETING – Special Committee Recommendation of the Merger Agreement” |
| f) | Other Offers |
Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations
| a)—c) | Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Opinion of Financial Advisor” |
| • | “WHERE YOU CAN FIND MORE INFORMATION” |
| • | ANNEX B – Opinion of Allen & Company LLC dated July 29, 2018 |
The presentation materials and presentation of Allen & Company LLC to the Special Committee of the Board of Directors of the Company, dated July 29, 2018 and May 2, 2018, are attached hereto as Exhibits (c)(ii) and (c)(iii), respectively, and are incorporated by reference herein.
The discussion materials dated September 12, 2017, October 24, 2017, February 26, 2018, April 20, 2018, May 2, 2018, July 27, 2018 and July 28, 2018, each prepared by Citigroup Global Markets Inc. for AMC Networks Inc., are attached hereto as Exhibits (c)(iv) through (c)(x), respectively, and are incorporated by reference herein.
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company or AMC (as applicable) during each company’s regular business hours by any interested holder of Common Stock or any representative who has been so designated in writing.
Item 10. Source and Amount of Funds or Other Consideration
| a)—b) | Source of Funds; Conditions |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET – Conditions to the Merger” |
| • | “SPECIAL FACTORS – Financing of the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “THE MERGER AGREEMENT – Other Covenants and Agreements” |
| c) | Expenses |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “SPECIAL FACTORS – Fees and Expenses” |
| • | “THE SPECIAL MEETING – Solicitation of Proxies” |
| • | “THE MERGER AGREEMENT – Other Covenants and Agreements” |
| • | “THE MERGER AGREEMENT – Termination Fees” |
| d) | Borrowed Funds |
| • | “SPECIAL FACTORS—Financing of the Merger” |
Item 11. Interest in Securities of the Subject Company
| a) | Securities Ownership |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Security Ownership of Certain Beneficial Owners and Management” |
| b) | Securities Transactions |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “ABOUT THIS PROXY STATEMENT” |
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Common Stock During the Past 60 Days” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Common Stock During the Past Two Years” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Transactions in Connection with Credit Agreement Amendments” |
Item 12. The Solicitation or Recommendation
| d) | Intent to Tender or Vote in a Going-Private Transaction |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “SUMMARY TERM SHEET” |
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “THE SPECIAL MEETING – Vote Required” |
| e) | Recommendations of Others |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Position of the AMC Entities and the Johnson Entities as to Fairness of the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of Company for the Merger” |
| • | “SPECIAL FACTORS – Purposes and Reasons of the AMC Entities and the Johnson Entities for the Merger” |
| • | “SPECIAL FACTORS – Opinion of Financial Advisor” |
| • | “THE SPECIAL MEETING – Vote Required” |
Item 13. Financial Statements
| a) | Financial Information |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Company Background” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Management’s Discussion and Analysis of Financial Conditions and Results of Operations – YEARS ENDED DECEMBER 31, 2017 AND 2016” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Management’s Discussion and Analysis of Financial Conditions and Results of Operations – THREE AND SIX MONTH PERIODS ENDED June 30, 2018 AND 2018” |
| • | “IMPORTANT INFORMATION REGARDING THE COMPANY – Book Value Per Share” |
| • | “WHERE YOU CAN FIND MORE INFORMATION” |
| • | INDEX TO COMPANY FINANCIAL STATEMENTS |
| b) | Pro Forma Information |
Pro forma financial information is not material to the transaction.
Item 14. Personal/Assets, Retained, Employed, Compensated or Used
| a)—b) | Solicitations or Recommendations; Employees and Corporate Assets |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Background of the Merger” |
| • | “SPECIAL FACTORS – Reasons for the Merger; Recommendation of the Special Committee; Fairness of the Merger” |
| • | “SPECIAL FACTORS – Fees and Expenses” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “THE SPECIAL MEETING – Solicitation of Proxies” |
| • | “THE SPECIAL MEETING – Questions and Additional Information” |
Item 15. Additional Information
| b) | Information Required by Item 402(t)(2) and (3) |
The information set forth in the Preliminary Proxy Statement under the following captions is incorporated herein by reference:
| • | “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER” |
| • | “SPECIAL FACTORS – Interests of the Company’s Directors and Executive Officers in the Merger” |
| • | “SPECIAL FACTORS – Advisory Vote on Merger-Related Compensation” |
| • | “THE MERGER AGREEMENT – Treatment of Company Options; Company Restricted Shares; Company RSUs; Company PSUs” |
| c) | Other Material Information |
The entirety of the Preliminary Proxy Statement and all annexes thereto, is incorporated herein by reference.
Item 16. Exhibits
| (a)(2)(i) | Preliminary Proxy Statement of RJE Entertainment, Inc. (incorporated by reference to the Schedule 14A filed concurrently with this Schedule 13E-3 with the SEC). | |
| (a)(2)(ii) | Form of Proxy Card (incorporated herein by reference to the Preliminary Proxy Statement). | |
| (a)(2)(iii) | Letter to Stockholders (incorporated herein by reference to the Preliminary Proxy Statement). | |
| (a)(2)(iv) | Notice of Special Meeting of Stockholders (incorporated herein by reference to the Preliminary Proxy Statement). | |
| (a)(2)(v) | Joint Press Release issued by AMC Networks Inc. and RJE Entertainment, Inc., dated July 30, 2018, (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2018). | |
| (b) | Not applicable. | |
| (c)(i) | Opinion of Allen & Company LLC, dated July 29, 2018 (incorporated herein by reference to Annex B of the Proxy Statement). | |
| (c)(ii) | Presentation of Allen & Company LLC to the Special Committee, dated July 29, 2018.* | |
| (c)(iii) | Presentation Materials of Allen & Company LLC, dated May 2, 2018.* | |
| (c)(iv) | Discussion Materials of Citigroup Global Markets Inc. prepared for AMC Networks Inc., dated September 12, 2017.* | |
| (c)(v) | Discussion Materials of Citigroup Global Markets Inc. prepared for AMC Networks Inc., dated October 24, 2017.* | |
| (c)(vi) | Discussion Materials of Citigroup Global Markets Inc. prepared for AMC Networks Inc., dated February 26, 2018.* | |
| (c)(vii) | Discussion Materials of Citigroup Global Markets Inc. prepared for AMC Networks Inc., dated April 20, 2018.* | |
| (c)(viii) | Discussion Materials of Citigroup Global Markets Inc. prepared for AMC Networks Inc., dated May 2, 2018.* | |
| (c)(ix) | Discussion Materials of Citigroup Global Markets Inc. prepared for AMC Networks Inc., dated July 27, 2018.* | |
| (c)(x) | Discussion Materials of Citigroup Global Markets Inc. prepared for AMC Networks Inc., dated July 28, 2018.* | |
| (d)(i) | Agreement and Plan of Merger, dated July 29, 2018, by and among RLJ Entertainment, Inc., AMC Networks Inc., Digital Entertainment Holdings LLC and River Merger Sub Inc. (incorporated herein by reference to Annex A of the Preliminary Proxy Statement). | |
| (d)(ii) | Voting and Transaction Support Agreement, dated as of July 29, 2018, by and among Parent, the Johnson Entities and the Company (incorporated herein by reference to Annex C of the Preliminary Proxy Statement). | |
| (d)(iii) | Contribution Agreement, dated as of July 29, 2018, by and between the Johnson Entities and Parent (incorporated herein by reference to Exhibit 99.17 to Amendment No. 12 to the Johnson Entities’ Schedule 13D filed with the SEC on July 30, 2018). | |
| (f) | Not applicable. | |
| (g) | None. | |
| * | Filed herewith. |
SIGNATURES
After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 28, 2018
| RLJ ENTERTAINMENT, INC. | ||
| By: | /s/ Miguel Penella | |
| Name: | Miguel Penella | |
| Title: | Chief Executive Officer | |
| AMC NETWORKS INC. | ||
| By: | /s/ Anne G. Kelly | |
| Name: | Anne G. Kelly | |
| Title: | Senior Vice President and Secretary | |
| DIGITAL ENTERTAINMENT HOLDINGS LLC | ||
| By: | /s/ Anne G. Kelly | |
| Name: | Anne G. Kelly | |
| Title: | Senior Vice President and Secretary | |
| RIVER MERGER SUB INC. | ||
| By: | /s/ Anne G. Kelly | |
| Name: | Anne G. Kelly | |
| Title: | Senior Vice President and Secretary | |
Exhibit (c)(ii) Presentation to the Special Committee July 29, 2018Exhibit (c)(ii) Presentation to the Special Committee July 29, 2018
Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection with a potential transaction involving a company code-named “Aqua”. Allen has been retained by, and reports solely to, the Committee. The accompanying material was compiled and prepared on a confidential basis solely for use by the Committee and not with a view toward public disclosure under any securities laws or otherwise, and may not be used for any other purpose without Allen’s prior written consent. The information utilized in preparing this material was obtained from the management of the Company ( Management ) and other representatives and public sources. Allen has relied upon and assumed the accuracy and completeness of all financial, accounting, tax and other information available to Allen from public sources, provided to Allen by the Company or its representatives, or otherwise reviewed by Allen. Any estimates or budgetary information for the Company contained herein have been prepared by Management or are based upon such estimates or budgetary information, and involve numerous and significant subjective judgments, which may or may not prove to be correct. Certain forward-looking information with respect to the anticipated future performance of the Company has been derived from Management or Wall Street estimates for the Company. Allen does not take responsibility for such estimates and projections or the basis on which they were prepared. Furthermore, with respect to the estimates and projections provided to Allen, Allen has assumed that they have been prepared in good faith reflecting the best currently available estimates and judgments of the Management as to the Company’s future operating and financial performance. No representation or warranty, express or implied, is made as to the accuracy or completeness of any such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future operational or financial performance of the Company. Since the material contained herein was prepared for use in the context of a presentation to the Committee, which is familiar with the business and the affairs of the Company, neither the Company nor Allen nor any of their respective advisors take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. Allen undertakes no obligation to update or otherwise revise the accompanying material. Nothing contained herein should be construed as tax, accounting, regulatory, insurance, legal or other similar professional advice. Allen expresses no opinion as to the trading price of the securities of any company in the future. Nothing herein constitutes an opinion or a recommendation as to what course of action the Committee or any security holder of the Company should pursue in conjunction with any proposed transaction or otherwise. CONFIDENTIAL 2Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection with a potential transaction involving a company code-named “Aqua”. Allen has been retained by, and reports solely to, the Committee. The accompanying material was compiled and prepared on a confidential basis solely for use by the Committee and not with a view toward public disclosure under any securities laws or otherwise, and may not be used for any other purpose without Allen’s prior written consent. The information utilized in preparing this material was obtained from the management of the Company ( Management ) and other representatives and public sources. Allen has relied upon and assumed the accuracy and completeness of all financial, accounting, tax and other information available to Allen from public sources, provided to Allen by the Company or its representatives, or otherwise reviewed by Allen. Any estimates or budgetary information for the Company contained herein have been prepared by Management or are based upon such estimates or budgetary information, and involve numerous and significant subjective judgments, which may or may not prove to be correct. Certain forward-looking information with respect to the anticipated future performance of the Company has been derived from Management or Wall Street estimates for the Company. Allen does not take responsibility for such estimates and projections or the basis on which they were prepared. Furthermore, with respect to the estimates and projections provided to Allen, Allen has assumed that they have been prepared in good faith reflecting the best currently available estimates and judgments of the Management as to the Company’s future operating and financial performance. No representation or warranty, express or implied, is made as to the accuracy or completeness of any such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future operational or financial performance of the Company. Since the material contained herein was prepared for use in the context of a presentation to the Committee, which is familiar with the business and the affairs of the Company, neither the Company nor Allen nor any of their respective advisors take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. Allen undertakes no obligation to update or otherwise revise the accompanying material. Nothing contained herein should be construed as tax, accounting, regulatory, insurance, legal or other similar professional advice. Allen expresses no opinion as to the trading price of the securities of any company in the future. Nothing herein constitutes an opinion or a recommendation as to what course of action the Committee or any security holder of the Company should pursue in conjunction with any proposed transaction or otherwise. CONFIDENTIAL 2
Transaction OverviewTransaction Overview
Situation Overview On February 26, 2018, Aqua offered to purchase all outstanding shares of River common stock not currently owned by Aqua or Robert L. Johnson for $4.25 / share in cash (“Initial Offer”) ■ This represents a 10% premium to the unaffected price of $3.87 as of February 23, 2018 ■ Aqua also announced that it was not interested in selling its existing stake in River or participating in any other strategic process ■ River’s Board of Directors appointed a special committee of independent directors to evaluate, negotiate and approve or disapprove Aqua’s proposal On April 5, 2018, Allen & Company and Citibank, Aqua’s financial advisor, held a call in which Allen relayed the message that the Special Committee would only be interested in proceeding with Aqua if Aqua submitted a meaningfully higher offer ■ River made select key financial data available to Citibank to help refine their view on valuation On May 2, 2018, Allen and Citibank held a meeting in which Citibank verbally communicated a revised offer from Aqua of $4.92 / share in cash, subject to further diligence ■ Allen and Citibank began negotiations relating to Aqua’s offer on May 7, 2018 On May 22, 2018, the Special Committee and Aqua held a meeting in which both sides agreed on an offer of $6.25 / share in cash, subject to completion of documentation and due diligence CONFIDENTIAL 4Situation Overview On February 26, 2018, Aqua offered to purchase all outstanding shares of River common stock not currently owned by Aqua or Robert L. Johnson for $4.25 / share in cash (“Initial Offer”) ■ This represents a 10% premium to the unaffected price of $3.87 as of February 23, 2018 ■ Aqua also announced that it was not interested in selling its existing stake in River or participating in any other strategic process ■ River’s Board of Directors appointed a special committee of independent directors to evaluate, negotiate and approve or disapprove Aqua’s proposal On April 5, 2018, Allen & Company and Citibank, Aqua’s financial advisor, held a call in which Allen relayed the message that the Special Committee would only be interested in proceeding with Aqua if Aqua submitted a meaningfully higher offer ■ River made select key financial data available to Citibank to help refine their view on valuation On May 2, 2018, Allen and Citibank held a meeting in which Citibank verbally communicated a revised offer from Aqua of $4.92 / share in cash, subject to further diligence ■ Allen and Citibank began negotiations relating to Aqua’s offer on May 7, 2018 On May 22, 2018, the Special Committee and Aqua held a meeting in which both sides agreed on an offer of $6.25 / share in cash, subject to completion of documentation and due diligence CONFIDENTIAL 4
Summary of Selected Transaction Terms ■ Purchase by Aqua of all outstanding shares of River not currently owned by Aqua or Robert L. Johnson, representing approximately 22% of outstanding shares on a fully diluted basis Structure ■ $6.25 in cash per River common stock (“Offer Price”) Consideration ■ Equity awards and certain warrants: • Receive difference between Offer Price and applicable exercise prices (net of tax withholdings) Equity Awards, Warrants and ■ Preferred equity, at holder’s election: Preferred Equity • Convert into right to receive transaction consideration (adjusted for 25% premium), or • Continue to hold an equivalent security issued by Aqua ■ Approval of the transaction by the majority of River shareholders (no majority-of-the-minority voting condition) Certain Closing Conditions ■ HSR and other regulatory approvals ■ Termination fees payable by River under certain circumstances Termination Fees Source: Execution version, dated July 29, 2018, of Agreement and Plan of Merger. CONFIDENTIAL 5Summary of Selected Transaction Terms ■ Purchase by Aqua of all outstanding shares of River not currently owned by Aqua or Robert L. Johnson, representing approximately 22% of outstanding shares on a fully diluted basis Structure ■ $6.25 in cash per River common stock (“Offer Price”) Consideration ■ Equity awards and certain warrants: • Receive difference between Offer Price and applicable exercise prices (net of tax withholdings) Equity Awards, Warrants and ■ Preferred equity, at holder’s election: Preferred Equity • Convert into right to receive transaction consideration (adjusted for 25% premium), or • Continue to hold an equivalent security issued by Aqua ■ Approval of the transaction by the majority of River shareholders (no majority-of-the-minority voting condition) Certain Closing Conditions ■ HSR and other regulatory approvals ■ Termination fees payable by River under certain circumstances Termination Fees Source: Execution version, dated July 29, 2018, of Agreement and Plan of Merger. CONFIDENTIAL 5
Overview of Transaction Economics Implied Transaction Multiples Summary Ownership ($USD in Millions) Fully Diluted Shares Shareholder Shares (mm) % Ownership $6.25 Aqua Offer (May 22, 2018) Aqua 26.1 60% Fully Diluted Shares Outstanding 43.3 Equity Value $271 Robert L. Johnson 7.6 18% Plus: Debt (1) 25 All Other 9.6 22% Less: Cash (2) (6) Less: Present Value of NOLs (21) Non-Aqua Preferred Shares 3.0 7% Adj. Firm Value $269 Management and Board 2.2 5% Less: Unconsolidated Assets (23) Enterprise Value $246 Other 4.5 10% Total Shareholders 43.3 100% Implied Enterprise Value / Revenue Metrics Multiples 2017A $86.3 2.8x 2018B 100.5 2.4x 2019E 115.3 2.1x Adj. Firm Value / Adj. EBITDA 2017A $16.6 16.2x 2018B 21.3 12.6x 2019E 24.6 10.9x Source: Company filings and management. 1. Includes $2mm of liabilities owed to the RLJ Companies. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 6Overview of Transaction Economics Implied Transaction Multiples Summary Ownership ($USD in Millions) Fully Diluted Shares Shareholder Shares (mm) % Ownership $6.25 Aqua Offer (May 22, 2018) Aqua 26.1 60% Fully Diluted Shares Outstanding 43.3 Equity Value $271 Robert L. Johnson 7.6 18% Plus: Debt (1) 25 All Other 9.6 22% Less: Cash (2) (6) Less: Present Value of NOLs (21) Non-Aqua Preferred Shares 3.0 7% Adj. Firm Value $269 Management and Board 2.2 5% Less: Unconsolidated Assets (23) Enterprise Value $246 Other 4.5 10% Total Shareholders 43.3 100% Implied Enterprise Value / Revenue Metrics Multiples 2017A $86.3 2.8x 2018B 100.5 2.4x 2019E 115.3 2.1x Adj. Firm Value / Adj. EBITDA 2017A $16.6 16.2x 2018B 21.3 12.6x 2019E 24.6 10.9x Source: Company filings and management. 1. Includes $2mm of liabilities owed to the RLJ Companies. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 6
River OverviewRiver Overview
Overview of Segments Digital Channels IP Licensing Wholesale Distribution ■ Distributes film and television content ■ Monetizes library of owned IP via ■ Distributes film and television content in through proprietary subscription OTT licensing and production various formats, including DVD, Blu-ray, platforms Acorn TV and UMC digital downloads, broadcast, and SVOD ■ Includes 64% stake in Agatha Christie through partners ■ Niche audiences: Acorn TV focused on Limited, which includes more than 80 British content and UMC on urban content novels, 19 plays, and 100 made-for-TV ■ $11.2 mm 2017 Adj. EBITDA (-1% growth films vs. 2016) ■ $9.8 mm 2017 Adj. EBITDA (40% growth vs. 2016)■ $6.0 mm 2017 Adj. EBITDA (89% growth vs. 2016) ■ 680k total subscribers as of December 2017 (49% growth vs. 2016) Source: Company filings. CONFIDENTIAL 8Overview of Segments Digital Channels IP Licensing Wholesale Distribution ■ Distributes film and television content ■ Monetizes library of owned IP via ■ Distributes film and television content in through proprietary subscription OTT licensing and production various formats, including DVD, Blu-ray, platforms Acorn TV and UMC digital downloads, broadcast, and SVOD ■ Includes 64% stake in Agatha Christie through partners ■ Niche audiences: Acorn TV focused on Limited, which includes more than 80 British content and UMC on urban content novels, 19 plays, and 100 made-for-TV ■ $11.2 mm 2017 Adj. EBITDA (-1% growth films vs. 2016) ■ $9.8 mm 2017 Adj. EBITDA (40% growth vs. 2016)■ $6.0 mm 2017 Adj. EBITDA (89% growth vs. 2016) ■ 680k total subscribers as of December 2017 (49% growth vs. 2016) Source: Company filings. CONFIDENTIAL 8
Volume (mm) 5-Year Historical Stock Price Performance $20.00 0.8 Summary Performance Prior to Unaffected Date (2/23/2018) 5 Years 2 Years 1 Year 6 Months 3 Months 5.0 mm 5.5 mm $18.00 Performance (68%) 169% 68% 21% (5%) shares shares 0.7 High $18.21 $4.46 $4.46 $4.40 $4.40 Low 0.85 1.34 2.16 2.91 3.68 $16.00 0.6 $14.00 0.5 $12.00 $10.00 0.4 $8.00 0.3 5/22/18 Final Offer: $6.25 $6.00 0.2 Current: $4.87 $4.00 0.1 2/26/18 $2.00 Public Offer: $4.25 $0.00 0 Apr-13 Nov-13 Jun-14 Dec-14 Jul-15 Jan-16 Aug-16 Feb-17 Sep-17 Apr-18 Source: CapIQ as of July 27, 2018. CONFIDENTIAL 9 PriceVolume (mm) 5-Year Historical Stock Price Performance $20.00 0.8 Summary Performance Prior to Unaffected Date (2/23/2018) 5 Years 2 Years 1 Year 6 Months 3 Months 5.0 mm 5.5 mm $18.00 Performance (68%) 169% 68% 21% (5%) shares shares 0.7 High $18.21 $4.46 $4.46 $4.40 $4.40 Low 0.85 1.34 2.16 2.91 3.68 $16.00 0.6 $14.00 0.5 $12.00 $10.00 0.4 $8.00 0.3 5/22/18 Final Offer: $6.25 $6.00 0.2 Current: $4.87 $4.00 0.1 2/26/18 $2.00 Public Offer: $4.25 $0.00 0 Apr-13 Nov-13 Jun-14 Dec-14 Jul-15 Jan-16 Aug-16 Feb-17 Sep-17 Apr-18 Source: CapIQ as of July 27, 2018. CONFIDENTIAL 9 Price
LTM Trading Volume Histograms as of Unaffected Date (February 23, 2018) Below based on closing prices Last 3 months Last 6 months (% of total volume) (% of total volume) 52 % 46 % 35 % 30 % 15 % 10 % 9 % 3 % 1 % -- % -- % -- % -- % -- % -- % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Last 9 months Last 12 months (% of total volume) (% of total volume) 25 % 22 % 22 % 20 % 16 % 15 % 15 % 14 % 13 % 10 % 9 % 8 % 5 % 3 % 2 % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Source: CapIQ. Note: Rounding may result in total sums not equaling 100%. CONFIDENTIAL 10LTM Trading Volume Histograms as of Unaffected Date (February 23, 2018) Below based on closing prices Last 3 months Last 6 months (% of total volume) (% of total volume) 52 % 46 % 35 % 30 % 15 % 10 % 9 % 3 % 1 % -- % -- % -- % -- % -- % -- % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Last 9 months Last 12 months (% of total volume) (% of total volume) 25 % 22 % 22 % 20 % 16 % 15 % 15 % 14 % 13 % 10 % 9 % 8 % 5 % 3 % 2 % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Source: CapIQ. Note: Rounding may result in total sums not equaling 100%. CONFIDENTIAL 10
Financial AnalysesFinancial Analyses
Segment Considerations Acorn TV UMC Wholesale IP Licensing ▲ Growing demand for OTT platforms with niche content▲ Content investment ▲ Established brand with a loyal complementary with digital audience ▲ 50%+ annual subscriber growth since respective launches channels spend ▲ Strong pipeline of ACL TV and ▲ Increasing adoption by MVPDs presents opportunity for fast growth ▲ Financials stabilizing after a film content in 2018-2019, period of decline until 2017 including Murder on the Orient ▲ Established brand with a ▲ Bob Johnson has a track record Express, Death on the Nile, and loyal, passionate audience of success building out a ▲ Currently over 50% of the ABC Murders platform targeting African Tailwinds segment related to digital ▲ Robust library of content American and Urban audiences downloads vs. physical sales▲ Publishing segment highly consisting of 3000+ hours of profitable and stable business programming▲ Ability to scale quickly by leveraging Acorn TV platform ▲ Target demo of educated, high-income 35+ females ▼ Competitive industry with majority of market share from large ▼ Declining demand for DVDs ▼ No owned IP outside of ACL established players such as Netflix, Hulu, and Amazon Prime and Blu-rays ▼ ACL TV and film segment ▼ Require significant cash investment in content to grow▼ Continued headwinds in retail highly unpredictable sector ▼ One of River’s vendors, ITV, ▼ New, untested brand with ~55k ▼ ACL copyright set to expire 70 launched Acorn TV’s direct subscribers and no established ▼ Exposure to sales returns and years after death of the author competitor BritBox with BBC fan base unsold inventory puts dollars (2046) in March 2017 at risk ▼ Historically high monthly churn Headwinds ▼ Small TAM of 10-12mm rate of ~20% (as compared to ▼ High customer concentration, households ~3% for Acorn TV) with top 5 customers representing 54% of sales in ▼ Relatively thin library of lower 2017 quality content (~400 hours of programming) ▼ Digital channel growth likely to accelerate cannibalization of ▼ Path to scale and profitability wholesale customers unclear Source: Company management. CONFIDENTIAL 12Segment Considerations Acorn TV UMC Wholesale IP Licensing ▲ Growing demand for OTT platforms with niche content▲ Content investment ▲ Established brand with a loyal complementary with digital audience ▲ 50%+ annual subscriber growth since respective launches channels spend ▲ Strong pipeline of ACL TV and ▲ Increasing adoption by MVPDs presents opportunity for fast growth ▲ Financials stabilizing after a film content in 2018-2019, period of decline until 2017 including Murder on the Orient ▲ Established brand with a ▲ Bob Johnson has a track record Express, Death on the Nile, and loyal, passionate audience of success building out a ▲ Currently over 50% of the ABC Murders platform targeting African Tailwinds segment related to digital ▲ Robust library of content American and Urban audiences downloads vs. physical sales▲ Publishing segment highly consisting of 3000+ hours of profitable and stable business programming▲ Ability to scale quickly by leveraging Acorn TV platform ▲ Target demo of educated, high-income 35+ females ▼ Competitive industry with majority of market share from large ▼ Declining demand for DVDs ▼ No owned IP outside of ACL established players such as Netflix, Hulu, and Amazon Prime and Blu-rays ▼ ACL TV and film segment ▼ Require significant cash investment in content to grow▼ Continued headwinds in retail highly unpredictable sector ▼ One of River’s vendors, ITV, ▼ New, untested brand with ~55k ▼ ACL copyright set to expire 70 launched Acorn TV’s direct subscribers and no established ▼ Exposure to sales returns and years after death of the author competitor BritBox with BBC fan base unsold inventory puts dollars (2046) in March 2017 at risk ▼ Historically high monthly churn Headwinds ▼ Small TAM of 10-12mm rate of ~20% (as compared to ▼ High customer concentration, households ~3% for Acorn TV) with top 5 customers representing 54% of sales in ▼ Relatively thin library of lower 2017 quality content (~400 hours of programming) ▼ Digital channel growth likely to accelerate cannibalization of ▼ Path to scale and profitability wholesale customers unclear Source: Company management. CONFIDENTIAL 12
Comparison of Historical Results vs. Budget Budget Actuals % Variance Actuals Incl. Disc. Ops. Incl. Disc. Ops. Incl. Disc. Ops. ($USD in Millions) 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Subscribers (000s) Acorn TV 405 665 118 198 433 633 7% (5%) UMC 25 63 -- 4 24 55 (5%) (12%) Total Subscribers 430 728 118 203 457 688 6% (5%) % Growth -- 69% -- 72% 125% 51% Revenue Digital Channels $9.7 $17.2 $28.1 $4.1 $7.5 $16.3 $27.2 (22%) (6%) (3%) IP Licensing 3.0 -- -- 8.8 3.1 0.2 0.0 3% NA NA Wholesale Distribution 140.9 80.3 62.9 124.8 114.3 63.8 59.1 (19%) (21%) (6%) Total Revenue $160.3 $153.6 $97.5 $91.0 $137.7 $124.9 $80.2 $86.3 (14%) (19%) (18%) (5%) 64% of ACL Equity Earnings $3.2 $2.1 $2.9 $3.0 $3.2 $2.8 $3.6 $6.4 (1%) 34% 21% 117% Adj. EBITDA 23.6 16.7 17.6 15.4 9.5 7.5 13.1 16.6 (60%) (55%) (25%) 7% Source: Company management. Note: Grey shading denotes data not available. CONFIDENTIAL 13Comparison of Historical Results vs. Budget Budget Actuals % Variance Actuals Incl. Disc. Ops. Incl. Disc. Ops. Incl. Disc. Ops. ($USD in Millions) 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Subscribers (000s) Acorn TV 405 665 118 198 433 633 7% (5%) UMC 25 63 -- 4 24 55 (5%) (12%) Total Subscribers 430 728 118 203 457 688 6% (5%) % Growth -- 69% -- 72% 125% 51% Revenue Digital Channels $9.7 $17.2 $28.1 $4.1 $7.5 $16.3 $27.2 (22%) (6%) (3%) IP Licensing 3.0 -- -- 8.8 3.1 0.2 0.0 3% NA NA Wholesale Distribution 140.9 80.3 62.9 124.8 114.3 63.8 59.1 (19%) (21%) (6%) Total Revenue $160.3 $153.6 $97.5 $91.0 $137.7 $124.9 $80.2 $86.3 (14%) (19%) (18%) (5%) 64% of ACL Equity Earnings $3.2 $2.1 $2.9 $3.0 $3.2 $2.8 $3.6 $6.4 (1%) 34% 21% 117% Adj. EBITDA 23.6 16.7 17.6 15.4 9.5 7.5 13.1 16.6 (60%) (55%) (25%) 7% Source: Company management. Note: Grey shading denotes data not available. CONFIDENTIAL 13
Summary of Acorn TV Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 633 990 1,154 1,327 1,526 1,755 1,128 1,275 1,444 1,639 1 % Growth 46% 56% 17% 15% 15% 15% 14% 13% 13% 14% Content Spend $11.5 $12.0 $12.0 $16.0 $20.0 2 $12.0 $12.0 $16.0 $20.0 % Growth 4% 0% 33% 25% 4% 0% 33% 25% Net Revenue $39.1 $48.5 $57.9 $66.6 $76.6 $47.9 $56.1 $63.5 $72.0 % Growth 24% 19% 15% 15% 23% 17% 13% 13% Gross Profit $27.9 $33.9 $40.1 $45.2 $51.7 $33.4 $38.5 $42.4 $47.7 % Margin 71% 70% 69% 68% 68% 70% 69% 67% 66% Marketing ($9.1) ($10.4) ($12.0) ($13.8) ($15.9) 3 ($8.8) ($10.1) ($11.4) ($13.0) Overhead (3.0) (3.1) (3.4) (3.7) (4.1) 4 (3.1) (3.4) (3.7) (4.1) Adj. EBITDA (Pre-Corp. Exp.) $15.8 $20.4 $24.7 $27.6 $31.7 $21.5 $25.0 $27.3 $30.6 % Margin 40% 42% 43% 41% 41% 45% 45% 43% 43% Assumptions 1 4 ■ Incremental annual net subscribers reduced by 15% to reflect ■ Direct overhead consistent between cases ~100k fewer subs vs. Base Case by 2022 • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) 3 ■ Subscriber acquisition cost of $23-24 and 35% churn in 2019-2022 variable based on subscribers • 55% attributed subscribers in Adjusted Case vs. 65% in Base Case to reflect higher mix of non-native platform subscribers Source: Company management. CONFIDENTIAL 14Summary of Acorn TV Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 633 990 1,154 1,327 1,526 1,755 1,128 1,275 1,444 1,639 1 % Growth 46% 56% 17% 15% 15% 15% 14% 13% 13% 14% Content Spend $11.5 $12.0 $12.0 $16.0 $20.0 2 $12.0 $12.0 $16.0 $20.0 % Growth 4% 0% 33% 25% 4% 0% 33% 25% Net Revenue $39.1 $48.5 $57.9 $66.6 $76.6 $47.9 $56.1 $63.5 $72.0 % Growth 24% 19% 15% 15% 23% 17% 13% 13% Gross Profit $27.9 $33.9 $40.1 $45.2 $51.7 $33.4 $38.5 $42.4 $47.7 % Margin 71% 70% 69% 68% 68% 70% 69% 67% 66% Marketing ($9.1) ($10.4) ($12.0) ($13.8) ($15.9) 3 ($8.8) ($10.1) ($11.4) ($13.0) Overhead (3.0) (3.1) (3.4) (3.7) (4.1) 4 (3.1) (3.4) (3.7) (4.1) Adj. EBITDA (Pre-Corp. Exp.) $15.8 $20.4 $24.7 $27.6 $31.7 $21.5 $25.0 $27.3 $30.6 % Margin 40% 42% 43% 41% 41% 45% 45% 43% 43% Assumptions 1 4 ■ Incremental annual net subscribers reduced by 15% to reflect ■ Direct overhead consistent between cases ~100k fewer subs vs. Base Case by 2022 • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) 3 ■ Subscriber acquisition cost of $23-24 and 35% churn in 2019-2022 variable based on subscribers • 55% attributed subscribers in Adjusted Case vs. 65% in Base Case to reflect higher mix of non-native platform subscribers Source: Company management. CONFIDENTIAL 14
Summary of UMC Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 55 100 244 488 732 1,098 177 299 421 604 1 % Growth 129% 82% 144% 100% 50% 50% 77% 69% 41% 43% Content Spend $6.0 $7.0 $10.0 $10.0 $10.0 2 $7.0 $10.0 $10.0 $10.0 % Growth 17% 43% 0% 0% 17% 43% 0% 0% Net Revenue $3.3 $8.5 $17.1 $28.5 $42.7 $6.9 $11.1 $16.8 $23.9 % Growth 159% 100% 67% 50% 110% 60% 51% 42% Gross Profit $0.9 $3.4 $8.5 $16.3 $27.6 $2.0 $3.3 $6.2 $11.4 % Margin 28% 39% 50% 57% 64% 28% 30% 37% 47% Marketing ($1.6) ($2.1) ($3.3) ($5.1) ($7.7) 3 ($1.3) ($1.8) ($2.6) ($3.8) Overhead (1.1) (1.3) (1.5) (1.6) (1.8) 4 (1.3) (1.5) (1.6) (1.8) Adj. EBITDA (Pre-Corp. Exp.) ($1.8) ($0.0) $3.7 $9.6 $18.1 ($0.7) $0.1 $2.0 $5.8 % Margin NM NM 22% 34% 42% NM 0% 12% 24% Assumptions 1 3 ■ Incremental annual net subscribers reduced by 50% to reflect ■ Subscriber acquisition cost of $8-11 and 90% churn in 2019-2022 slower growth vs. Acorn TV historical growth trend • 55% attributed subscribers in Adjusted Case vs. 65% in Base • Less established brand compared to Acorn TV Case to reflect higher mix of non-native platform subscribers • Thin content library that requires significant content spend on 4■ Direct overhead consistent between cases new releases • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) variable based on subscribers Source: Company management. CONFIDENTIAL 15Summary of UMC Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 55 100 244 488 732 1,098 177 299 421 604 1 % Growth 129% 82% 144% 100% 50% 50% 77% 69% 41% 43% Content Spend $6.0 $7.0 $10.0 $10.0 $10.0 2 $7.0 $10.0 $10.0 $10.0 % Growth 17% 43% 0% 0% 17% 43% 0% 0% Net Revenue $3.3 $8.5 $17.1 $28.5 $42.7 $6.9 $11.1 $16.8 $23.9 % Growth 159% 100% 67% 50% 110% 60% 51% 42% Gross Profit $0.9 $3.4 $8.5 $16.3 $27.6 $2.0 $3.3 $6.2 $11.4 % Margin 28% 39% 50% 57% 64% 28% 30% 37% 47% Marketing ($1.6) ($2.1) ($3.3) ($5.1) ($7.7) 3 ($1.3) ($1.8) ($2.6) ($3.8) Overhead (1.1) (1.3) (1.5) (1.6) (1.8) 4 (1.3) (1.5) (1.6) (1.8) Adj. EBITDA (Pre-Corp. Exp.) ($1.8) ($0.0) $3.7 $9.6 $18.1 ($0.7) $0.1 $2.0 $5.8 % Margin NM NM 22% 34% 42% NM 0% 12% 24% Assumptions 1 3 ■ Incremental annual net subscribers reduced by 50% to reflect ■ Subscriber acquisition cost of $8-11 and 90% churn in 2019-2022 slower growth vs. Acorn TV historical growth trend • 55% attributed subscribers in Adjusted Case vs. 65% in Base • Less established brand compared to Acorn TV Case to reflect higher mix of non-native platform subscribers • Thin content library that requires significant content spend on 4■ Direct overhead consistent between cases new releases • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) variable based on subscribers Source: Company management. CONFIDENTIAL 15
Summary of Wholesale Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Content Spend $33.6 $31.0 $28.0 $24.0 $20.0 1 $29.5 $26.6 $22.8 $19.0 % Growth (8%) (10%) (14%) (17%) (12%) (10%) (14%) (17%) US Revenue $46.2 $45.5 $44.8 $42.5 $42.5 $42.5 $42.4 $38.1 $36.2 $34.4 International Revenue 12.8 12.6 12.6 12.6 12.6 12.6 12.0 11.4 10.8 10.3 2 Total Revenue $59.1 $58.2 $57.4 $55.2 $55.2 $55.2 $54.4 $49.5 $47.1 $44.7 % Growth (7%) (2%) (1%) (4%) 0% 0% (6%) (9%) (5%) (5%) US Gross Profit $12.6 $13.6 $13.4 $12.8 $12.8 $12.8 $12.7 $11.4 $10.9 $10.3 International Gross Profit 5.0 5.8 5.3 5.3 5.3 5.1 5.0 4.8 4.6 4.1 Total Gross Profit $17.6 $19.4 $18.7 $18.1 $18.1 $17.8 $17.8 $16.2 $15.4 $14.4 % Margin 30% 33% 33% 33% 33% 32% 33% 33% 33% 32% Adj. EBITDA (Pre-Corp. Exp.) $11.2 $12.7 $9.6 $9.2 $9.2 $8.9 $9.1 $8.2 $7.8 $7.2 % Margin 19% 22% 17% 17% 17% 16% 17% 17% 17% 16% Assumptions 1 ■ Declining content spend to reflect lower revenue vs. Base Case■ All other expenses variable based on revenue ■ Incremental annual 5% decline in US and International revenue, to 2 reflect: • Continued headwinds in retail sector • Shift in retail partners moving away from DVD sales (e.g., Costco) Source: Company management. CONFIDENTIAL 16Summary of Wholesale Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Content Spend $33.6 $31.0 $28.0 $24.0 $20.0 1 $29.5 $26.6 $22.8 $19.0 % Growth (8%) (10%) (14%) (17%) (12%) (10%) (14%) (17%) US Revenue $46.2 $45.5 $44.8 $42.5 $42.5 $42.5 $42.4 $38.1 $36.2 $34.4 International Revenue 12.8 12.6 12.6 12.6 12.6 12.6 12.0 11.4 10.8 10.3 2 Total Revenue $59.1 $58.2 $57.4 $55.2 $55.2 $55.2 $54.4 $49.5 $47.1 $44.7 % Growth (7%) (2%) (1%) (4%) 0% 0% (6%) (9%) (5%) (5%) US Gross Profit $12.6 $13.6 $13.4 $12.8 $12.8 $12.8 $12.7 $11.4 $10.9 $10.3 International Gross Profit 5.0 5.8 5.3 5.3 5.3 5.1 5.0 4.8 4.6 4.1 Total Gross Profit $17.6 $19.4 $18.7 $18.1 $18.1 $17.8 $17.8 $16.2 $15.4 $14.4 % Margin 30% 33% 33% 33% 33% 32% 33% 33% 33% 32% Adj. EBITDA (Pre-Corp. Exp.) $11.2 $12.7 $9.6 $9.2 $9.2 $8.9 $9.1 $8.2 $7.8 $7.2 % Margin 19% 22% 17% 17% 17% 16% 17% 17% 17% 16% Assumptions 1 ■ Declining content spend to reflect lower revenue vs. Base Case■ All other expenses variable based on revenue ■ Incremental annual 5% decline in US and International revenue, to 2 reflect: • Continued headwinds in retail sector • Shift in retail partners moving away from DVD sales (e.g., Costco) Source: Company management. CONFIDENTIAL 16
Summary of IP Licensing and ACL Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Revenue $0.0 $0.0 $0.8 $0.8 $0.8 $0.8 $0.1 $0.1 $0.1 $0.1 1 % Growth (72%) (60%) NM 0% 0% 0% 518% 0% 0% 0% Gross Profit $0.0 $0.0 $0.3 $0.3 $0.3 $0.3 $0.0 $0.0 $0.0 $0.0 % Margin 100% 229% 31% 31% 31% 31% 39% 39% 39% 39% SG&A ($0.5) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) Adj. EBITDA (Pre-Corp. Exp.) ($0.4) ($0.4) ($0.2) ($0.2) ($0.2) ($0.2) ($0.4) ($0.4) ($0.4) ($0.4) 2 64% of ACL Equity Earnings $6.4 $6.9 $6.7 $7.6 $7.0 $7.0 $5.9 $5.9 $5.9 $5.9 Assumptions 1 ■ No other co-produced content in 2019-2022 2 ■ Reflects lower revenue and profitability from commissioned TV and film content, including Murder on the Orient Express, Death on the Nile, and ABC Murders in 2019-2020 Source: Company management. CONFIDENTIAL 17Summary of IP Licensing and ACL Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018B 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Revenue $0.0 $0.0 $0.8 $0.8 $0.8 $0.8 $0.1 $0.1 $0.1 $0.1 1 % Growth (72%) (60%) NM 0% 0% 0% 518% 0% 0% 0% Gross Profit $0.0 $0.0 $0.3 $0.3 $0.3 $0.3 $0.0 $0.0 $0.0 $0.0 % Margin 100% 229% 31% 31% 31% 31% 39% 39% 39% 39% SG&A ($0.5) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) Adj. EBITDA (Pre-Corp. Exp.) ($0.4) ($0.4) ($0.2) ($0.2) ($0.2) ($0.2) ($0.4) ($0.4) ($0.4) ($0.4) 2 64% of ACL Equity Earnings $6.4 $6.9 $6.7 $7.6 $7.0 $7.0 $5.9 $5.9 $5.9 $5.9 Assumptions 1 ■ No other co-produced content in 2019-2022 2 ■ Reflects lower revenue and profitability from commissioned TV and film content, including Murder on the Orient Express, Death on the Nile, and ABC Murders in 2019-2020 Source: Company management. CONFIDENTIAL 17
Management Base Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018B 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $57.0 $75.0 $95.1 $119.3 IP Licensing 3.1 0.2 0.0 0.0 0.8 0.8 0.8 0.8 Wholesale Distribution 88.3 63.8 59.1 58.2 57.4 55.2 55.2 55.2 Total Revenue $99.0 $80.2 $86.3 $100.5 $115.3 $131.0 $151.1 $175.3 % Growth -- (19%) 8% 16% 15% 14% 15% 16% % Growth by Segment: Digital Channels 116% 67% 56% 35% 32% 27% 25% Wholesale Distribution (28%) (7%) (2%) (1%) (4%) --% --% Equity Income from ACL 39% 93% (10%) 7% 16% (9%) --% Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.4 $28.4 $37.2 $49.9 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.2) (0.2) (0.2) (0.2) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 6.7 7.6 7.0 7.0 Wholesale Distribution 15.5 11.3 11.2 12.7 9.6 9.2 9.2 8.9 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (16.0) (18.8) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $24.6 $32.3 $37.2 $46.9 % Growth -- 64% 26% 29% 15% 31% 15% 26% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 19% 20% 23% % Margin by Segment: Digital Channels NM 43% 36% 33% 36% 38% 39% 42% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 18Management Base Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018B 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $57.0 $75.0 $95.1 $119.3 IP Licensing 3.1 0.2 0.0 0.0 0.8 0.8 0.8 0.8 Wholesale Distribution 88.3 63.8 59.1 58.2 57.4 55.2 55.2 55.2 Total Revenue $99.0 $80.2 $86.3 $100.5 $115.3 $131.0 $151.1 $175.3 % Growth -- (19%) 8% 16% 15% 14% 15% 16% % Growth by Segment: Digital Channels 116% 67% 56% 35% 32% 27% 25% Wholesale Distribution (28%) (7%) (2%) (1%) (4%) --% --% Equity Income from ACL 39% 93% (10%) 7% 16% (9%) --% Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.4 $28.4 $37.2 $49.9 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.2) (0.2) (0.2) (0.2) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 6.7 7.6 7.0 7.0 Wholesale Distribution 15.5 11.3 11.2 12.7 9.6 9.2 9.2 8.9 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (16.0) (18.8) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $24.6 $32.3 $37.2 $46.9 % Growth -- 64% 26% 29% 15% 31% 15% 26% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 19% 20% 23% % Margin by Segment: Digital Channels NM 43% 36% 33% 36% 38% 39% 42% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 18
Management Adjusted Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018B 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $54.8 $67.2 $80.3 $95.9 IP Licensing 3.1 0.2 0.0 0.0 0.1 0.1 0.1 0.1 Wholesale Distribution 88.3 63.8 59.1 58.2 54.4 49.5 47.1 44.7 Total Revenue $99.0 $80.2 $86.3 $100.5 $109.3 $116.9 $127.5 $140.7 % Growth -- (19%) 8% 16% 9% 7% 9% 10% % Growth by Segment: Digital Channels 116% 67% 56% 29% 23% 19% 19% Wholesale Distribution (28%) (7%) (2%) (6%) (9%) (5%) (5%) Equity Income from ACL 39% 93% (10%) (8%) (0%) (0%) (0%) Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.8 $25.1 $29.3 $36.5 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 5.9 5.9 5.9 5.9 Wholesale Distribution 15.5 11.3 11.2 12.7 9.1 8.2 7.8 7.2 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (14.4) (16.0) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $23.5 $26.1 $28.3 $33.2 % Growth -- 64% 26% 29% 10% 11% 8% 18% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 17% 18% 19% % Margin by Segment: Digital Channels NM 43% 36% 33% 38% 37% 36% 38% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 19Management Adjusted Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018B 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $54.8 $67.2 $80.3 $95.9 IP Licensing 3.1 0.2 0.0 0.0 0.1 0.1 0.1 0.1 Wholesale Distribution 88.3 63.8 59.1 58.2 54.4 49.5 47.1 44.7 Total Revenue $99.0 $80.2 $86.3 $100.5 $109.3 $116.9 $127.5 $140.7 % Growth -- (19%) 8% 16% 9% 7% 9% 10% % Growth by Segment: Digital Channels 116% 67% 56% 29% 23% 19% 19% Wholesale Distribution (28%) (7%) (2%) (6%) (9%) (5%) (5%) Equity Income from ACL 39% 93% (10%) (8%) (0%) (0%) (0%) Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.8 $25.1 $29.3 $36.5 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 5.9 5.9 5.9 5.9 Wholesale Distribution 15.5 11.3 11.2 12.7 9.1 8.2 7.8 7.2 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (14.4) (16.0) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $23.5 $26.1 $28.3 $33.2 % Growth -- 64% 26% 29% 10% 11% 8% 18% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 17% 18% 19% % Margin by Segment: Digital Channels NM 43% 36% 33% 38% 37% 36% 38% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 19
Methodologies and Analytical Approach ■ Conducted financial analysis of River using publicly available information and financial forecasts provided by River management ■ Assumed and relied, without independent verification, upon accuracy and completeness of all General financial information and data reviewed Approach ■ Considered results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis ■ Financial analyses performed include • Selected public companies analysis Financial • Selected precedent transactions analysis Analyses • Discounted cash flow analysis (Base Case and Adjusted Case) • Sum-of-the-parts analysis ■ 52-week trading range as of unaffected date of February 23, 2018 Additional Information CONFIDENTIAL 20Methodologies and Analytical Approach ■ Conducted financial analysis of River using publicly available information and financial forecasts provided by River management ■ Assumed and relied, without independent verification, upon accuracy and completeness of all General financial information and data reviewed Approach ■ Considered results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis ■ Financial analyses performed include • Selected public companies analysis Financial • Selected precedent transactions analysis Analyses • Discounted cash flow analysis (Base Case and Adjusted Case) • Sum-of-the-parts analysis ■ 52-week trading range as of unaffected date of February 23, 2018 Additional Information CONFIDENTIAL 20
Preliminary Illustrative Valuation Summary Preliminary Illustrative Valuation Summary Key Assumptions May 22, 2018 Offer: $6.25 As of unaffected date: 52-Week Trading Range $2.12 $4.61 2/23/2018 2018B Adj. EBITDA: 9.0 - 12.0x $4.52 $5.99 $21.3mm WholeCo: Selected 2019E Adj. EBITDA: 8.0 - 11.0x $4.64 $6.32 Public $24.6mm Companies 2019E Adj. EBITDA: 8.0 - 11.0x $4.42 $6.03 $23.5mm Selected Fwd Adj. EBITDA: Precedent 10.0 - 13.0x $5.00 $6.46 $21.3mm Transactions (1) WACC: 15.0 - 18.5% Terminal EBITDA $5.81 $8.25 Multiples Approach Terminal EBITDA Mult: 9.0 - 12.0x DCF Analysis WACC: 14.0 - 17.5% Terminal EBITDA $4.47 $6.29 Multiples Approach Terminal EBITDA Mult: 9.0 - 12.0x Digital Channels: 5.5 - 7.5x Revenue 2018B Adj. EBITDA: $5.48 $7.17 $21.3mm ACL: 9.0 - 12.0x EBITDA Sum-of-the- Parts: Digital Channels: 4.0 - 5.5x Revenue 2019E Adj. EBITDA: Selected $5.53 $7.36 $24.6mm ACL: 8.0 - 11.0x EBITDA Public Companies (2) Wholesale: 6.5 - 7.5x EBITDA 2019E Adj. EBITDA: $5.04 $6.71 $23.5mm in both cases in 2018B-2019E Price / Share: $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied 2018B Adj. EBITDA Mult: 1.8x 3.8x 5.7x 7.8x 10.0x 12.1x 14.2x 16.3x 18.4x 20.5x Source: Company management, Company filings, and CapIQ. Note: Includes present value of NOLs. 1. Fwd Adj. EBITDA represents 2018B Adj. EBITDA. Provided for reference only. 2. Corporate SG&A expenses valued at blended multiple of Digital Channels, IP Licensing, and Wholesale segments. CONFIDENTIAL 21 Base Case Adjusted CasePreliminary Illustrative Valuation Summary Preliminary Illustrative Valuation Summary Key Assumptions May 22, 2018 Offer: $6.25 As of unaffected date: 52-Week Trading Range $2.12 $4.61 2/23/2018 2018B Adj. EBITDA: 9.0 - 12.0x $4.52 $5.99 $21.3mm WholeCo: Selected 2019E Adj. EBITDA: 8.0 - 11.0x $4.64 $6.32 Public $24.6mm Companies 2019E Adj. EBITDA: 8.0 - 11.0x $4.42 $6.03 $23.5mm Selected Fwd Adj. EBITDA: Precedent 10.0 - 13.0x $5.00 $6.46 $21.3mm Transactions (1) WACC: 15.0 - 18.5% Terminal EBITDA $5.81 $8.25 Multiples Approach Terminal EBITDA Mult: 9.0 - 12.0x DCF Analysis WACC: 14.0 - 17.5% Terminal EBITDA $4.47 $6.29 Multiples Approach Terminal EBITDA Mult: 9.0 - 12.0x Digital Channels: 5.5 - 7.5x Revenue 2018B Adj. EBITDA: $5.48 $7.17 $21.3mm ACL: 9.0 - 12.0x EBITDA Sum-of-the- Parts: Digital Channels: 4.0 - 5.5x Revenue 2019E Adj. EBITDA: Selected $5.53 $7.36 $24.6mm ACL: 8.0 - 11.0x EBITDA Public Companies (2) Wholesale: 6.5 - 7.5x EBITDA 2019E Adj. EBITDA: $5.04 $6.71 $23.5mm in both cases in 2018B-2019E Price / Share: $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied 2018B Adj. EBITDA Mult: 1.8x 3.8x 5.7x 7.8x 10.0x 12.1x 14.2x 16.3x 18.4x 20.5x Source: Company management, Company filings, and CapIQ. Note: Includes present value of NOLs. 1. Fwd Adj. EBITDA represents 2018B Adj. EBITDA. Provided for reference only. 2. Corporate SG&A expenses valued at blended multiple of Digital Channels, IP Licensing, and Wholesale segments. CONFIDENTIAL 21 Base Case Adjusted Case
Selected Public Companies ($ in millions, except Share Equity Enterprise EV / EBITDA '17A - '19E Growth '18E EBITDA per share data) Price Value Value LTM 2018E 2019E Revenue EBITDA Margin Traditional Media Disney $112.62 $169,725 $195,601 11.2 x 10.8 x 10.6 x 5% 4% 31% CBS 54.04 20,848 30,338 9.2 8.5 7.9 7% 9% 24% Discovery 24.91 18,244 36,855 9.2 9.1 7.9 5% 7% 38% Viacom 29.91 12,113 21,775 7.2 7.0 6.8 2% 4% 24% ITV (1) 2.18 8,830 10,114 8.5 8.9 8.8 1% (2%) 27% AMC 59.08 3,583 6,521 7.2 7.1 7.1 3% 1% 32% Mean 8.8 x 8.6 x 8.2 x 4% 4% 29% Median 8.8 8.7 7.9 4% 4% 29% Independent Content Production & Distribution Lionsgate $22.69 $4,889 $6,979 11.6 x 11.8 x 10.8 x (2%) 1% 15% Entertainment One 4.71 2,240 2,889 12.3 11.4 10.3 8% 11% 17% Eros 13.25 970 1,298 16.5 14.1 11.3 20% 34% 31% DHX Media (2) 2.53 340 1,087 11.5 12.3 11.6 1% (3%) 24% Mean 13.0 x 12.4 x 11.0 x 7% 11% 22% Median 11.9 12.0 11.0 5% 6% 21% Total Mean 10.4 x 10.1 x 9.3 x 5% 7% 26% Median 10.2 9.9 9.5 4% 4% 26% Max 16.5 14.1 11.6 20% 34% 38% Min 7.2 7.0 6.8 (2%) (3%) 15% Source: Company filings and CapIQ as of July 27, 2018. Note: EBITDA excludes stock-based compensation expense. 1. LTM based on CY 2017 EBITDA as CQ1 trading update does not include EBITDA metric. 2. Pro forma for sale of 49% of DHX Media’s 80% stake in Peanuts Holdings for $185mm, announced on May 13, 2018. CONFIDENTIAL 22Selected Public Companies ($ in millions, except Share Equity Enterprise EV / EBITDA '17A - '19E Growth '18E EBITDA per share data) Price Value Value LTM 2018E 2019E Revenue EBITDA Margin Traditional Media Disney $112.62 $169,725 $195,601 11.2 x 10.8 x 10.6 x 5% 4% 31% CBS 54.04 20,848 30,338 9.2 8.5 7.9 7% 9% 24% Discovery 24.91 18,244 36,855 9.2 9.1 7.9 5% 7% 38% Viacom 29.91 12,113 21,775 7.2 7.0 6.8 2% 4% 24% ITV (1) 2.18 8,830 10,114 8.5 8.9 8.8 1% (2%) 27% AMC 59.08 3,583 6,521 7.2 7.1 7.1 3% 1% 32% Mean 8.8 x 8.6 x 8.2 x 4% 4% 29% Median 8.8 8.7 7.9 4% 4% 29% Independent Content Production & Distribution Lionsgate $22.69 $4,889 $6,979 11.6 x 11.8 x 10.8 x (2%) 1% 15% Entertainment One 4.71 2,240 2,889 12.3 11.4 10.3 8% 11% 17% Eros 13.25 970 1,298 16.5 14.1 11.3 20% 34% 31% DHX Media (2) 2.53 340 1,087 11.5 12.3 11.6 1% (3%) 24% Mean 13.0 x 12.4 x 11.0 x 7% 11% 22% Median 11.9 12.0 11.0 5% 6% 21% Total Mean 10.4 x 10.1 x 9.3 x 5% 7% 26% Median 10.2 9.9 9.5 4% 4% 26% Max 16.5 14.1 11.6 20% 34% 38% Min 7.2 7.0 6.8 (2%) (3%) 15% Source: Company filings and CapIQ as of July 27, 2018. Note: EBITDA excludes stock-based compensation expense. 1. LTM based on CY 2017 EBITDA as CQ1 trading update does not include EBITDA metric. 2. Pro forma for sale of 49% of DHX Media’s 80% stake in Peanuts Holdings for $185mm, announced on May 13, 2018. CONFIDENTIAL 22
Selected Precedent Transactions Date Firm FV / Fwd Announced Target Acquiror Value ($B) EBITDA 07/11/18 Sky Comcast $44.0 12.8 x 06/20/18 21st Century Fox The Walt Disney Company 70.6 13.5 07/31/17 Scripps Networks Interactive Discovery 15.4 9.9 10/22/16 Time Warner AT&T 105.9 11.7 06/30/16 Starz Lionsgate 4.4 9.3 04/28/16 Dreamworks Animation Comcast 4.4 33.9 11/20/12 YES Network News Corp. 3.0 11.3 10/30/12 Lucasfilm The Walt Disney Company 4.1 22.0 04/02/12 Image Entertainment RLJ Acquisition 0.1 12.4 04/02/12 Acorn Media RLJ Acquisition 0.1 6.2 05/10/11 CORE Media Apollo Global Management 0.5 7.0 08/05/10 Shed Media Warner Bros. 0.2 6.5 12/03/09 NBCUniversal Comcast/GE JV 30.0 11.2 11/05/09 Travel Channel Scripps 1.0 11.5 08/31/09 Marvel Entertainment The Walt Disney Company 4.0 13.1 07/06/08 The Weather Channel NBC, Bain, Blackstone 3.5 11.2 Mean 12.7 x Median 11.4 Max 33.9 Min 6.2 Source: Company filings and CapIQ. CONFIDENTIAL 23Selected Precedent Transactions Date Firm FV / Fwd Announced Target Acquiror Value ($B) EBITDA 07/11/18 Sky Comcast $44.0 12.8 x 06/20/18 21st Century Fox The Walt Disney Company 70.6 13.5 07/31/17 Scripps Networks Interactive Discovery 15.4 9.9 10/22/16 Time Warner AT&T 105.9 11.7 06/30/16 Starz Lionsgate 4.4 9.3 04/28/16 Dreamworks Animation Comcast 4.4 33.9 11/20/12 YES Network News Corp. 3.0 11.3 10/30/12 Lucasfilm The Walt Disney Company 4.1 22.0 04/02/12 Image Entertainment RLJ Acquisition 0.1 12.4 04/02/12 Acorn Media RLJ Acquisition 0.1 6.2 05/10/11 CORE Media Apollo Global Management 0.5 7.0 08/05/10 Shed Media Warner Bros. 0.2 6.5 12/03/09 NBCUniversal Comcast/GE JV 30.0 11.2 11/05/09 Travel Channel Scripps 1.0 11.5 08/31/09 Marvel Entertainment The Walt Disney Company 4.0 13.1 07/06/08 The Weather Channel NBC, Bain, Blackstone 3.5 11.2 Mean 12.7 x Median 11.4 Max 33.9 Min 6.2 Source: Company filings and CapIQ. CONFIDENTIAL 23
WholeCo Base Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.4 $25.2 $30.7 $40.4 $40.4 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.7 $19.4 $25.0 $34.6 $36.4 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.3) (5.0) (6.5) (9.0) (9.5) NOPAT $6.2 $9.4 $14.4 $18.5 $25.6 $26.9 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 6.2 7.1 6.5 6.5 6.5 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 50.0 Less: Investment in Content (54.6) (50.0) (50.0) (50.0) (50.0) (50.0) Less: Δ Working capital (0.2) 1.6 2.0 1.5 1.5 1.5 Unlevered Free Cash Flow ($3.1) $6.0 $16.6 $24.1 $34.4 $34.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 9.0x 10.5x 12.0x Rate 9.0x 10.5x 12.0x 15.0% $6.58 $7.42 $8.25 15.0% $305 $342 $380 16.8% 6.18 6.96 7.74 16.8% 287 322 357 18.5% 5.81 6.54 7.27 18.5% 270 303 336 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 24WholeCo Base Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.4 $25.2 $30.7 $40.4 $40.4 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.7 $19.4 $25.0 $34.6 $36.4 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.3) (5.0) (6.5) (9.0) (9.5) NOPAT $6.2 $9.4 $14.4 $18.5 $25.6 $26.9 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 6.2 7.1 6.5 6.5 6.5 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 50.0 Less: Investment in Content (54.6) (50.0) (50.0) (50.0) (50.0) (50.0) Less: Δ Working capital (0.2) 1.6 2.0 1.5 1.5 1.5 Unlevered Free Cash Flow ($3.1) $6.0 $16.6 $24.1 $34.4 $34.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 9.0x 10.5x 12.0x Rate 9.0x 10.5x 12.0x 15.0% $6.58 $7.42 $8.25 15.0% $305 $342 $380 16.8% 6.18 6.96 7.74 16.8% 287 322 357 18.5% 5.81 6.54 7.27 18.5% 270 303 336 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 24
WholeCo Adjusted Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.1 $20.7 $22.9 $27.8 $27.8 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.3 $15.0 $17.1 $22.1 $23.8 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.2) (3.9) (4.4) (5.7) (6.2) NOPAT $6.2 $9.1 $11.1 $12.7 $16.3 $17.6 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 5.4 5.4 5.4 5.4 5.4 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 49.0 Less: Investment in Content (54.6) (48.5) (48.6) (48.8) (49.0) (49.0) Less: Δ Working capital (0.2) 2.2 2.5 1.9 1.9 1.9 Unlevered Free Cash Flow ($3.1) $7.1 $13.5 $18.8 $25.4 $24.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 9.0x 10.5x 12.0x Rate 9.0x 10.5x 12.0x 14.0% $5.06 $5.68 $6.29 14.0% $236 $264 $292 15.8% 4.75 5.33 5.90 15.8% 222 248 274 17.5% 4.47 5.00 5.54 17.5% 210 234 258 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 25WholeCo Adjusted Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.1 $20.7 $22.9 $27.8 $27.8 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.3 $15.0 $17.1 $22.1 $23.8 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.2) (3.9) (4.4) (5.7) (6.2) NOPAT $6.2 $9.1 $11.1 $12.7 $16.3 $17.6 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 5.4 5.4 5.4 5.4 5.4 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 49.0 Less: Investment in Content (54.6) (48.5) (48.6) (48.8) (49.0) (49.0) Less: Δ Working capital (0.2) 2.2 2.5 1.9 1.9 1.9 Unlevered Free Cash Flow ($3.1) $7.1 $13.5 $18.8 $25.4 $24.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 9.0x 10.5x 12.0x Rate 9.0x 10.5x 12.0x 14.0% $5.06 $5.68 $6.29 14.0% $236 $264 $292 15.8% 4.75 5.33 5.90 15.8% 222 248 274 17.5% 4.47 5.00 5.54 17.5% 210 234 258 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 25
SOTP Base Case Financials: Selected Public Companies Analysis: 2018B ($USD in Millions) 2018B 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $42.4 $14.0 Revenue 5.5x 7.5x $233 $318 0.0 (0.4) IP Licensing NA -- -- -- -- 58.2 12.7 82 95 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 6.9 EBITDA 9.0x 12.0x 62 83 Corporate Expenses -- (11.8) EBITDA 12.0x 15.7x (142) (186) Total $100.5 $21.3 12.0x 15.7x $235 $309 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 20 22 Implied Equity Value $236 $312 Fully Diluted Shares Outstanding 43.0 43.5 Implied Equity Value / Share $5.48 $7.17 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 26SOTP Base Case Financials: Selected Public Companies Analysis: 2018B ($USD in Millions) 2018B 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $42.4 $14.0 Revenue 5.5x 7.5x $233 $318 0.0 (0.4) IP Licensing NA -- -- -- -- 58.2 12.7 82 95 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 6.9 EBITDA 9.0x 12.0x 62 83 Corporate Expenses -- (11.8) EBITDA 12.0x 15.7x (142) (186) Total $100.5 $21.3 12.0x 15.7x $235 $309 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 20 22 Implied Equity Value $236 $312 Fully Diluted Shares Outstanding 43.0 43.5 Implied Equity Value / Share $5.48 $7.17 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 26
SOTP Base Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $57.0 $20.4 Revenue 4.0x 5.5x $228 $314 0.8 (0.2) IP Licensing NA -- -- -- -- 57.4 9.6 62 72 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 6.7 EBITDA 8.0x 11.0x 63 86 Corporate Expenses -- (11.9) EBITDA 9.7x 12.9x (116) (154) Total $115.3 $24.6 9.7x 12.9x $237 $318 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 20 22 Implied Equity Value $238 $321 Fully Diluted Shares Outstanding 43.1 43.5 Implied Equity Value / Share $5.53 $7.36 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 27SOTP Base Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $57.0 $20.4 Revenue 4.0x 5.5x $228 $314 0.8 (0.2) IP Licensing NA -- -- -- -- 57.4 9.6 62 72 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 6.7 EBITDA 8.0x 11.0x 63 86 Corporate Expenses -- (11.9) EBITDA 9.7x 12.9x (116) (154) Total $115.3 $24.6 9.7x 12.9x $237 $318 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 20 22 Implied Equity Value $238 $321 Fully Diluted Shares Outstanding 43.1 43.5 Implied Equity Value / Share $5.53 $7.36 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 27
SOTP Adjusted Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $54.8 $20.8 Revenue 4.0x 5.5x $219 $302 0.1 (0.4) IP Licensing NA -- -- -- -- 54.4 9.1 59 68 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 5.9 EBITDA 8.0x 11.0x 50 68 Corporate Expenses -- (11.9) EBITDA 9.4x 12.5x (112) (149) Total $109.3 $23.5 9.4x 12.5x $216 $289 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 19 21 Implied Equity Value $216 $291 Fully Diluted Shares Outstanding 42.9 43.4 Implied Equity Value / Share $5.04 $6.71 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 28SOTP Adjusted Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $54.8 $20.8 Revenue 4.0x 5.5x $219 $302 0.1 (0.4) IP Licensing NA -- -- -- -- 54.4 9.1 59 68 Wholesale Distribution EBITDA 6.5x 7.5x 64% Stake in ACL (1) -- 5.9 EBITDA 8.0x 11.0x 50 68 Corporate Expenses -- (11.9) EBITDA 9.4x 12.5x (112) (149) Total $109.3 $23.5 9.4x 12.5x $216 $289 Less: Debt (2) ($25) ($25) Plus: Cash (3) 6 6 Plus: Present Value of NOLs 19 21 Implied Equity Value $216 $291 Fully Diluted Shares Outstanding 42.9 43.4 Implied Equity Value / Share $5.04 $6.71 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes $2mm of liabilities owed to the RLJ Companies. 3. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 28
AppendixAppendix
Selected Premiums Paid Analysis Acquirors have, on average, paid roughly 26-38% premiums to unaffected share price for 100% control transactions ■ Aqua’s offer of $6.25 represents a 61% premium to River’s unaffected share price of $3.87 as of February 23, 2018 Transaction Premium to Unaffected Share Price Ann. Date Target Acquiror Value ($mm) 1-Day 7-Day 30-Day 03/12/18 Cogentix Medical Laborie Medical $235 14% 27% 40% 07/26/17 Guidance Software Open Text Corporation 256 3% 2% 5% 06/22/17 EnerNOC Enel Green Power North America 250 42% 29% 37% 06/14/17 Rightside Group Donuts 218 9% 9% 14% 04/11/17 UCP Century Communities 217 22% 18% 11% 02/21/17 Delta Natural Gas PNG Companies 218 17% 17% 14% 02/14/17 GigPeak Integrated Device Technology 225 14% 18% 18% 01/25/17 Arctic Cat Textron Specialized Vehicles 245 41% 35% 17% 01/11/17 Derma Sciences Integra LifeSciences 201 40% 33% 46% 11/07/16 Datalink Insight Enterprises 253 19% 19% 6% 08/30/16 USMD Holdings WellMed Medical Management 255 9% 12% 8% 08/12/16 Silicon Graphics International Hewlett Packard Enterprise 296 30% 36% 49% 06/21/16 American Science & Engineering OSI Systems 269 14% 16% 23% 11/02/15 Furmanite Team 290 8% 17% 23% 10/08/15 Journal Media Group Gannett 300 45% 59% 83% 09/03/15 Millennial Media Oath 263 13% 9% 4% 08/11/15 NTELOS Shenandoah Telecommunications 206 27% 38% 95% 02/05/15 Courier Corporation R.R. Donnelley & Sons 265 59% 58% 60% 10/15/14 Penford Corporation Ingredion 246 73% 61% 28% 09/28/14 Ambit Biosciences Daiichi Sankyo 279 83% 78% 98% 07/02/14 Vitacost.com Kroger 276 27% 27% 24% 06/30/14 Enventis Consolidated Communications 226 17% 20% 21% 06/25/14 Medical Action Industries Owens & Minor 228 95% 94% 112% 12/16/13 Solta Medical Valeant Pharmaceuticals 245 40% 42% 45% 11/08/13 Costa Essilor International 284 8% 7% 18% 11/06/13 Mindspeed Technologies MACOM Technology Solutions 219 70% 76% 75% 10/01/13 Edgen Group Sumitomo 228 58% 52% 63% 09/04/13 Rochester Medical C. R. Bard 252 45% 44% 33% Mean 34% 34% 38% Source: Company filings and CapIQ. Median 27% 28% 26% Note: Represents US transactions valued between $200 mm to $300 mm in the past 5 years. Max 95% 94% 112% Excludes transactions in the financial, real estate, and energy industries. Min 3% 2% 4% Only includes 100% acquisition transactions. CONFIDENTIAL 30Selected Premiums Paid Analysis Acquirors have, on average, paid roughly 26-38% premiums to unaffected share price for 100% control transactions ■ Aqua’s offer of $6.25 represents a 61% premium to River’s unaffected share price of $3.87 as of February 23, 2018 Transaction Premium to Unaffected Share Price Ann. Date Target Acquiror Value ($mm) 1-Day 7-Day 30-Day 03/12/18 Cogentix Medical Laborie Medical $235 14% 27% 40% 07/26/17 Guidance Software Open Text Corporation 256 3% 2% 5% 06/22/17 EnerNOC Enel Green Power North America 250 42% 29% 37% 06/14/17 Rightside Group Donuts 218 9% 9% 14% 04/11/17 UCP Century Communities 217 22% 18% 11% 02/21/17 Delta Natural Gas PNG Companies 218 17% 17% 14% 02/14/17 GigPeak Integrated Device Technology 225 14% 18% 18% 01/25/17 Arctic Cat Textron Specialized Vehicles 245 41% 35% 17% 01/11/17 Derma Sciences Integra LifeSciences 201 40% 33% 46% 11/07/16 Datalink Insight Enterprises 253 19% 19% 6% 08/30/16 USMD Holdings WellMed Medical Management 255 9% 12% 8% 08/12/16 Silicon Graphics International Hewlett Packard Enterprise 296 30% 36% 49% 06/21/16 American Science & Engineering OSI Systems 269 14% 16% 23% 11/02/15 Furmanite Team 290 8% 17% 23% 10/08/15 Journal Media Group Gannett 300 45% 59% 83% 09/03/15 Millennial Media Oath 263 13% 9% 4% 08/11/15 NTELOS Shenandoah Telecommunications 206 27% 38% 95% 02/05/15 Courier Corporation R.R. Donnelley & Sons 265 59% 58% 60% 10/15/14 Penford Corporation Ingredion 246 73% 61% 28% 09/28/14 Ambit Biosciences Daiichi Sankyo 279 83% 78% 98% 07/02/14 Vitacost.com Kroger 276 27% 27% 24% 06/30/14 Enventis Consolidated Communications 226 17% 20% 21% 06/25/14 Medical Action Industries Owens & Minor 228 95% 94% 112% 12/16/13 Solta Medical Valeant Pharmaceuticals 245 40% 42% 45% 11/08/13 Costa Essilor International 284 8% 7% 18% 11/06/13 Mindspeed Technologies MACOM Technology Solutions 219 70% 76% 75% 10/01/13 Edgen Group Sumitomo 228 58% 52% 63% 09/04/13 Rochester Medical C. R. Bard 252 45% 44% 33% Mean 34% 34% 38% Source: Company filings and CapIQ. Median 27% 28% 26% Note: Represents US transactions valued between $200 mm to $300 mm in the past 5 years. Max 95% 94% 112% Excludes transactions in the financial, real estate, and energy industries. Min 3% 2% 4% Only includes 100% acquisition transactions. CONFIDENTIAL 30
Selected Public Companies ($ in millions, except Share Equity Enterprise EV / Revenue '17A - '19E Growth '18E EBITDA per share data) Price Value Value LTM 2018E 2019E Revenue EBITDA Margin Subscription Streaming Netflix $355.21 $160,470 $164,981 11.9 x 10.4 x 8.4 x 30% 68% 13% Spotify 186.27 35,951 32,986 6.5 5.4 4.2 26% NM NM Gaia 18.80 359 298 9.3 6.7 3.8 66% NM NM Mean 9.2 x 7.5 x 5.5 x 41% 68% 13% Median 9.3 6.7 4.2 30% 68% 13% Max 11.9 10.4 8.4 66% 68% 13% Min 6.5 5.4 3.8 26% 68% 13% Source: Company filings and CapIQ as of July 27, 2018. CONFIDENTIAL 31Selected Public Companies ($ in millions, except Share Equity Enterprise EV / Revenue '17A - '19E Growth '18E EBITDA per share data) Price Value Value LTM 2018E 2019E Revenue EBITDA Margin Subscription Streaming Netflix $355.21 $160,470 $164,981 11.9 x 10.4 x 8.4 x 30% 68% 13% Spotify 186.27 35,951 32,986 6.5 5.4 4.2 26% NM NM Gaia 18.80 359 298 9.3 6.7 3.8 66% NM NM Mean 9.2 x 7.5 x 5.5 x 41% 68% 13% Median 9.3 6.7 4.2 30% 68% 13% Max 11.9 10.4 8.4 66% 68% 13% Min 6.5 5.4 3.8 26% 68% 13% Source: Company filings and CapIQ as of July 27, 2018. CONFIDENTIAL 31
Acorn TV: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 4.9% 1.28 1.23 1 Netflix 2 Gaia (2) 0.0% 0.61 0.61 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 0.98 1.47 Debt / Capitalization (Market) 4.9% 4.9% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.2% 10.8% Size Premium (3) 5.4% 5.4% Cost of Equity 14.6% 19.3% Cost of Debt Cost of Debt (Pretax) (4) 5.8% 5.8% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 14.6% 19.3% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 4.9% 4.9% Weighted Average Cost of Capital 14.1% 16.3% 18.6% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 32Acorn TV: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 4.9% 1.28 1.23 1 Netflix 2 Gaia (2) 0.0% 0.61 0.61 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 0.98 1.47 Debt / Capitalization (Market) 4.9% 4.9% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.2% 10.8% Size Premium (3) 5.4% 5.4% Cost of Equity 14.6% 19.3% Cost of Debt Cost of Debt (Pretax) (4) 5.8% 5.8% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 14.6% 19.3% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 4.9% 4.9% Weighted Average Cost of Capital 14.1% 16.3% 18.6% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 32
UMC: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 4.9% 1.28 1.23 Netflix Gaia (2) 0.0% 0.61 0.61 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 0.98 1.47 Debt / Capitalization (Market) 4.9% 4.9% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.2% 10.8% Size Premium (3) 11.4% 11.4% Cost of Equity 20.6% 25.3% Cost of Debt Cost of Debt (Pretax) (4) 5.8% 5.8% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 20.6% 25.3% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 4.9% 4.9% Weighted Average Cost of Capital 19.8% 22.1% 24.3% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 33UMC: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 4.9% 1.28 1.23 Netflix Gaia (2) 0.0% 0.61 0.61 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 0.98 1.47 Debt / Capitalization (Market) 4.9% 4.9% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.2% 10.8% Size Premium (3) 11.4% 11.4% Cost of Equity 20.6% 25.3% Cost of Debt Cost of Debt (Pretax) (4) 5.8% 5.8% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 20.6% 25.3% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 4.9% 4.9% Weighted Average Cost of Capital 19.8% 22.1% 24.3% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 33
Wholesale + IP Licensing: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Traditional Media U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 12.9% 0.97 0.88 1 Disney 2 CBS 30.9% 0.76 0.57 Equity Market Risk Premium (1) 6.0% 7.1% 51.2% 1.23 0.69 3 Discovery Asset Beta (2) 0.52 0.77 46.9% 0.87 0.53 4 Viacom Debt / Capitalization (Market) 32.0% 32.0% 13.8% 0.94 0.84 5 ITV Effective Marginal Tax Rate 26.0% 26.0% 6 AMC 46.1% 0.78 0.48 Adjusted Equity Market Risk Premium 4.2% 7.4% Independent Content Production & Distribution 33.1% 1.35 0.99 7 Lionsgate Size Premium (3) 5.4% 5.4% 24.0% 0.74 0.60 8 Entertainment One Cost of Equity 12.7% 15.8% 9 Eros 24.4% 0.88 0.71 67.1% 0.19 0.07 10 DHX Media Cost of Debt Cost of Debt (Pretax) (4) 6.6% 6.6% Median 32.0% 0.64 Effective Marginal Tax Rate 26.0% 26.0% Average 35.0% 0.64 Cost of Debt (After tax) 4.9% 4.9% WACC Cost of Equity 12.7% 15.8% Cost of Debt (After Tax) 4.9% 4.9% Debt / Capitalization (Market) 32.0% 32.0% Weighted Average Cost of Capital 10.2% 11.3% 12.3% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on median of two-year betas per Bloomberg of comparable companies +/- 20%. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on median yield to worst of selected Independent Content Production & Distribution companies. CONFIDENTIAL 34Wholesale + IP Licensing: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Traditional Media U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 12.9% 0.97 0.88 1 Disney 2 CBS 30.9% 0.76 0.57 Equity Market Risk Premium (1) 6.0% 7.1% 51.2% 1.23 0.69 3 Discovery Asset Beta (2) 0.52 0.77 46.9% 0.87 0.53 4 Viacom Debt / Capitalization (Market) 32.0% 32.0% 13.8% 0.94 0.84 5 ITV Effective Marginal Tax Rate 26.0% 26.0% 6 AMC 46.1% 0.78 0.48 Adjusted Equity Market Risk Premium 4.2% 7.4% Independent Content Production & Distribution 33.1% 1.35 0.99 7 Lionsgate Size Premium (3) 5.4% 5.4% 24.0% 0.74 0.60 8 Entertainment One Cost of Equity 12.7% 15.8% 9 Eros 24.4% 0.88 0.71 67.1% 0.19 0.07 10 DHX Media Cost of Debt Cost of Debt (Pretax) (4) 6.6% 6.6% Median 32.0% 0.64 Effective Marginal Tax Rate 26.0% 26.0% Average 35.0% 0.64 Cost of Debt (After tax) 4.9% 4.9% WACC Cost of Equity 12.7% 15.8% Cost of Debt (After Tax) 4.9% 4.9% Debt / Capitalization (Market) 32.0% 32.0% Weighted Average Cost of Capital 10.2% 11.3% 12.3% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of July 27, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on median of two-year betas per Bloomberg of comparable companies +/- 20%. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on median yield to worst of selected Independent Content Production & Distribution companies. CONFIDENTIAL 34
Blended WACC Calculation Detail 2022 Adj. EBITDA (Pre Corp. Exp.) WACC ($USD in millions) $ % Low Mid High Base Case Acorn TV $31.7 48% 14.1% 16.3% 18.6% UMC 18.1 28% 19.8% 22.1% 24.3% Wholesale + IP 15.8 24% 10.2% 11.3% 12.3% Total (Pre Corp. Exp.) $65.6 100% 14.8% 16.7% 18.6% Adjusted Case Acorn TV $30.6 62% 14.1% 16.3% 18.6% UMC 5.8 12% 19.8% 22.1% 24.3% Wholesale + IP 12.8 26% 10.2% 11.3% 12.3% Total (Pre Corp. Exp.) $49.2 100% 13.8% 15.7% 17.6% Source: Company management, Bloomberg, CapIQ, Duff & Phelps, and Company filings. Note: Terminal Adj. EBITDA being utilized as a proxy for estimated value contribution for each segment. CONFIDENTIAL 35Blended WACC Calculation Detail 2022 Adj. EBITDA (Pre Corp. Exp.) WACC ($USD in millions) $ % Low Mid High Base Case Acorn TV $31.7 48% 14.1% 16.3% 18.6% UMC 18.1 28% 19.8% 22.1% 24.3% Wholesale + IP 15.8 24% 10.2% 11.3% 12.3% Total (Pre Corp. Exp.) $65.6 100% 14.8% 16.7% 18.6% Adjusted Case Acorn TV $30.6 62% 14.1% 16.3% 18.6% UMC 5.8 12% 19.8% 22.1% 24.3% Wholesale + IP 12.8 26% 10.2% 11.3% 12.3% Total (Pre Corp. Exp.) $49.2 100% 13.8% 15.7% 17.6% Source: Company management, Bloomberg, CapIQ, Duff & Phelps, and Company filings. Note: Terminal Adj. EBITDA being utilized as a proxy for estimated value contribution for each segment. CONFIDENTIAL 35
Base Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.4 $25.2 $30.7 $40.4 Beginning NOL Balance $55.4 $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.2 $36.5 $15.2 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.4) (25.2) (30.7) (15.2) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.8 $6.5 $8.0 $3.9 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 15.0% WACC: $0.55 @ 16.8% WACC: 0.52 @ 18.5% WACC: 0.50 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. CONFIDENTIAL 36Base Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.4 $25.2 $30.7 $40.4 Beginning NOL Balance $55.4 $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.2 $36.5 $15.2 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.4) (25.2) (30.7) (15.2) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.8 $6.5 $8.0 $3.9 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 15.0% WACC: $0.55 @ 16.8% WACC: 0.52 @ 18.5% WACC: 0.50 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. CONFIDENTIAL 36
Adjusted Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.1 $20.7 $22.9 $27.8 Beginning NOL Balance $55.4 $51.8 $43.1 $31.8 $18.4 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.5 $41.2 $27.8 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.1) (20.7) (22.9) (27.8) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $43.1 $31.8 $18.4 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.7 $5.4 $5.9 $7.2 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 14.0% WACC: $0.54 @ 15.8% WACC: 0.51 @ 17.5% WACC: 0.49 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. CONFIDENTIAL 37Adjusted Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018B 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.1 $20.7 $22.9 $27.8 Beginning NOL Balance $55.4 $51.8 $43.1 $31.8 $18.4 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.5 $41.2 $27.8 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.1) (20.7) (22.9) (27.8) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $43.1 $31.8 $18.4 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.7 $5.4 $5.9 $7.2 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 14.0% WACC: $0.54 @ 15.8% WACC: 0.51 @ 17.5% WACC: 0.49 Source: Company management and Company filings. Note: Present value of cash flows as of June 30, 2018 using mid-year discounting convention. CONFIDENTIAL 37
Exhibit (c)(iii) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Presentation Materials May 2018Exhibit (c)(iii) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Presentation Materials May 2018
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection with a potential transaction involving a company code-named “Aqua”. Allen has been retained by, and reports solely to, the Committee. The accompanying material was compiled and prepared on a confidential basis solely for use by the Committee and not with a view toward public disclosure under any securities laws or otherwise, and may not be used for any other purpose without Allen’s prior written consent. The information utilized in preparing this material was obtained from the management of the Company ( Management ) and other representatives and public sources. Allen has relied upon and assumed the accuracy and completeness of all financial, accounting, tax and other information available to Allen from public sources, provided to Allen by the Company or its representatives, or otherwise reviewed by Allen. Any estimates or budgetary information for the Company contained herein have been prepared by Management or are based upon such estimates or budgetary information, and involve numerous and significant subjective judgments, which may or may not prove to be correct. Certain forward-looking information with respect to the anticipated future performance of the Company has been derived from Management or Wall Street estimates for the Company. Allen does not take responsibility for such estimates and projections or the basis on which they were prepared. Furthermore, with respect to the estimates and projections provided to Allen, Allen has assumed that they have been prepared in good faith reflecting the best currently available estimates and judgments of the Management as to the Company’s future operating and financial performance. No representation or warranty, express or implied, is made as to the accuracy or completeness of any such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future operational or financial performance of the Company. Since the material contained herein was prepared for use in the context of a presentation to the Committee, which is familiar with the business and the affairs of the Company, neither the Company nor Allen nor any of their respective advisors take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. Allen undertakes no obligation to update or otherwise revise the accompanying material. Nothing contained herein should be construed as tax, accounting, regulatory, insurance, legal or other similar professional advice. Allen expresses no opinion as to the trading price of the securities of any company in the future. Nothing herein constitutes an opinion or a recommendation as to what course of action the Committee or any security holder of the Company should pursue in conjunction with any proposed transaction or otherwise. CONFIDENTIAL 2PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection with a potential transaction involving a company code-named “Aqua”. Allen has been retained by, and reports solely to, the Committee. The accompanying material was compiled and prepared on a confidential basis solely for use by the Committee and not with a view toward public disclosure under any securities laws or otherwise, and may not be used for any other purpose without Allen’s prior written consent. The information utilized in preparing this material was obtained from the management of the Company ( Management ) and other representatives and public sources. Allen has relied upon and assumed the accuracy and completeness of all financial, accounting, tax and other information available to Allen from public sources, provided to Allen by the Company or its representatives, or otherwise reviewed by Allen. Any estimates or budgetary information for the Company contained herein have been prepared by Management or are based upon such estimates or budgetary information, and involve numerous and significant subjective judgments, which may or may not prove to be correct. Certain forward-looking information with respect to the anticipated future performance of the Company has been derived from Management or Wall Street estimates for the Company. Allen does not take responsibility for such estimates and projections or the basis on which they were prepared. Furthermore, with respect to the estimates and projections provided to Allen, Allen has assumed that they have been prepared in good faith reflecting the best currently available estimates and judgments of the Management as to the Company’s future operating and financial performance. No representation or warranty, express or implied, is made as to the accuracy or completeness of any such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future operational or financial performance of the Company. Since the material contained herein was prepared for use in the context of a presentation to the Committee, which is familiar with the business and the affairs of the Company, neither the Company nor Allen nor any of their respective advisors take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Committee. Allen undertakes no obligation to update or otherwise revise the accompanying material. Nothing contained herein should be construed as tax, accounting, regulatory, insurance, legal or other similar professional advice. Allen expresses no opinion as to the trading price of the securities of any company in the future. Nothing herein constitutes an opinion or a recommendation as to what course of action the Committee or any security holder of the Company should pursue in conjunction with any proposed transaction or otherwise. CONFIDENTIAL 2
Transaction OverviewTransaction Overview
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Situation Overview On February 26, 2018, Aqua offered to purchase all outstanding shares of River common stock not currently owned by Aqua or Robert L. Johnson for $4.25 / share in cash (“Initial Offer”) ■ This represents a 10% premium to the unaffected price of $3.87 as of February 23, 2018 ■ Aqua also announced that it was not interested in selling its existing stake in River or participating in any other strategic process ■ River’s Board of Directors appointed a special committee of independent directors to evaluate and consider Aqua’s proposal On April 5, 2018, Allen & Company and Citi, Aqua’s financial advisor, held a call in which Allen & Company relayed the message that the Special Committee would only be interested in proceeding with Aqua if Aqua submitted a meaningfully higher offer ■ River made select key financial data available to Citi to help refine their view on valuation On April 25, 2018, Citi and Aqua held a diligence session with River management to review the financial model in detail On May 2, 2018, Allen & Company and Citi held a meeting in which Citi verbally communicated a revised offer from Aqua of $4.92 / share in cash, subject to further diligence CONFIDENTIAL 4PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Situation Overview On February 26, 2018, Aqua offered to purchase all outstanding shares of River common stock not currently owned by Aqua or Robert L. Johnson for $4.25 / share in cash (“Initial Offer”) ■ This represents a 10% premium to the unaffected price of $3.87 as of February 23, 2018 ■ Aqua also announced that it was not interested in selling its existing stake in River or participating in any other strategic process ■ River’s Board of Directors appointed a special committee of independent directors to evaluate and consider Aqua’s proposal On April 5, 2018, Allen & Company and Citi, Aqua’s financial advisor, held a call in which Allen & Company relayed the message that the Special Committee would only be interested in proceeding with Aqua if Aqua submitted a meaningfully higher offer ■ River made select key financial data available to Citi to help refine their view on valuation On April 25, 2018, Citi and Aqua held a diligence session with River management to review the financial model in detail On May 2, 2018, Allen & Company and Citi held a meeting in which Citi verbally communicated a revised offer from Aqua of $4.92 / share in cash, subject to further diligence CONFIDENTIAL 4
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Overview of Transaction Economics Implied Transaction Multiples Summary Ownership ($USD in Millions) Fully Diluted Shares Shareholder Shares (mm) % Ownership $4.92 Aqua Offer (May 2, 2018) Aqua 26.0 61% Fully Diluted Shares Outstanding 42.4 Equity Value $209 Robert L. Johnson 7.4 17% Plus: Debt 26 All Other 9.0 21% Less: Cash (4) Adj. Firm Value $230 Preferred Shareholders 3.9 9% Less: Unconsolidated Assets (23) Management and Board 2.0 5% Enterprise Value $207 Other Common Shareholders 3.1 7% Implied Enterprise Value / Revenue Metrics Multiples Total Shareholders 42.4 100% 2017A $86.3 2.4x 2018E 100.5 2.1x 2019E 115.3 1.8x Adj. Firm Value / Adj. EBITDA 2017A $16.6 13.9x 2018E 21.3 10.8x 2019E 24.6 9.3x Source: Company filings and management. CONFIDENTIAL 5PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Overview of Transaction Economics Implied Transaction Multiples Summary Ownership ($USD in Millions) Fully Diluted Shares Shareholder Shares (mm) % Ownership $4.92 Aqua Offer (May 2, 2018) Aqua 26.0 61% Fully Diluted Shares Outstanding 42.4 Equity Value $209 Robert L. Johnson 7.4 17% Plus: Debt 26 All Other 9.0 21% Less: Cash (4) Adj. Firm Value $230 Preferred Shareholders 3.9 9% Less: Unconsolidated Assets (23) Management and Board 2.0 5% Enterprise Value $207 Other Common Shareholders 3.1 7% Implied Enterprise Value / Revenue Metrics Multiples Total Shareholders 42.4 100% 2017A $86.3 2.4x 2018E 100.5 2.1x 2019E 115.3 1.8x Adj. Firm Value / Adj. EBITDA 2017A $16.6 13.9x 2018E 21.3 10.8x 2019E 24.6 9.3x Source: Company filings and management. CONFIDENTIAL 5
River OverviewRiver Overview
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Overview of Segments Digital Channels IP Licensing Wholesale Distribution ■ Distributes film and television content ■ Monetizes library of owned IP via ■ Distributes film and television content in through proprietary subscription OTT licensing and production various formats, including DVD, Blu-ray, platforms Acorn TV and UMC digital downloads, broadcast, and SVOD ■ Includes 64% stake in Agatha Christie through partners ■ Niche audiences: Acorn TV focused on Limited, which includes more than 80 British content and UMC on urban content novels, 19 plays and 100 made-for-TV ■ $11.2 mm 2017 Adj. EBITDA (-1% growth films vs. 2016) ■ $9.8 mm 2017 Adj. EBITDA (40% growth vs. 2016)■ $6.0 mm 2017 Adj. EBITDA (89% growth vs. 2016) ■ 680k total subscribers as of December 2017 (49% growth vs. 2016) Source: Company filings. CONFIDENTIAL 7PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Overview of Segments Digital Channels IP Licensing Wholesale Distribution ■ Distributes film and television content ■ Monetizes library of owned IP via ■ Distributes film and television content in through proprietary subscription OTT licensing and production various formats, including DVD, Blu-ray, platforms Acorn TV and UMC digital downloads, broadcast, and SVOD ■ Includes 64% stake in Agatha Christie through partners ■ Niche audiences: Acorn TV focused on Limited, which includes more than 80 British content and UMC on urban content novels, 19 plays and 100 made-for-TV ■ $11.2 mm 2017 Adj. EBITDA (-1% growth films vs. 2016) ■ $9.8 mm 2017 Adj. EBITDA (40% growth vs. 2016)■ $6.0 mm 2017 Adj. EBITDA (89% growth vs. 2016) ■ 680k total subscribers as of December 2017 (49% growth vs. 2016) Source: Company filings. CONFIDENTIAL 7
Volume (mm) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY 5-Year Historical Stock Price Performance $20.00 0.8 Summary Performance Prior to Unaffected Date (2/23/2018) 5 Years 2 Years 1 Year 6 Months 3 Months 5.0 mm 5.5 mm $18.00 Performance (68%) 169% 68% 21% (5%) shares shares 0.7 High $18.21 $4.46 $4.46 $4.40 $4.40 Low 0.85 1.34 2.16 2.91 3.68 $16.00 0.6 $14.00 0.5 $12.00 $10.00 0.4 $8.00 0.3 2/26/18 5/2/18 Verbal $6.00 Public Offer: $4.25 Offer: $4.92 0.2 Current: $4.53 $4.00 0.1 $2.00 $0.00 0 Apr-13 Nov-13 Jun-14 Dec-14 Jul-15 Jan-16 Aug-16 Feb-17 Sep-17 Apr-18 Source: CapIQ as of April 30, 2018. CONFIDENTIAL 8 PriceVolume (mm) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY 5-Year Historical Stock Price Performance $20.00 0.8 Summary Performance Prior to Unaffected Date (2/23/2018) 5 Years 2 Years 1 Year 6 Months 3 Months 5.0 mm 5.5 mm $18.00 Performance (68%) 169% 68% 21% (5%) shares shares 0.7 High $18.21 $4.46 $4.46 $4.40 $4.40 Low 0.85 1.34 2.16 2.91 3.68 $16.00 0.6 $14.00 0.5 $12.00 $10.00 0.4 $8.00 0.3 2/26/18 5/2/18 Verbal $6.00 Public Offer: $4.25 Offer: $4.92 0.2 Current: $4.53 $4.00 0.1 $2.00 $0.00 0 Apr-13 Nov-13 Jun-14 Dec-14 Jul-15 Jan-16 Aug-16 Feb-17 Sep-17 Apr-18 Source: CapIQ as of April 30, 2018. CONFIDENTIAL 8 Price
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY LTM Trading Volume Histograms as of Unaffected Date (February 23, 2018) Below based on closing prices Last 3 months Last 6 months (% of total volume) (% of total volume) 52 % 46 % 35 % 30 % 15 % 10 % 9 % 3 % 1 % -- % -- % -- % -- % -- % -- % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Last 9 months Last 12 months (% of total volume) (% of total volume) 25 % 22 % 22 % 20 % 16 % 15 % 15 % 14 % 13 % 10 % 9 % 8 % 5 % 3 % 2 % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Source: CapIQ. Note: Rounding may result in total sums not equaling 100%. CONFIDENTIAL 9PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY LTM Trading Volume Histograms as of Unaffected Date (February 23, 2018) Below based on closing prices Last 3 months Last 6 months (% of total volume) (% of total volume) 52 % 46 % 35 % 30 % 15 % 10 % 9 % 3 % 1 % -- % -- % -- % -- % -- % -- % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Last 9 months Last 12 months (% of total volume) (% of total volume) 25 % 22 % 22 % 20 % 16 % 15 % 15 % 14 % 13 % 10 % 9 % 8 % 5 % 3 % 2 % -- % $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + $2.15 - $2.45 - $2.75 - $3.05 - $3.35 - $3.65 - $3.95 - $4.25 + 2.45 2.75 3.05 3.35 3.65 3.95 4.25 2.45 2.75 3.05 3.35 3.65 3.95 4.25 Source: CapIQ. Note: Rounding may result in total sums not equaling 100%. CONFIDENTIAL 9
Financial AnalysesFinancial Analyses
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Segment Considerations Acorn TV UMC Wholesale IP Licensing ▲ Growing demand for OTT platforms with niche content▲ Content investment ▲ Established brand with a loyal complementary with digital audience ▲ 50%+ annual subscriber growth since respective launches channels spend ▲ Strong pipeline of ACL TV and ▲ Increasing adoption by MVPDs presents opportunity for fast growth ▲ Financials stabilizing after a film content in 2018-2019, period of decline until 2017 including Murder on the Orient ▲ Established brand with a ▲ Bob Johnson has a track record Express, Death on the Nile, and loyal, passionate audience of success building out a ▲ Currently over 50% of the ABC Murders platform targeting African Tailwinds segment related to digital ▲ Robust library of content American and Urban audiences downloads vs. physical sales▲ Publishing segment highly consisting of 3000+ hours of profitable and stable business programming▲ Ability to scale quickly by leveraging Acorn TV platform ▲ Target demo of educated, high-income 35+ females ▼ Competitive industry with majority of market share from large ▼ Declining demand for DVDs ▼ No owned IP outside of ACL established players such as Netflix, Hulu, and Amazon Prime and Blu-rays ▼ ACL TV and film segment ▼ Require significant cash investment in content to grow▼ Continued headwinds in retail highly unpredictable sector ▼ One of River’s vendors, ITV, ▼ New, untested brand with ~55k ▼ ACL copyright set to expire 70 launched Acorn TV’s direct subscribers and no established ▼ Exposure to sales returns and years after death of the author competitor BritBox with BBC fan base unsold inventory puts dollars (2046) in March 2017 at risk ▼ Historically high monthly churn Headwinds ▼ Small TAM of 10-12mm rate of ~20% (as compared to ▼ High customer concentration, households ~3% for Acorn TV) with top 5 customers representing 54% of sales in ▼ Relatively thin library of lower 2017 quality content (~400 hours of programming) ▼ Digital channel growth likely to accelerate cannibalization of ▼ Path to scale and profitability wholesale customers unclear Source: Company management. CONFIDENTIAL 11PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Segment Considerations Acorn TV UMC Wholesale IP Licensing ▲ Growing demand for OTT platforms with niche content▲ Content investment ▲ Established brand with a loyal complementary with digital audience ▲ 50%+ annual subscriber growth since respective launches channels spend ▲ Strong pipeline of ACL TV and ▲ Increasing adoption by MVPDs presents opportunity for fast growth ▲ Financials stabilizing after a film content in 2018-2019, period of decline until 2017 including Murder on the Orient ▲ Established brand with a ▲ Bob Johnson has a track record Express, Death on the Nile, and loyal, passionate audience of success building out a ▲ Currently over 50% of the ABC Murders platform targeting African Tailwinds segment related to digital ▲ Robust library of content American and Urban audiences downloads vs. physical sales▲ Publishing segment highly consisting of 3000+ hours of profitable and stable business programming▲ Ability to scale quickly by leveraging Acorn TV platform ▲ Target demo of educated, high-income 35+ females ▼ Competitive industry with majority of market share from large ▼ Declining demand for DVDs ▼ No owned IP outside of ACL established players such as Netflix, Hulu, and Amazon Prime and Blu-rays ▼ ACL TV and film segment ▼ Require significant cash investment in content to grow▼ Continued headwinds in retail highly unpredictable sector ▼ One of River’s vendors, ITV, ▼ New, untested brand with ~55k ▼ ACL copyright set to expire 70 launched Acorn TV’s direct subscribers and no established ▼ Exposure to sales returns and years after death of the author competitor BritBox with BBC fan base unsold inventory puts dollars (2046) in March 2017 at risk ▼ Historically high monthly churn Headwinds ▼ Small TAM of 10-12mm rate of ~20% (as compared to ▼ High customer concentration, households ~3% for Acorn TV) with top 5 customers representing 54% of sales in ▼ Relatively thin library of lower 2017 quality content (~400 hours of programming) ▼ Digital channel growth likely to accelerate cannibalization of ▼ Path to scale and profitability wholesale customers unclear Source: Company management. CONFIDENTIAL 11
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Comparison of Historical Results vs. Budget Budget Actuals % Variance Actuals Incl. Disc. Ops. Incl. Disc. Ops. Incl. Disc. Ops. ($USD in Millions) 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Subscribers (000s) Acorn TV 405 665 118 198 433 633 7% (5%) UMC 25 63 -- 4 24 55 (5%) (12%) Total Subscribers 430 728 118 203 457 688 6% (5%) % Growth -- 69% -- 72% 125% 51% Revenue Digital Channels $9.7 $17.2 $28.1 $4.1 $7.5 $16.3 $27.2 (22%) (6%) (3%) IP Licensing 3.0 -- -- 8.8 3.1 0.2 0.0 3% NA NA Wholesale Distribution 140.9 80.3 62.9 124.8 114.3 63.8 59.1 (19%) (21%) (6%) Total Revenue $160.3 $153.6 $97.5 $91.0 $137.7 $124.9 $80.2 $86.3 (14%) (19%) (18%) (5%) 64% of ACL Equity Earnings $3.2 $2.1 $2.9 $3.0 $3.2 $2.8 $3.6 $6.4 (1%) 34% 21% 117% Adj. EBITDA 23.6 16.7 17.6 15.4 9.5 7.5 13.1 16.6 (60%) (55%) (25%) 7% Source: Company management. Note: Grey shading denotes data not available. CONFIDENTIAL 12PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Comparison of Historical Results vs. Budget Budget Actuals % Variance Actuals Incl. Disc. Ops. Incl. Disc. Ops. Incl. Disc. Ops. ($USD in Millions) 2014 2015 2016 2017 2014 2015 2016 2017 2014 2015 2016 2017 Subscribers (000s) Acorn TV 405 665 118 198 433 633 7% (5%) UMC 25 63 -- 4 24 55 (5%) (12%) Total Subscribers 430 728 118 203 457 688 6% (5%) % Growth -- 69% -- 72% 125% 51% Revenue Digital Channels $9.7 $17.2 $28.1 $4.1 $7.5 $16.3 $27.2 (22%) (6%) (3%) IP Licensing 3.0 -- -- 8.8 3.1 0.2 0.0 3% NA NA Wholesale Distribution 140.9 80.3 62.9 124.8 114.3 63.8 59.1 (19%) (21%) (6%) Total Revenue $160.3 $153.6 $97.5 $91.0 $137.7 $124.9 $80.2 $86.3 (14%) (19%) (18%) (5%) 64% of ACL Equity Earnings $3.2 $2.1 $2.9 $3.0 $3.2 $2.8 $3.6 $6.4 (1%) 34% 21% 117% Adj. EBITDA 23.6 16.7 17.6 15.4 9.5 7.5 13.1 16.6 (60%) (55%) (25%) 7% Source: Company management. Note: Grey shading denotes data not available. CONFIDENTIAL 12
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of Acorn TV Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 633 990 1,154 1,327 1,526 1,755 1,128 1,275 1,444 1,639 1 % Growth 46% 56% 17% 15% 15% 15% 14% 13% 13% 14% Content Spend $11.5 $12.0 $12.0 $16.0 $20.0 2 $12.0 $12.0 $16.0 $20.0 % Growth 4% 0% 33% 25% 4% 0% 33% 25% Net Revenue $39.1 $48.5 $57.9 $66.6 $76.6 $47.9 $56.1 $63.5 $72.0 % Growth 24% 19% 15% 15% 23% 17% 13% 13% Gross Profit $27.9 $33.9 $40.1 $45.2 $51.7 $33.4 $38.5 $42.4 $47.7 % Margin 71% 70% 69% 68% 68% 70% 69% 67% 66% Marketing ($9.1) ($10.4) ($12.0) ($13.8) ($15.9) 3 ($8.8) ($10.1) ($11.4) ($13.0) Overhead (3.0) (3.1) (3.4) (3.7) (4.1) 4 (3.1) (3.4) (3.7) (4.1) Adj. EBITDA (Pre-Corp. Exp.) $15.8 $20.4 $24.7 $27.6 $31.7 $21.5 $25.0 $27.3 $30.6 % Margin 40% 42% 43% 41% 41% 45% 45% 43% 43% Assumptions 1 4 ■ Incremental annual net subscribers reduced by 15% to reflect ■ Direct overhead consistent between cases ~100k fewer subs vs. Base Case by 2022 • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) 3 ■ Subscriber acquisition cost of $23-24 and 35% churn in 2019-2022 variable based on subscribers • 55% attributed subscribers in Adjusted Case vs. 65% in Base Case to reflect higher mix of non-native platform subscribers Source: Company management. CONFIDENTIAL 13PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of Acorn TV Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 633 990 1,154 1,327 1,526 1,755 1,128 1,275 1,444 1,639 1 % Growth 46% 56% 17% 15% 15% 15% 14% 13% 13% 14% Content Spend $11.5 $12.0 $12.0 $16.0 $20.0 2 $12.0 $12.0 $16.0 $20.0 % Growth 4% 0% 33% 25% 4% 0% 33% 25% Net Revenue $39.1 $48.5 $57.9 $66.6 $76.6 $47.9 $56.1 $63.5 $72.0 % Growth 24% 19% 15% 15% 23% 17% 13% 13% Gross Profit $27.9 $33.9 $40.1 $45.2 $51.7 $33.4 $38.5 $42.4 $47.7 % Margin 71% 70% 69% 68% 68% 70% 69% 67% 66% Marketing ($9.1) ($10.4) ($12.0) ($13.8) ($15.9) 3 ($8.8) ($10.1) ($11.4) ($13.0) Overhead (3.0) (3.1) (3.4) (3.7) (4.1) 4 (3.1) (3.4) (3.7) (4.1) Adj. EBITDA (Pre-Corp. Exp.) $15.8 $20.4 $24.7 $27.6 $31.7 $21.5 $25.0 $27.3 $30.6 % Margin 40% 42% 43% 41% 41% 45% 45% 43% 43% Assumptions 1 4 ■ Incremental annual net subscribers reduced by 15% to reflect ■ Direct overhead consistent between cases ~100k fewer subs vs. Base Case by 2022 • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) 3 ■ Subscriber acquisition cost of $23-24 and 35% churn in 2019-2022 variable based on subscribers • 55% attributed subscribers in Adjusted Case vs. 65% in Base Case to reflect higher mix of non-native platform subscribers Source: Company management. CONFIDENTIAL 13
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of UMC Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 55 100 244 488 732 1,098 177 299 421 604 1 % Growth 129% 82% 144% 100% 50% 50% 77% 69% 41% 43% Content Spend $6.0 $7.0 $10.0 $10.0 $10.0 2 $7.0 $10.0 $10.0 $10.0 % Growth 17% 43% 0% 0% 17% 43% 0% 0% Net Revenue $3.3 $8.5 $17.1 $28.5 $42.7 $6.9 $11.1 $16.8 $23.9 % Growth 159% 100% 67% 50% 110% 60% 51% 42% Gross Profit $0.9 $3.4 $8.5 $16.3 $27.6 $2.0 $3.3 $6.2 $11.4 % Margin 28% 39% 50% 57% 64% 28% 30% 37% 47% Marketing ($1.6) ($2.1) ($3.3) ($5.1) ($7.7) 3 ($1.3) ($1.8) ($2.6) ($3.8) Overhead (1.1) (1.3) (1.5) (1.6) (1.8) 4 (1.3) (1.5) (1.6) (1.8) Adj. EBITDA (Pre-Corp. Exp.) ($1.8) ($0.0) $3.7 $9.6 $18.1 ($0.7) $0.1 $2.0 $5.8 % Margin NM NM 22% 34% 42% NM 0% 12% 24% Assumptions 1 3 ■ Incremental annual net subscribers reduced by 50% to reflect ■ Subscriber acquisition cost of $8-11 and 90% churn in 2019-2022 slower growth vs. Acorn TV historical growth trend • 55% attributed subscribers in Adjusted Case vs. 65% in Base • Less established brand compared to Acorn TV Case to reflect higher mix of non-native platform subscribers • Thin content library that requires significant content spend on 4■ Direct overhead consistent between cases new releases • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) variable based on subscribers Source: Company management. CONFIDENTIAL 14PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of UMC Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Subscribers (000s) 55 100 244 488 732 1,098 177 299 421 604 1 % Growth 129% 82% 144% 100% 50% 50% 77% 69% 41% 43% Content Spend $6.0 $7.0 $10.0 $10.0 $10.0 2 $7.0 $10.0 $10.0 $10.0 % Growth 17% 43% 0% 0% 17% 43% 0% 0% Net Revenue $3.3 $8.5 $17.1 $28.5 $42.7 $6.9 $11.1 $16.8 $23.9 % Growth 159% 100% 67% 50% 110% 60% 51% 42% Gross Profit $0.9 $3.4 $8.5 $16.3 $27.6 $2.0 $3.3 $6.2 $11.4 % Margin 28% 39% 50% 57% 64% 28% 30% 37% 47% Marketing ($1.6) ($2.1) ($3.3) ($5.1) ($7.7) 3 ($1.3) ($1.8) ($2.6) ($3.8) Overhead (1.1) (1.3) (1.5) (1.6) (1.8) 4 (1.3) (1.5) (1.6) (1.8) Adj. EBITDA (Pre-Corp. Exp.) ($1.8) ($0.0) $3.7 $9.6 $18.1 ($0.7) $0.1 $2.0 $5.8 % Margin NM NM 22% 34% 42% NM 0% 12% 24% Assumptions 1 3 ■ Incremental annual net subscribers reduced by 50% to reflect ■ Subscriber acquisition cost of $8-11 and 90% churn in 2019-2022 slower growth vs. Acorn TV historical growth trend • 55% attributed subscribers in Adjusted Case vs. 65% in Base • Less established brand compared to Acorn TV Case to reflect higher mix of non-native platform subscribers • Thin content library that requires significant content spend on 4■ Direct overhead consistent between cases new releases • Cost-efficient segment with 10 dedicated employees to Acorn 2 ■ Content spend consistent between cases reflecting management TV and UMC plan ■ All other costs (IT costs, credit card, customer service, marketing) variable based on subscribers Source: Company management. CONFIDENTIAL 14
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of Wholesale Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Content Spend $33.6 $31.0 $28.0 $24.0 $20.0 1 $29.5 $26.6 $22.8 $19.0 % Growth (8%) (10%) (14%) (17%) (12%) (10%) (14%) (17%) US Revenue $46.2 $45.5 $44.8 $42.5 $42.5 $42.5 $42.4 $38.1 $36.2 $34.4 International Revenue 12.8 12.6 12.6 12.6 12.6 12.6 12.0 11.4 10.8 10.3 2 Total Revenue $59.1 $58.2 $57.4 $55.2 $55.2 $55.2 $54.4 $49.5 $47.1 $44.7 % Growth (7%) (2%) (1%) (4%) 0% 0% (6%) (9%) (5%) (5%) US Gross Profit $12.6 $13.6 $13.4 $12.8 $12.8 $12.8 $12.7 $11.4 $10.9 $10.3 International Gross Profit 5.0 5.8 5.3 5.3 5.3 5.1 5.0 4.8 4.6 4.1 Total Gross Profit $17.6 $19.4 $18.7 $18.1 $18.1 $17.8 $17.8 $16.2 $15.4 $14.4 % Margin 30% 33% 33% 33% 33% 32% 33% 33% 33% 32% Adj. EBITDA (Pre-Corp. Exp.) $11.2 $12.7 $9.6 $9.2 $9.2 $8.9 $9.1 $8.2 $7.8 $7.2 % Margin 19% 22% 17% 17% 17% 16% 17% 17% 17% 16% Assumptions 1 ■ Declining content spend to reflect lower revenue vs. Base Case■ All other expenses variable based on revenue ■ Incremental annual 5% decline in US and International revenue, to 2 reflect: • Continued headwinds in retail sector • Shift in retail partners moving away from DVD sales (e.g., Costco) Source: Company management. CONFIDENTIAL 15PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of Wholesale Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Content Spend $33.6 $31.0 $28.0 $24.0 $20.0 1 $29.5 $26.6 $22.8 $19.0 % Growth (8%) (10%) (14%) (17%) (12%) (10%) (14%) (17%) US Revenue $46.2 $45.5 $44.8 $42.5 $42.5 $42.5 $42.4 $38.1 $36.2 $34.4 International Revenue 12.8 12.6 12.6 12.6 12.6 12.6 12.0 11.4 10.8 10.3 2 Total Revenue $59.1 $58.2 $57.4 $55.2 $55.2 $55.2 $54.4 $49.5 $47.1 $44.7 % Growth (7%) (2%) (1%) (4%) 0% 0% (6%) (9%) (5%) (5%) US Gross Profit $12.6 $13.6 $13.4 $12.8 $12.8 $12.8 $12.7 $11.4 $10.9 $10.3 International Gross Profit 5.0 5.8 5.3 5.3 5.3 5.1 5.0 4.8 4.6 4.1 Total Gross Profit $17.6 $19.4 $18.7 $18.1 $18.1 $17.8 $17.8 $16.2 $15.4 $14.4 % Margin 30% 33% 33% 33% 33% 32% 33% 33% 33% 32% Adj. EBITDA (Pre-Corp. Exp.) $11.2 $12.7 $9.6 $9.2 $9.2 $8.9 $9.1 $8.2 $7.8 $7.2 % Margin 19% 22% 17% 17% 17% 16% 17% 17% 17% 16% Assumptions 1 ■ Declining content spend to reflect lower revenue vs. Base Case■ All other expenses variable based on revenue ■ Incremental annual 5% decline in US and International revenue, to 2 reflect: • Continued headwinds in retail sector • Shift in retail partners moving away from DVD sales (e.g., Costco) Source: Company management. CONFIDENTIAL 15
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of IP Licensing and ACL Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Revenue $0.0 $0.0 $0.8 $0.8 $0.8 $0.8 $0.1 $0.1 $0.1 $0.1 1 % Growth (72%) (60%) NM 0% 0% 0% 518% 0% 0% 0% Gross Profit $0.0 $0.0 $0.3 $0.3 $0.3 $0.3 $0.0 $0.0 $0.0 $0.0 % Margin 100% 229% 31% 31% 31% 31% 39% 39% 39% 39% SG&A ($0.5) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) Adj. EBITDA (Pre-Corp. Exp.) ($0.4) ($0.4) ($0.2) ($0.2) ($0.2) ($0.2) ($0.4) ($0.4) ($0.4) ($0.4) 2 64% of ACL Equity Earnings $6.4 $6.9 $6.7 $7.6 $7.0 $7.0 $5.9 $5.9 $5.9 $5.9 Assumptions 1 ■ No other co-produced content in 2019-2022 2 ■ Reflects lower revenue and profitability from commissioned TV and film content, including Murder on the Orient Express, Death on the Nile, and ABC Murders in 2019-2020 Source: Company management. CONFIDENTIAL 16PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Summary of IP Licensing and ACL Financial Cases Actual Budget Base Case Adjusted Case Fiscal Year Ending December 31, ($USD in Millions) 2017A 2018E 2019E 2020E 2021E 2022E 2019E 2020E 2021E 2022E Revenue $0.0 $0.0 $0.8 $0.8 $0.8 $0.8 $0.1 $0.1 $0.1 $0.1 1 % Growth (72%) (60%) NM 0% 0% 0% 518% 0% 0% 0% Gross Profit $0.0 $0.0 $0.3 $0.3 $0.3 $0.3 $0.0 $0.0 $0.0 $0.0 % Margin 100% 229% 31% 31% 31% 31% 39% 39% 39% 39% SG&A ($0.5) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) ($0.4) Adj. EBITDA (Pre-Corp. Exp.) ($0.4) ($0.4) ($0.2) ($0.2) ($0.2) ($0.2) ($0.4) ($0.4) ($0.4) ($0.4) 2 64% of ACL Equity Earnings $6.4 $6.9 $6.7 $7.6 $7.0 $7.0 $5.9 $5.9 $5.9 $5.9 Assumptions 1 ■ No other co-produced content in 2019-2022 2 ■ Reflects lower revenue and profitability from commissioned TV and film content, including Murder on the Orient Express, Death on the Nile, and ABC Murders in 2019-2020 Source: Company management. CONFIDENTIAL 16
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Management Base Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $57.0 $75.0 $95.1 $119.3 IP Licensing 3.1 0.2 0.0 0.0 0.8 0.8 0.8 0.8 Wholesale Distribution 88.3 63.8 59.1 58.2 57.4 55.2 55.2 55.2 Total Revenue $99.0 $80.2 $86.3 $100.5 $115.3 $131.0 $151.1 $175.3 % Growth -- (19%) 8% 16% 15% 14% 15% 16% % Growth by Segment: Digital Channels 116% 67% 56% 35% 32% 27% 25% Wholesale Distribution (28%) (7%) (2%) (1%) (4%) --% --% Equity Income from ACL 39% 93% (10%) 7% 16% (9%) --% Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.4 $28.4 $37.2 $49.9 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.2) (0.2) (0.2) (0.2) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 6.7 7.6 7.0 7.0 Wholesale Distribution 15.5 11.3 11.2 12.7 9.6 9.2 9.2 8.9 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (16.0) (18.8) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $24.6 $32.3 $37.2 $46.9 % Growth -- 64% 26% 29% 15% 31% 15% 26% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 19% 20% 23% % Margin by Segment: Digital Channels NM 43% 36% 33% 36% 38% 39% 42% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 17PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Management Base Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $57.0 $75.0 $95.1 $119.3 IP Licensing 3.1 0.2 0.0 0.0 0.8 0.8 0.8 0.8 Wholesale Distribution 88.3 63.8 59.1 58.2 57.4 55.2 55.2 55.2 Total Revenue $99.0 $80.2 $86.3 $100.5 $115.3 $131.0 $151.1 $175.3 % Growth -- (19%) 8% 16% 15% 14% 15% 16% % Growth by Segment: Digital Channels 116% 67% 56% 35% 32% 27% 25% Wholesale Distribution (28%) (7%) (2%) (1%) (4%) --% --% Equity Income from ACL 39% 93% (10%) 7% 16% (9%) --% Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.4 $28.4 $37.2 $49.9 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.2) (0.2) (0.2) (0.2) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 6.7 7.6 7.0 7.0 Wholesale Distribution 15.5 11.3 11.2 12.7 9.6 9.2 9.2 8.9 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (16.0) (18.8) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $24.6 $32.3 $37.2 $46.9 % Growth -- 64% 26% 29% 15% 31% 15% 26% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 19% 20% 23% % Margin by Segment: Digital Channels NM 43% 36% 33% 36% 38% 39% 42% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 17
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Management Adjusted Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $54.8 $67.2 $80.3 $95.9 IP Licensing 3.1 0.2 0.0 0.0 0.1 0.1 0.1 0.1 Wholesale Distribution 88.3 63.8 59.1 58.2 54.4 49.5 47.1 44.7 Total Revenue $99.0 $80.2 $86.3 $100.5 $109.3 $116.9 $127.5 $140.7 % Growth -- (19%) 8% 16% 9% 7% 9% 10% % Growth by Segment: Digital Channels 116% 67% 56% 29% 23% 19% 19% Wholesale Distribution (28%) (7%) (2%) (6%) (9%) (5%) (5%) Equity Income from ACL 39% 93% (10%) (8%) (0%) (0%) (0%) Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.8 $25.1 $29.3 $36.5 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 5.9 5.9 5.9 5.9 Wholesale Distribution 15.5 11.3 11.2 12.7 9.1 8.2 7.8 7.2 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (14.4) (16.0) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $23.5 $26.1 $28.3 $33.2 % Growth -- 64% 26% 29% 10% 11% 8% 18% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 17% 18% 19% % Margin by Segment: Digital Channels NM 43% 36% 33% 38% 37% 36% 38% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 18PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Management Adjusted Case Projections FYE December 31, ($USD in Millions) 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E Revenue: Digital Channels $7.5 $16.3 $27.2 $42.4 $54.8 $67.2 $80.3 $95.9 IP Licensing 3.1 0.2 0.0 0.0 0.1 0.1 0.1 0.1 Wholesale Distribution 88.3 63.8 59.1 58.2 54.4 49.5 47.1 44.7 Total Revenue $99.0 $80.2 $86.3 $100.5 $109.3 $116.9 $127.5 $140.7 % Growth -- (19%) 8% 16% 9% 7% 9% 10% % Growth by Segment: Digital Channels 116% 67% 56% 29% 23% 19% 19% Wholesale Distribution (28%) (7%) (2%) (6%) (9%) (5%) (5%) Equity Income from ACL 39% 93% (10%) (8%) (0%) (0%) (0%) Adj. EBITDA (Pre-Corporate Allocation): Digital Channels ($0.7) $7.0 $9.8 $14.0 $20.8 $25.1 $29.3 $36.5 IP Licensing (excl. ACL) 0.8 (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) (0.4) 64% of ACL Equity Earnings 3.3 3.6 6.4 6.9 5.9 5.9 5.9 5.9 Wholesale Distribution 15.5 11.3 11.2 12.7 9.1 8.2 7.8 7.2 Corporate Expenses (11.0) (8.4) (10.4) (11.8) (11.9) (12.7) (14.4) (16.0) Total Adj. EBITDA (incl. ACL) $8.0 $13.1 $16.6 $21.3 $23.5 $26.1 $28.3 $33.2 % Growth -- 64% 26% 29% 10% 11% 8% 18% % Margin (excl. 64% of ACL Equity Earnings) 5% 12% 12% 14% 16% 17% 18% 19% % Margin by Segment: Digital Channels NM 43% 36% 33% 38% 37% 36% 38% Wholesale Distribution 18% 18% 19% 22% 17% 17% 17% 16% Source: Company management. CONFIDENTIAL 18
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Methodologies and Analytical Approach ■ Conducted financial analysis of River using publicly available information and financial forecasts provided by River management ■ Assumed and relied, without independent verification, upon accuracy and completeness of all General financial information and data reviewed Approach ■ Considered results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis ■ Financial analyses performed include • Selected public companies analysis Financial • Selected precedent transactions analysis Analyses • Discounted cash flow analysis (Base Case and Adjusted Case) • Sum-of-the-parts analysis ■ 52-week trading range as of unaffected date of February 23, 2018 Additional Information CONFIDENTIAL 19PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Methodologies and Analytical Approach ■ Conducted financial analysis of River using publicly available information and financial forecasts provided by River management ■ Assumed and relied, without independent verification, upon accuracy and completeness of all General financial information and data reviewed Approach ■ Considered results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis ■ Financial analyses performed include • Selected public companies analysis Financial • Selected precedent transactions analysis Analyses • Discounted cash flow analysis (Base Case and Adjusted Case) • Sum-of-the-parts analysis ■ 52-week trading range as of unaffected date of February 23, 2018 Additional Information CONFIDENTIAL 19
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Preliminary Illustrative Valuation Summary Preliminary Illustrative Valuation Summary Key Assumptions May 2, 2018 Offer: $4.92 As of unaffected date: 52-Week Trading Range $2.12 $4.61 2/23/2018 2018E Adj. EBITDA: 8.5 - 11.5x $4.34 $5.83 $21.3mm WholeCo: Selected 2019E Adj. EBITDA: 8.0 - 10.0x $4.70 $5.85 Public $24.6mm Companies 2019E Adj. EBITDA: 8.0 - 10.0x $4.48 $5.59 $23.5mm Selected Fwd Adj. EBITDA: Precedent 10.0 - 13.0x $5.06 $6.54 $21.3mm Transactions (1) WACC: 15.0 - 19.0% Terminal EBITDA $5.27 $8.02 Multiples Approach Terminal EBITDA Mult: 8.5 - 12.0x DCF Analysis WACC: 14.0 - 18.0% Terminal EBITDA $4.06 $6.12 Multiples Approach Terminal EBITDA Mult: 8.5 - 12.0x Digital Channels: 4.0 - 6.0x Revenue 2018E Adj. EBITDA: $4.61 $6.32 $21.3mm ACL: 8.5 - 11.5x EBITDA Sum-of-the- Parts: Digital Channels: 3.0 - 5.0x Revenue 2019E Adj. EBITDA: Selected $4.77 $6.83 $24.6mm ACL: 8.0 - 10.0x EBITDA Public Companies (2) Wholesale: 6.0 - 7.0x EBITDA 2019E Adj. EBITDA: $4.31 $6.23 $23.5mm in 2018-2019E in both cases Price / Share: $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied 2018E Adj. EBITDA Mult: 2.9x 4.8x 6.8x 8.9x 11.0x 13.1x 15.1x 17.2x 19.3x 21.4x Source: Company management, Company filings, and CapIQ. 1. Fwd Adj. EBITDA represents 2018E Adj. EBITDA. Provided for reference only. 2. Corporate SG&A expenses valued at blended multiple of Digital Channels, IP Licensing, and Wholesale segments. CONFIDENTIAL 20 Base Case Adjusted CasePRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Preliminary Illustrative Valuation Summary Preliminary Illustrative Valuation Summary Key Assumptions May 2, 2018 Offer: $4.92 As of unaffected date: 52-Week Trading Range $2.12 $4.61 2/23/2018 2018E Adj. EBITDA: 8.5 - 11.5x $4.34 $5.83 $21.3mm WholeCo: Selected 2019E Adj. EBITDA: 8.0 - 10.0x $4.70 $5.85 Public $24.6mm Companies 2019E Adj. EBITDA: 8.0 - 10.0x $4.48 $5.59 $23.5mm Selected Fwd Adj. EBITDA: Precedent 10.0 - 13.0x $5.06 $6.54 $21.3mm Transactions (1) WACC: 15.0 - 19.0% Terminal EBITDA $5.27 $8.02 Multiples Approach Terminal EBITDA Mult: 8.5 - 12.0x DCF Analysis WACC: 14.0 - 18.0% Terminal EBITDA $4.06 $6.12 Multiples Approach Terminal EBITDA Mult: 8.5 - 12.0x Digital Channels: 4.0 - 6.0x Revenue 2018E Adj. EBITDA: $4.61 $6.32 $21.3mm ACL: 8.5 - 11.5x EBITDA Sum-of-the- Parts: Digital Channels: 3.0 - 5.0x Revenue 2019E Adj. EBITDA: Selected $4.77 $6.83 $24.6mm ACL: 8.0 - 10.0x EBITDA Public Companies (2) Wholesale: 6.0 - 7.0x EBITDA 2019E Adj. EBITDA: $4.31 $6.23 $23.5mm in 2018-2019E in both cases Price / Share: $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 Implied 2018E Adj. EBITDA Mult: 2.9x 4.8x 6.8x 8.9x 11.0x 13.1x 15.1x 17.2x 19.3x 21.4x Source: Company management, Company filings, and CapIQ. 1. Fwd Adj. EBITDA represents 2018E Adj. EBITDA. Provided for reference only. 2. Corporate SG&A expenses valued at blended multiple of Digital Channels, IP Licensing, and Wholesale segments. CONFIDENTIAL 20 Base Case Adjusted Case
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Public Companies ($ in millions, except Share Equity Enterprise EV / EBITDA '17A - '19E Growth '18E EBITDA per share data) Price Value Value 2017A 2018E 2019E Revenue EBITDA Margin Traditional Media Disney $100.33 $152,374 $180,550 10.5 x 10.1 x 10.0 x 5% 3% 30% CBS 49.23 19,159 27,900 9.2 8.4 7.8 7% 8% 23% Discovery (1) 22.81 16,879 34,617 8.7 8.5 7.7 7% 6% 38% Viacom 30.82 12,478 22,111 7.4 7.3 7.0 1% 3% 23% ITV 2.09 8,442 9,788 8.3 8.3 8.2 3% 1% 27% AMC 52.00 3,322 6,102 6.7 6.5 6.6 3% 1% 33% Mean 8.5 x 8.2 x 7.9 x 4% 4% 29% Median 8.5 8.3 7.8 4% 3% 28% Independent Content Production & Distribution Lionsgate $24.89 $5,126 $7,124 12.4 x 11.9 x 10.8 x 2% 7% 15% Entertainment One 3.77 1,769 2,476 11.1 10.1 9.1 10% 11% 16% Eros 10.70 753 1,030 18.5 14.5 10.4 14% 33% 28% DHX Media 2.69 362 1,093 10.7 10.4 9.9 15% 4% 28% Mean 13.2 x 11.7 x 10.1 x 10% 14% 21% Median 11.7 11.2 10.2 12% 9% 22% Total Mean 10.4 x 9.6 x 8.8 x 7% 8% 26% Median 9.8 9.3 8.7 6% 5% 27% Max 18.5 14.5 10.8 15% 33% 38% Min 6.7 6.5 6.6 1% 1% 15% Source: Company filings and CapIQ as of April 30, 2018. 1. Pro forma for Discovery acquisitions of Scripps closed March 2018 for $15 bn. CONFIDENTIAL 21PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Public Companies ($ in millions, except Share Equity Enterprise EV / EBITDA '17A - '19E Growth '18E EBITDA per share data) Price Value Value 2017A 2018E 2019E Revenue EBITDA Margin Traditional Media Disney $100.33 $152,374 $180,550 10.5 x 10.1 x 10.0 x 5% 3% 30% CBS 49.23 19,159 27,900 9.2 8.4 7.8 7% 8% 23% Discovery (1) 22.81 16,879 34,617 8.7 8.5 7.7 7% 6% 38% Viacom 30.82 12,478 22,111 7.4 7.3 7.0 1% 3% 23% ITV 2.09 8,442 9,788 8.3 8.3 8.2 3% 1% 27% AMC 52.00 3,322 6,102 6.7 6.5 6.6 3% 1% 33% Mean 8.5 x 8.2 x 7.9 x 4% 4% 29% Median 8.5 8.3 7.8 4% 3% 28% Independent Content Production & Distribution Lionsgate $24.89 $5,126 $7,124 12.4 x 11.9 x 10.8 x 2% 7% 15% Entertainment One 3.77 1,769 2,476 11.1 10.1 9.1 10% 11% 16% Eros 10.70 753 1,030 18.5 14.5 10.4 14% 33% 28% DHX Media 2.69 362 1,093 10.7 10.4 9.9 15% 4% 28% Mean 13.2 x 11.7 x 10.1 x 10% 14% 21% Median 11.7 11.2 10.2 12% 9% 22% Total Mean 10.4 x 9.6 x 8.8 x 7% 8% 26% Median 9.8 9.3 8.7 6% 5% 27% Max 18.5 14.5 10.8 15% 33% 38% Min 6.7 6.5 6.6 1% 1% 15% Source: Company filings and CapIQ as of April 30, 2018. 1. Pro forma for Discovery acquisitions of Scripps closed March 2018 for $15 bn. CONFIDENTIAL 21
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Precedent Transactions Date Firm FV / Fwd Announced Target Acquiror Value ($B) EBITDA 12/14/17 21st Century Fox The Walt Disney Company $55.5 11.2 x 07/31/17 Scripps Networks Interactive Discovery 15.4 10.2 10/22/16 Time Warner AT&T 105.9 11.7 06/30/16 Starz Lionsgate 4.4 9.3 04/28/16 Dreamworks Animation Comcast 4.4 33.9 11/20/12 YES Network News Corp. 3.0 11.3 10/30/12 Lucasfilm The Walt Disney Company 4.1 22.0 04/02/12 Image Entertainment RLJ Acquisition 0.1 12.4 04/02/12 Acorn Media RLJ Acquisition 0.1 6.2 05/10/11 CORE Media Apollo Global Management 0.5 7.0 08/05/10 Shed Media Warner Bros. 0.2 6.5 12/03/09 NBCUniversal Comcast/GE JV 30.0 11.2 11/05/09 Travel Channel Scripps 1.0 11.5 08/31/09 Marvel Entertainment The Walt Disney Company 4.0 13.1 07/06/08 The Weather Channel NBC, Bain, Blackstone 3.5 11.2 Mean 12.6 x Median 11.2 Max 33.9 Min 6.2 Source: Company filings and CapIQ. CONFIDENTIAL 22PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Precedent Transactions Date Firm FV / Fwd Announced Target Acquiror Value ($B) EBITDA 12/14/17 21st Century Fox The Walt Disney Company $55.5 11.2 x 07/31/17 Scripps Networks Interactive Discovery 15.4 10.2 10/22/16 Time Warner AT&T 105.9 11.7 06/30/16 Starz Lionsgate 4.4 9.3 04/28/16 Dreamworks Animation Comcast 4.4 33.9 11/20/12 YES Network News Corp. 3.0 11.3 10/30/12 Lucasfilm The Walt Disney Company 4.1 22.0 04/02/12 Image Entertainment RLJ Acquisition 0.1 12.4 04/02/12 Acorn Media RLJ Acquisition 0.1 6.2 05/10/11 CORE Media Apollo Global Management 0.5 7.0 08/05/10 Shed Media Warner Bros. 0.2 6.5 12/03/09 NBCUniversal Comcast/GE JV 30.0 11.2 11/05/09 Travel Channel Scripps 1.0 11.5 08/31/09 Marvel Entertainment The Walt Disney Company 4.0 13.1 07/06/08 The Weather Channel NBC, Bain, Blackstone 3.5 11.2 Mean 12.6 x Median 11.2 Max 33.9 Min 6.2 Source: Company filings and CapIQ. CONFIDENTIAL 22
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY WholeCo Base Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.4 $25.2 $30.7 $40.4 $40.4 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.7 $19.4 $25.0 $34.6 $36.4 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.3) (5.0) (6.5) (9.0) (9.5) NOPAT $6.2 $9.4 $14.4 $18.5 $25.6 $26.9 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 6.2 7.1 6.5 6.5 6.5 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 50.0 Less: Investment in Content (54.6) (50.0) (50.0) (50.0) (50.0) (50.0) Less: Δ Working capital (0.2) 1.9 2.0 1.5 1.5 1.5 Unlevered Free Cash Flow ($3.1) $6.3 $16.6 $24.1 $34.4 $34.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 8.5x 10.3x 12.0x Rate 8.5x 10.3x 12.0x 15.0% $6.13 $7.07 $8.02 15.0% $280 $322 $364 17.0% 5.68 6.55 7.42 17.0% 260 299 338 19.0% 5.27 6.07 6.88 19.0% 242 278 314 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 23PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY WholeCo Base Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.4 $25.2 $30.7 $40.4 $40.4 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.7 $19.4 $25.0 $34.6 $36.4 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.3) (5.0) (6.5) (9.0) (9.5) NOPAT $6.2 $9.4 $14.4 $18.5 $25.6 $26.9 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 6.2 7.1 6.5 6.5 6.5 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 50.0 Less: Investment in Content (54.6) (50.0) (50.0) (50.0) (50.0) (50.0) Less: Δ Working capital (0.2) 1.9 2.0 1.5 1.5 1.5 Unlevered Free Cash Flow ($3.1) $6.3 $16.6 $24.1 $34.4 $34.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 8.5x 10.3x 12.0x Rate 8.5x 10.3x 12.0x 15.0% $6.13 $7.07 $8.02 15.0% $280 $322 $364 17.0% 5.68 6.55 7.42 17.0% 260 299 338 19.0% 5.27 6.07 6.88 19.0% 242 278 314 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 23
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY WholeCo Adjusted Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.1 $20.7 $22.9 $27.8 $27.8 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.3 $15.0 $17.1 $22.1 $23.8 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.2) (3.9) (4.4) (5.7) (6.2) NOPAT $6.2 $9.1 $11.1 $12.7 $16.3 $17.6 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 5.4 5.4 5.4 5.4 5.4 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 49.0 Less: Investment in Content (54.6) (48.5) (48.6) (48.8) (49.0) (49.0) Less: Δ Working capital (0.2) 2.4 2.5 2.0 1.9 1.9 Unlevered Free Cash Flow ($3.1) $7.4 $13.5 $18.9 $25.4 $24.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 8.5x 10.3x 12.0x Rate 8.5x 10.3x 12.0x 14.0% $4.72 $5.42 $6.12 14.0% $217 $249 $280 16.0% 4.36 5.01 5.65 16.0% 201 230 259 18.0% 4.06 4.65 5.25 18.0% 188 214 241 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 24PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY WholeCo Adjusted Case Financials: Illustrative DCF Analysis Illustrative 5-Year Cash Flow Fiscal Year Ending December 31, Adj. Terminal ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2022E Adj. EBITDA (excl. Equity Income & Excess Dividends) $14.9 $18.1 $20.7 $22.9 $27.8 $27.8 Less: D&A (3.7) (3.8) (3.8) (3.8) (3.8) (2.0) Less: Stock-based Compensation (2.8) (2.0) (2.0) (2.0) (2.0) (2.0) EBIT $8.3 $12.3 $15.0 $17.1 $22.1 $23.8 Tax Rate Less: Taxes (@26%) 26.0% (2.2) (3.2) (3.9) (4.4) (5.7) (6.2) NOPAT $6.2 $9.1 $11.1 $12.7 $16.3 $17.6 Plus: Equity Income from ACL (incl. Excess Dividends) 6.5 5.4 5.4 5.4 5.4 5.4 Plus: D&A 3.7 3.8 3.8 3.8 3.8 2.0 Less: Capex (2.9) (2.0) (2.0) (2.0) (2.0) (2.0) Plus: Content Amortization 38.3 37.1 41.4 45.9 49.0 49.0 Less: Investment in Content (54.6) (48.5) (48.6) (48.8) (49.0) (49.0) Less: Δ Working capital (0.2) 2.4 2.5 2.0 1.9 1.9 Unlevered Free Cash Flow ($3.1) $7.4 $13.5 $18.9 $25.4 $24.9 Implied Share Price Implied Adj. Firm Value Discount Terminal EBITDA Multiple Discount Terminal EBITDA Multiple Rate 8.5x 10.3x 12.0x Rate 8.5x 10.3x 12.0x 14.0% $4.72 $5.42 $6.12 14.0% $217 $249 $280 16.0% 4.36 5.01 5.65 16.0% 201 230 259 18.0% 4.06 4.65 5.25 18.0% 188 214 241 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. Includes present value of NOLs. Please refer to appendix slides for detailed calculation of WACC. CONFIDENTIAL 24
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Base Case Financials: Selected Public Companies Analysis: 2018E ($USD in Millions) 2018E 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $42.4 $14.0 Revenue 4.0x 6.0x $169 $254 0.0 (0.4) IP Licensing NA -- -- -- -- 58.2 12.7 76 89 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 6.9 EBITDA 8.5x 11.5x 59 79 -- (11.8) (111) (155) Corporate Expenses EBITDA 9.4x 13.1x Total $100.5 $21.3 9.4x 13.1x $193 $267 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $195 $271 Fully Diluted Shares Outstanding 42.3 42.9 Implied Equity Value / Share $4.61 $6.32 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 25PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Base Case Financials: Selected Public Companies Analysis: 2018E ($USD in Millions) 2018E 2019E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $42.4 $14.0 Revenue 4.0x 6.0x $169 $254 0.0 (0.4) IP Licensing NA -- -- -- -- 58.2 12.7 76 89 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 6.9 EBITDA 8.5x 11.5x 59 79 -- (11.8) (111) (155) Corporate Expenses EBITDA 9.4x 13.1x Total $100.5 $21.3 9.4x 13.1x $193 $267 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $195 $271 Fully Diluted Shares Outstanding 42.3 42.9 Implied Equity Value / Share $4.61 $6.32 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 25
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Base Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E 2018E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $57.0 $20.4 Revenue 3.0x 5.0x $171 $285 0.8 (0.2) IP Licensing NA -- -- -- -- 57.4 9.6 57 67 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 6.7 EBITDA 8.0x 10.0x 63 78 -- (11.9) (91) (140) Corporate Expenses EBITDA 7.7x 11.8x Total $115.3 $24.6 7.7x 11.8x $200 $290 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $202 $294 Fully Diluted Shares Outstanding 42.4 43.1 Implied Equity Value / Share $4.77 $6.83 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 26PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Base Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E 2018E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $57.0 $20.4 Revenue 3.0x 5.0x $171 $285 0.8 (0.2) IP Licensing NA -- -- -- -- 57.4 9.6 57 67 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 6.7 EBITDA 8.0x 10.0x 63 78 -- (11.9) (91) (140) Corporate Expenses EBITDA 7.7x 11.8x Total $115.3 $24.6 7.7x 11.8x $200 $290 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $202 $294 Fully Diluted Shares Outstanding 42.4 43.1 Implied Equity Value / Share $4.77 $6.83 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 26
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Adjusted Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E 2018E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $54.8 $20.8 Revenue 3.0x 5.0x $164 $274 0.1 (0.4) IP Licensing NA -- -- -- -- 54.4 9.1 54 63 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 5.9 EBITDA 8.0x 10.0x 50 62 -- (11.9) (88) (136) Corporate Expenses EBITDA 7.4x 11.4x Total $109.3 $23.5 7.4x 11.4x $180 $264 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $182 $267 Fully Diluted Shares Outstanding 42.1 42.9 Implied Equity Value / Share $4.31 $6.23 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 27PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY SOTP Adjusted Case Financials: Selected Public Companies Analysis: 2019E ($USD in Millions) 2019E 2018E Selected Multiple Range Implied Reference Range Revenue Adj. EBITDA Metric Low High Low High Digital Channels $54.8 $20.8 Revenue 3.0x 5.0x $164 $274 0.1 (0.4) IP Licensing NA -- -- -- -- 54.4 9.1 54 63 Wholesale Distribution EBITDA 6.0x 7.0x 64% Stake in ACL (1) -- 5.9 EBITDA 8.0x 10.0x 50 62 -- (11.9) (88) (136) Corporate Expenses EBITDA 7.4x 11.4x Total $109.3 $23.5 7.4x 11.4x $180 $264 Less: Debt ($26) ($26) Plus: Cash (2) 8 8 Plus: Present Value of NOLs 19 21 Implied Equity Value $182 $267 Fully Diluted Shares Outstanding 42.1 42.9 Implied Equity Value / Share $4.31 $6.23 Source: Company management and Company filings. 1. Adj. EBITDA represents River’s 64% share of ACL’s after-tax equity income. For purposes of calculating value range, Adj. EBITDA is grossed up to reflect that it is non-taxable income to River. 2. Includes 64% of ACL balance sheet cash. CONFIDENTIAL 27
AppendixAppendix
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Public Comparable Companies (cont’d) ($ in millions, except Share Equity Enterprise EV / Revenue '17A - '19E Growth '18E EBITDA per share data) Price Value Value 2017A 2018E 2019E Revenue EBITDA Margin Subscription Streaming Netflix (1) $312.46 $140,947 $144,955 12.4 x 9.0 x 7.3 x 31% 72% 13% Spotify 161.67 31,025 28,105 5.7 4.5 3.5 28% NM NM Gaia 15.15 282 214 7.6 4.9 2.8 65% NM NM Mean 8.6 x 6.1 x 4.5 x 41% 72% 13% Median 7.6 4.9 3.5 31% 72% 13% Source: Company filings and CapIQ as of April 30, 2018. 1. Pro forma for issuance of $1.9bn of debt announced on April 26, 2018. CONFIDENTIAL 29PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Selected Public Comparable Companies (cont’d) ($ in millions, except Share Equity Enterprise EV / Revenue '17A - '19E Growth '18E EBITDA per share data) Price Value Value 2017A 2018E 2019E Revenue EBITDA Margin Subscription Streaming Netflix (1) $312.46 $140,947 $144,955 12.4 x 9.0 x 7.3 x 31% 72% 13% Spotify 161.67 31,025 28,105 5.7 4.5 3.5 28% NM NM Gaia 15.15 282 214 7.6 4.9 2.8 65% NM NM Mean 8.6 x 6.1 x 4.5 x 41% 72% 13% Median 7.6 4.9 3.5 31% 72% 13% Source: Company filings and CapIQ as of April 30, 2018. 1. Pro forma for issuance of $1.9bn of debt announced on April 26, 2018. CONFIDENTIAL 29
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Acorn TV: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 5.7% 1.40 1.34 1 Netflix 2 Gaia (2) 4.3% 0.50 0.49 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 1.07 1.61 Debt / Capitalization (Market) 5.7% 5.7% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.8% 11.9% Size Premium (3) 5.4% 5.4% Cost of Equity 15.2% 20.4% Cost of Debt Cost of Debt (Pretax) (4) 5.9% 5.9% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 15.2% 20.4% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 5.7% 5.7% Weighted Average Cost of Capital 14.6% 17.0% 19.5% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 30PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Acorn TV: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 5.7% 1.40 1.34 1 Netflix 2 Gaia (2) 4.3% 0.50 0.49 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 1.07 1.61 Debt / Capitalization (Market) 5.7% 5.7% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.8% 11.9% Size Premium (3) 5.4% 5.4% Cost of Equity 15.2% 20.4% Cost of Debt Cost of Debt (Pretax) (4) 5.9% 5.9% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 15.2% 20.4% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 5.7% 5.7% Weighted Average Cost of Capital 14.6% 17.0% 19.5% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 30
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY UMC: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 5.7% 1.40 1.34 Netflix Gaia (2) 4.3% 0.50 0.49 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 1.07 1.61 Debt / Capitalization (Market) 5.7% 5.7% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.8% 11.9% Size Premium (3) 11.4% 11.4% Cost of Equity 21.3% 26.4% Cost of Debt Cost of Debt (Pretax) (4) 5.9% 5.9% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 21.3% 26.4% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 5.7% 5.7% Weighted Average Cost of Capital 20.3% 22.7% 25.1% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 31PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY UMC: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Subscription Streaming U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 5.7% 1.40 1.34 Netflix Gaia (2) 4.3% 0.50 0.49 Equity Market Risk Premium (1) 6.0% 7.1% Asset Beta (2) 1.07 1.61 Debt / Capitalization (Market) 5.7% 5.7% Effective Marginal Tax Rate 26.0% 26.0% Adjusted Equity Market Risk Premium 6.8% 11.9% Size Premium (3) 11.4% 11.4% Cost of Equity 21.3% 26.4% Cost of Debt Cost of Debt (Pretax) (4) 5.9% 5.9% Effective Marginal Tax Rate 26.0% 26.0% Cost of Debt (After tax) 4.3% 4.3% WACC Cost of Equity 21.3% 26.4% Cost of Debt (After Tax) 4.3% 4.3% Debt / Capitalization (Market) 5.7% 5.7% Weighted Average Cost of Capital 20.3% 22.7% 25.1% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on two-year beta of Netflix +/- 20%. Due to Gaia’s limited liquidity and limited float, its asset beta is not viewed as an adequate data point for calculating cost of equity. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on yield to worst of Netflix 10 year note issued April 26, 2018. CONFIDENTIAL 31
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Wholesale + IP Licensing: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Traditional Media U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 14.6% 0.96 0.85 1 Disney 2 CBS 34.9% 0.86 0.61 Equity Market Risk Premium (1) 6.0% 7.1% 60.4% 1.24 0.58 3 Discovery Asset Beta (2) 0.52 0.78 45.0% 0.96 0.60 4 Viacom Debt / Capitalization (Market) 33.4% 33.4% 15.3% 0.81 0.71 5 ITV Effective Marginal Tax Rate 26.0% 26.0% 48.9% 0.70 0.41 6 AMC Adjusted Equity Market Risk Premium 4.3% 7.5% Independent Content Production & Distribution 32.0% 1.37 1.02 7 Lionsgate Size Premium (3) 5.4% 5.4% 8 Entertainment One 29.7% 0.89 0.68 Cost of Equity 12.8% 16.0% 29.5% 1.04 0.80 9 Eros 65.7% 0.36 0.15 10 DHX Media Cost of Debt Cost of Debt (Pretax) (4) 6.3% 6.3% Median 33.4% 0.65 Effective Marginal Tax Rate 26.0% 26.0% Average 37.6% 0.64 Cost of Debt (After tax) 4.7% 4.7% WACC Cost of Equity 12.8% 16.0% Cost of Debt (After Tax) 4.7% 4.7% Debt / Capitalization (Market) 33.4% 33.4% Weighted Average Cost of Capital 10.1% 11.1% 12.2% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on median of two-year betas per Bloomberg of comparable companies +/- 20%. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on median yield to worst of selected Independent Content Production & Distribution companies. CONFIDENTIAL 32PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Wholesale + IP Licensing: Illustrative WACC Analysis Illustrative WACC Selected Companies Debt / Equity Asset Low High Company Total Cap Beta Beta Cost of Equity Traditional Media U.S. Risk Free Rate (30-Yr Treasury) 3.1% 3.1% 14.6% 0.96 0.85 1 Disney 2 CBS 34.9% 0.86 0.61 Equity Market Risk Premium (1) 6.0% 7.1% 60.4% 1.24 0.58 3 Discovery Asset Beta (2) 0.52 0.78 45.0% 0.96 0.60 4 Viacom Debt / Capitalization (Market) 33.4% 33.4% 15.3% 0.81 0.71 5 ITV Effective Marginal Tax Rate 26.0% 26.0% 48.9% 0.70 0.41 6 AMC Adjusted Equity Market Risk Premium 4.3% 7.5% Independent Content Production & Distribution 32.0% 1.37 1.02 7 Lionsgate Size Premium (3) 5.4% 5.4% 8 Entertainment One 29.7% 0.89 0.68 Cost of Equity 12.8% 16.0% 29.5% 1.04 0.80 9 Eros 65.7% 0.36 0.15 10 DHX Media Cost of Debt Cost of Debt (Pretax) (4) 6.3% 6.3% Median 33.4% 0.65 Effective Marginal Tax Rate 26.0% 26.0% Average 37.6% 0.64 Cost of Debt (After tax) 4.7% 4.7% WACC Cost of Equity 12.8% 16.0% Cost of Debt (After Tax) 4.7% 4.7% Debt / Capitalization (Market) 33.4% 33.4% Weighted Average Cost of Capital 10.1% 11.1% 12.2% Source: Bloomberg, CapIQ, Duff & Phelps, and company filings. Note: Market data as of April 30, 2018. 1. “Low” reflects long-horizon expected equity risk premium (supply-side). “High” reflects long-horizon expected equity risk premium (historical). 2. Asset beta based on median of two-year betas per Bloomberg of comparable companies +/- 20%. 3. Duff & Phelps size premium based on companies with comparable market capitalizations. 4. Based on median yield to worst of selected Independent Content Production & Distribution companies. CONFIDENTIAL 32
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Blended WACC Calculation Detail 2022 Adj. EBITDA (Pre Corp. Exp.) WACC ($USD in millions) $ % Low Mid High Base Case Acorn TV $31.7 48% 14.6% 17.0% 19.5% UMC 18.1 28% 20.3% 22.7% 25.1% Wholesale + IP 15.8 24% 10.1% 11.1% 12.2% Total (Pre Corp. Exp.) $65.6 100% 15.1% 17.2% 19.3% Adjusted Case Acorn TV $30.6 62% 14.6% 17.0% 19.5% UMC 5.8 12% 20.3% 22.7% 25.1% Wholesale + IP 12.8 26% 10.1% 11.1% 12.2% Total (Pre Corp. Exp.) $49.2 100% 14.1% 16.2% 18.3% Source: Company management, Bloomberg, CapIQ, Duff & Phelps, and Company filings. Note: Terminal Adj. EBITDA being utilized as a proxy for estimated value contribution for each segment. CONFIDENTIAL 33PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Blended WACC Calculation Detail 2022 Adj. EBITDA (Pre Corp. Exp.) WACC ($USD in millions) $ % Low Mid High Base Case Acorn TV $31.7 48% 14.6% 17.0% 19.5% UMC 18.1 28% 20.3% 22.7% 25.1% Wholesale + IP 15.8 24% 10.1% 11.1% 12.2% Total (Pre Corp. Exp.) $65.6 100% 15.1% 17.2% 19.3% Adjusted Case Acorn TV $30.6 62% 14.6% 17.0% 19.5% UMC 5.8 12% 20.3% 22.7% 25.1% Wholesale + IP 12.8 26% 10.1% 11.1% 12.2% Total (Pre Corp. Exp.) $49.2 100% 14.1% 16.2% 18.3% Source: Company management, Bloomberg, CapIQ, Duff & Phelps, and Company filings. Note: Terminal Adj. EBITDA being utilized as a proxy for estimated value contribution for each segment. CONFIDENTIAL 33
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Base Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.4 $25.2 $30.7 $40.4 Beginning NOL Balance $55.4 $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.2 $36.4 $15.1 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.4) (25.2) (30.7) (15.1) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.8 $6.5 $8.0 $3.9 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 15.0% WACC: $0.50 @ 17.0% WACC: 0.47 @ 19.0% WACC: 0.45 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. CONFIDENTIAL 34PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Base Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.4 $25.2 $30.7 $40.4 Beginning NOL Balance $55.4 $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.2 $36.4 $15.1 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.4) (25.2) (30.7) (15.1) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $42.8 $27.0 $5.7 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.8 $6.5 $8.0 $3.9 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 15.0% WACC: $0.50 @ 17.0% WACC: 0.47 @ 19.0% WACC: 0.45 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. CONFIDENTIAL 34
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Adjusted Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.1 $20.7 $22.9 $27.8 Beginning NOL Balance $55.4 $51.8 $43.1 $31.8 $18.3 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.5 $41.2 $27.8 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.1) (20.7) (22.9) (27.8) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $43.1 $31.8 $18.3 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.7 $5.4 $5.9 $7.2 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 14.0% WACC: $0.49 @ 16.0% WACC: 0.45 @ 18.0% WACC: 0.44 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. CONFIDENTIAL 35PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Adjusted Case Financials: Illustrative Value of NOLs Illustrative Value of NOLs Fiscal Year Ending December 31, ($USD in Millions) 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E Pre-Tax Income $14.9 $18.1 $20.7 $22.9 $27.8 Beginning NOL Balance $55.4 $51.8 $43.1 $31.8 $18.3 $-- $-- $-- $-- $-- $-- $-- $-- Plus: NOLs Newly Available in Current Year 11.2 9.4 9.4 9.4 9.4 9.4 9.4 9.4 0.3 0.2 0.2 0.2 0.2 Total NOLs Available $66.6 $61.2 $52.5 $41.2 $27.8 $9.4 $9.4 $9.4 $0.3 $0.2 $0.2 $0.2 $0.2 Increase / (Decrease) in NOLs (14.9) (18.1) (20.7) (22.9) (27.8) (9.4) (9.4) (9.4) (0.3) (0.2) (0.2) (0.2) (0.2) Ending NOL Balance $51.8 $43.1 $31.8 $18.3 $-- $-- $-- $-- $-- $-- $-- $-- $-- Tax Savings $3.9 $4.7 $5.4 $5.9 $7.2 $2.5 $2.5 $2.5 $0.1 $0.1 $0.1 $0.1 $0.0 PV of Tax Savings / Share @ 14.0% WACC: $0.49 @ 16.0% WACC: 0.45 @ 18.0% WACC: 0.44 Source: Company management and Company filings. Note: Present value of cash flows as of March 31, 2018 using mid-year discounting convention. CONFIDENTIAL 35
PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Capitalization Detail ($USD and shares in millions, except per share value) Principal Interest Maturity Tranche A Loan $23.0 7.0% Beg. 6/31/20 Debt (1) Tranche B Loan 55.0 6.0% Beg. 10/13/21 Total Senior-Term Notes $78.0 6.3% Weighted Shares Avg. Price Expiration AMC Unregistered Warrants First 3.3 $3.00 10/14/21 Second 10.0 3.00 10/14/22 Third 5.0 3.00 10/14/23 Total AMC Unregistered Warrants 18.3 $3.00 Warrants (2) 2015 Unregistered Warrants 3.0 $2.29 05/20/20 2012 Registered Warrants 5.1 36.00 -- 2012 Sponsor Warrants 1.3 36.00 -- 2012 Unregistered Warrants 0.6 36.00 -- Total Warrants 28.3 Value as of Convertible Preferred # (in 000s) 4/3/2018 (3) Dilution Stock Convertible Preferred Stock 15.2 $17.6 5.9 Source: Company management. 1. Interest must be settled with common stock. Principal payable with common stock. 2. Includes provision that does not dilute AMC to below 50.1% ownership on a fully diluted basis. 3. Based on conversion price of $1,000 per preferred stock plus unpaid dividends as of April 3, 2018. CONFIDENTIAL 36PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Capitalization Detail ($USD and shares in millions, except per share value) Principal Interest Maturity Tranche A Loan $23.0 7.0% Beg. 6/31/20 Debt (1) Tranche B Loan 55.0 6.0% Beg. 10/13/21 Total Senior-Term Notes $78.0 6.3% Weighted Shares Avg. Price Expiration AMC Unregistered Warrants First 3.3 $3.00 10/14/21 Second 10.0 3.00 10/14/22 Third 5.0 3.00 10/14/23 Total AMC Unregistered Warrants 18.3 $3.00 Warrants (2) 2015 Unregistered Warrants 3.0 $2.29 05/20/20 2012 Registered Warrants 5.1 36.00 -- 2012 Sponsor Warrants 1.3 36.00 -- 2012 Unregistered Warrants 0.6 36.00 -- Total Warrants 28.3 Value as of Convertible Preferred # (in 000s) 4/3/2018 (3) Dilution Stock Convertible Preferred Stock 15.2 $17.6 5.9 Source: Company management. 1. Interest must be settled with common stock. Principal payable with common stock. 2. Includes provision that does not dilute AMC to below 50.1% ownership on a fully diluted basis. 3. Based on conversion price of $1,000 per preferred stock plus unpaid dividends as of April 3, 2018. CONFIDENTIAL 36
Exhibit (c)(iv) Citi Corporate & Investment Banking | Global Media & Telecom Group September 2017 Discussion Materials Strictly Private and Confidential Exhibit (c)(iv) Citi Corporate & Investment Banking | Global Media & Telecom Group September 2017 Discussion Materials Strictly Private and Confidential
Preliminary Draft Subject to Review RLJE Price Performance Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trading day Financial Announced Completes Receives Announces Announces debt Announced GAMCO files RLJE reports RLJE reports following acquisition obligation and debt capital delisting 1:3 reverse transaction with higher than 13D and Q1 2017 Q2 2017 of Image credit facility refinancing restructuring warning letter stock split AMCX, stock rises expected announces Results Results Entertainment and agreement through sale from NASDAQ 14%, but subsequently Q4’16 ending ~5% stake, Acorn Media by modified of warrants for trading trades back down in SVOD stock RLJ SPAC and preferred below $1 the following days subscribers increases 9% $30.00 $25.00 LTM Stock Price Performance $20.00 Oct 17, 2016 Jan 17, 2017 Feb 6, 2017 May 11, 2017 Aug 10, 2017 90% 65% Trading Statistics $15.00 40% 27.7% (1) Beta 0.55 S&P 500 15% 15.7% Short Interest 0.9% (10%) Avg. Abs. Daily Price (35%) $10.00 3.8% Change (60%) Sep-16 Dec-16 Mar-17 Jun-17 Sep-17 LTM Average Daily 2.4% Volume / Public Float $5.00 $3.00 $0.00 Oct-12 Feb-13 Jun-13 Sep-13 Jan-14 May-14 Sep-14 Jan-15 May-15 Sep-15 Jan-16 May-16 Sep-16 Jan-17 May-17 Sep-17 Source: Company filings, Factset, Bloomberg. Note: Market data as of 9/8/2017. 1 Preliminary Draft Subject to Review RLJE Price Performance Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trading day Financial Announced Completes Receives Announces Announces debt Announced GAMCO files RLJE reports RLJE reports following acquisition obligation and debt capital delisting 1:3 reverse transaction with higher than 13D and Q1 2017 Q2 2017 of Image credit facility refinancing restructuring warning letter stock split AMCX, stock rises expected announces Results Results Entertainment and agreement through sale from NASDAQ 14%, but subsequently Q4’16 ending ~5% stake, Acorn Media by modified of warrants for trading trades back down in SVOD stock RLJ SPAC and preferred below $1 the following days subscribers increases 9% $30.00 $25.00 LTM Stock Price Performance $20.00 Oct 17, 2016 Jan 17, 2017 Feb 6, 2017 May 11, 2017 Aug 10, 2017 90% 65% Trading Statistics $15.00 40% 27.7% (1) Beta 0.55 S&P 500 15% 15.7% Short Interest 0.9% (10%) Avg. Abs. Daily Price (35%) $10.00 3.8% Change (60%) Sep-16 Dec-16 Mar-17 Jun-17 Sep-17 LTM Average Daily 2.4% Volume / Public Float $5.00 $3.00 $0.00 Oct-12 Feb-13 Jun-13 Sep-13 Jan-14 May-14 Sep-14 Jan-15 May-15 Sep-15 Jan-16 May-16 Sep-16 Jan-17 May-17 Sep-17 Source: Company filings, Factset, Bloomberg. Note: Market data as of 9/8/2017. 1
Preliminary Draft Subject to Review RLJE Q2’17 Earnings Update Commentary Q2’17 Earnings Results · RLJE delivered a solid Q2, and is poised for a strong FY2017 (US$ in million) Q2'17 Q2'16 Var % Subscribers 550 341 61% · Net Revenue: Increased 19% YoY, driven by a 72% increase Revenue in revenue from Proprietary Digital Channels Digital Channels $6.4 $3.7 72% · EBITDA: Adjusted EBITDA for the quarter improved from a loss of $0.3 million last year to a gain of $3.9 million this year IP Licensing 0.002 -- NA Wholesale Distribution 12.4 12.0 3 · Subscribers: Digital Channels paying subscribers increased 61% from the second quarter of 2016 to over 550,000 Corporate -- -- -- · Gross margin: increased 21.5 percentage points to 51.7% Total Revenue $18.8 $15.8 19% YoY, driven by growth in the Digital Channels segment and a more licensing deals in the Wholesale Distribution segment EBITDA Digital Channels $2.5 $1.4 75% · Leverage: The Company expects to decrease financial leverage 6.0x by the end pf FY2017 IP Licensing (0.1) (0.1) -- Wholesale Distribution 2.5 (0.6) -- 1 Month Stock Price Performance (8/8/2017 – 9/8/2017) Corporate (2.7) (2.8) -- Total EBITDA $2.2 ($2.1) -- Margin % 11% NM (10%) Free Cash Flow ($5.1) $1.3 (483%) Adjusted EPS $0.24 $0.31 (23) Q2 Earnings (25%) Basic Shares (mm) 13.6 5.1 168% (30%) 9/8/17 8/8/17 8/14/17 8/20/17 8/26/17 9/1/17 9/7/17 Source: Company Filings, FactSet. 2 Note: Market data as of 9/8/2017. Preliminary Draft Subject to Review RLJE Q2’17 Earnings Update Commentary Q2’17 Earnings Results · RLJE delivered a solid Q2, and is poised for a strong FY2017 (US$ in million) Q2'17 Q2'16 Var % Subscribers 550 341 61% · Net Revenue: Increased 19% YoY, driven by a 72% increase Revenue in revenue from Proprietary Digital Channels Digital Channels $6.4 $3.7 72% · EBITDA: Adjusted EBITDA for the quarter improved from a loss of $0.3 million last year to a gain of $3.9 million this year IP Licensing 0.002 -- NA Wholesale Distribution 12.4 12.0 3 · Subscribers: Digital Channels paying subscribers increased 61% from the second quarter of 2016 to over 550,000 Corporate -- -- -- · Gross margin: increased 21.5 percentage points to 51.7% Total Revenue $18.8 $15.8 19% YoY, driven by growth in the Digital Channels segment and a more licensing deals in the Wholesale Distribution segment EBITDA Digital Channels $2.5 $1.4 75% · Leverage: The Company expects to decrease financial leverage 6.0x by the end pf FY2017 IP Licensing (0.1) (0.1) -- Wholesale Distribution 2.5 (0.6) -- 1 Month Stock Price Performance (8/8/2017 – 9/8/2017) Corporate (2.7) (2.8) -- Total EBITDA $2.2 ($2.1) -- Margin % 11% NM (10%) Free Cash Flow ($5.1) $1.3 (483%) Adjusted EPS $0.24 $0.31 (23) Q2 Earnings (25%) Basic Shares (mm) 13.6 5.1 168% (30%) 9/8/17 8/8/17 8/14/17 8/20/17 8/26/17 9/1/17 9/7/17 Source: Company Filings, FactSet. 2 Note: Market data as of 9/8/2017.
Preliminary Draft Subject to Review RLJE Summary Financials Revenue ’13 – ’16 ’16 – ’20 · Deliberately shifting ($ in mm) CAGR CAGR business to SVOD away from traditional distribution $165 · SVOD expected to show $138 $136 $41 continued growth as Acorn $125 $118 and UMC gain subscribers $33 $8 $103 $99 $28 $91 $4 99% 49% $80 $8 $80 $8 $9 · Distribution business is $60 $3 $3 $43 $28 $16 restructuring to focus on $115 broadcast and digital while $91 $86 $88 $64 $63 $60 $58 $55 (18%) (3%) seeking efficiencies in physical (i.e. DVDs) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Distribution SVOD Platform IP Licensing Other Direct To Consumer (Discontinued) Total Revenue Growth (%) (9%) (16%) (9%) NA (36%) 13% 13% 15% 15% (2)(3) Adj. EBITDA ’13 – ’16 ’16 – ’20 ($ in mm) $37 CAGR CAGR · SVOD business projected $29 to become primary driver of (1) $23 '13-'16 CAGR 1% EBITDA $33 $15 · Elimination of loss making $14 $13 $10 $25 NM 48% $7 $17 U.S. catalog / eCommerce $1 $4 $5 $3 $11 $5 $7 business has improved $1 $2 $1 $2 $9 $9 $8 margins $2 $5 $2 $4 $4 $4 $2 (25%) (20%) $1 ($3) ($3) ($0) ($1) ($1) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Distribution SVOD Platform IP Licensing Other Direct To Consumer (Discontinued) Growth (%) 49% (30%) (21%) NA 74% 18% 46% 30% 26% % Margin 8% 7% 6% 12% 16% 17% 22% 25% 27% Source: Management Projections, Company Financials. (1) Excludes Direct to Consumer segment. (2) Adjusted EBITDA includes Equity Earnings of Affiliate. 3 (3) Corporate overhead and one time adjustments to EBITDA allocated pro rata to segments based on revenue contribution. Preliminary Draft Subject to Review RLJE Summary Financials Revenue ’13 – ’16 ’16 – ’20 · Deliberately shifting ($ in mm) CAGR CAGR business to SVOD away from traditional distribution $165 · SVOD expected to show $138 $136 $41 continued growth as Acorn $125 $118 and UMC gain subscribers $33 $8 $103 $99 $28 $91 $4 99% 49% $80 $8 $80 $8 $9 · Distribution business is $60 $3 $3 $43 $28 $16 restructuring to focus on $115 broadcast and digital while $91 $86 $88 $64 $63 $60 $58 $55 (18%) (3%) seeking efficiencies in physical (i.e. DVDs) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Distribution SVOD Platform IP Licensing Other Direct To Consumer (Discontinued) Total Revenue Growth (%) (9%) (16%) (9%) NA (36%) 13% 13% 15% 15% (2)(3) Adj. EBITDA ’13 – ’16 ’16 – ’20 ($ in mm) $37 CAGR CAGR · SVOD business projected $29 to become primary driver of (1) $23 '13-'16 CAGR 1% EBITDA $33 $15 · Elimination of loss making $14 $13 $10 $25 NM 48% $7 $17 U.S. catalog / eCommerce $1 $4 $5 $3 $11 $5 $7 business has improved $1 $2 $1 $2 $9 $9 $8 margins $2 $5 $2 $4 $4 $4 $2 (25%) (20%) $1 ($3) ($3) ($0) ($1) ($1) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Distribution SVOD Platform IP Licensing Other Direct To Consumer (Discontinued) Growth (%) 49% (30%) (21%) NA 74% 18% 46% 30% 26% % Margin 8% 7% 6% 12% 16% 17% 22% 25% 27% Source: Management Projections, Company Financials. (1) Excludes Direct to Consumer segment. (2) Adjusted EBITDA includes Equity Earnings of Affiliate. 3 (3) Corporate overhead and one time adjustments to EBITDA allocated pro rata to segments based on revenue contribution.
Preliminary Draft Subject to Review RLJE Summary Financials (Cont’d.) Capex & Content Spend ($ in mm) · Increasing the acquisition of original and exclusive content to $54 $51 $50 enhance the SVOD value $47 $2 $46 $1 $43 $2 proposition $41 $41 $2 $2 $2 $35 $2 $2 · Business requires minimal capex $1 $52 $50 $48 $45 $45 $41 $39 $39 $34 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Capex Cash Content Spend % of Revenue 31% 34% 33% 41% 44% 48% 46% 43% 40% Levered FCF ($ in mm) · Business expected to become free cash flow positive in 2017. Top line growth in SVOD expected to offset $23 rising content investment $16 $6 $6 $3 $3 $1 ($7) ($11) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Source: Company Financials. 4 Preliminary Draft Subject to Review RLJE Summary Financials (Cont’d.) Capex & Content Spend ($ in mm) · Increasing the acquisition of original and exclusive content to $54 $51 $50 enhance the SVOD value $47 $2 $46 $1 $43 $2 proposition $41 $41 $2 $2 $2 $35 $2 $2 · Business requires minimal capex $1 $52 $50 $48 $45 $45 $41 $39 $39 $34 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Capex Cash Content Spend % of Revenue 31% 34% 33% 41% 44% 48% 46% 43% 40% Levered FCF ($ in mm) · Business expected to become free cash flow positive in 2017. Top line growth in SVOD expected to offset $23 rising content investment $16 $6 $6 $3 $3 $1 ($7) ($11) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Source: Company Financials. 4
Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current 8% 17% 25% Implied Share Price $3.00 $3.25 $3.50 $3.75 Basic Shares 13.6 13.6 13.6 13.6 (1) (1) (1) (+) Net Warrants & RSUs 1.4 21.4 22.9 24.2 TSM Shares 15.0 35.0 36.5 37.7 Price % Premium to Current $3.00 -- 8% 17% 25% % Premium / (Discount) to 52 Week High 4.46 (33) (27) (22) (16) % Premium to 52 Week Low 1.34 124 143 161 180 % Premium / (Discount) to VWAP 30-Day $3.31 (9%) (2%) 6% 13% 90-Day 3.41 (12) (5) 3 10 1-Year 2.36 27 38 48 59 Common Equity Value $45 $114 $128 $141 (+) Preferred Equity 18 18 18 18 (+) CoC Premium on Preferred if Put -- 5 5 5 (1) (1) (1) (+) Net Debt 66 11 11 11 (-) Unconsolidated Agatha Christie Investment @ Book (18) (18) (18) (18) Firm Value $111 $130 $144 $157 TRUE TRUE TRUE Market Multiples Metric FV / EBITDA 2017E $15 7.2 8.4 9.3 10.2 Price / FCF 2017E $3 14.4x 36.4x 40.9x 45.3x Source: FactSet, Company Filings. Note: Market data as of 9/8/2017. (1) Assumes exercise of AMC warrants. 5 Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current 8% 17% 25% Implied Share Price $3.00 $3.25 $3.50 $3.75 Basic Shares 13.6 13.6 13.6 13.6 (1) (1) (1) (+) Net Warrants & RSUs 1.4 21.4 22.9 24.2 TSM Shares 15.0 35.0 36.5 37.7 Price % Premium to Current $3.00 -- 8% 17% 25% % Premium / (Discount) to 52 Week High 4.46 (33) (27) (22) (16) % Premium to 52 Week Low 1.34 124 143 161 180 % Premium / (Discount) to VWAP 30-Day $3.31 (9%) (2%) 6% 13% 90-Day 3.41 (12) (5) 3 10 1-Year 2.36 27 38 48 59 Common Equity Value $45 $114 $128 $141 (+) Preferred Equity 18 18 18 18 (+) CoC Premium on Preferred if Put -- 5 5 5 (1) (1) (1) (+) Net Debt 66 11 11 11 (-) Unconsolidated Agatha Christie Investment @ Book (18) (18) (18) (18) Firm Value $111 $130 $144 $157 TRUE TRUE TRUE Market Multiples Metric FV / EBITDA 2017E $15 7.2 8.4 9.3 10.2 Price / FCF 2017E $3 14.4x 36.4x 40.9x 45.3x Source: FactSet, Company Filings. Note: Market data as of 9/8/2017. (1) Assumes exercise of AMC warrants. 5
Preliminary Draft Subject to Review RLJE Shareholder Proceeds at Various Prices (1) (1) Fully Diluted Ownership Proceeds by Major Shareholder (Shares and US$ in millions) (Shares and US$ in millions) · Common stock and net exercise price of warrants to be paid in cash and/or stock · Preferred shares are put to AMC at 125% of face value in cash for all offers less than $3.75 – Face value includes accrued dividends – $18mm face value and $5mm Change of Control premium RLJE Offer Price $3.25 $3.50 $3.75 By Holder Number of Shares Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Common Preferred Warrants Options Fully Diluted AMCX 2.3 -- 18.3 -- 20.6 20.6 $66.9 55.7% 20.6 $72.0 55.7% 20.6 $77.2 47.8% Bob Johnson 6.8 -- 1.5 -- 8.3 8.3 27.0 22.4 8.3 29.0 22.4 8.3 31.1 19.3 JH Investments 0.7 3.0 0.7 -- 4.4 1.4 4.6 3.9 1.4 5.0 3.9 4.4 16.6 10.3 Wolverine -- 1.6 0.4 -- 2.0 0.4 1.3 1.1 0.4 1.4 1.1 2.0 7.5 4.6 Sudbury 0.1 0.9 0.2 -- 1.2 0.3 1.0 0.8 0.3 1.0 0.8 1.2 4.4 2.7 (2) Other 4.3 0.6 0.3 1.4 6.6 6.0 19.4 16.1 6.0 20.9 16.1 6.6 24.6 15.3 Fully Diluted Total 14.1 6.1 21.4 1.4 43.0 36.9 $120.1 100.0% 36.9 $129.3 100.0% 43.0 $161.4 100.0% (1) Proceeds by Major Shareholder RLJE Offer Price RLJE Offer Price $3.25 $3.50 $3.75 Proceeds Number of Shares Proceeds Proceeds Proceeds Warrant Price Common Preferred Warrants Options Fully Diluted Common Preferred Warrants Options Total Common Preferred Warrants Options Total Common Preferred Warrants Options Total AMCX 2.3 -- 18.3 -- 20.6 Bob Johnson 6.8 -- 1.5 -- 8.3 $22.1 -- -- -- $22.1 $23.8 -- $0.8 -- $24.5 $25.5 -- $1.1 -- $26.6 JH Investments 0.7 3.0 0.7 -- 4.4 2.2 11.2 1.3 -- 14.7 2.4 11.2 1.5 -- 15.1 2.5 11.2 1.7 -- 15.5 Wolverine -- 1.6 0.4 -- 2.0 -- 6.0 0.7 -- 6.7 -- 6.0 0.8 -- 6.8 -- 6.0 0.9 -- 6.9 Sudbury 0.1 0.9 0.2 -- 1.2 0.3 3.3 0.7 -- 4.2 0.3 3.3 0.7 -- 4.3 0.4 3.3 0.8 -- 4.4 (2) 4.3 0.6 0.3 1.4 6.6 14.0 2.3 0.6 0.6 17.4 15.1 2.3 0.2 0.9 18.5 16.1 2.3 0.3 1.3 20.0 Other Total 14.1 6.1 21.4 1.4 43.0 $38.6 $22.8 $3.2 $0.6 $65.2 $41.5 $22.8 $4.0 $0.9 $69.3 $44.5 $22.8 $4.8 $1.3 $73.4 Source: Company Filings. (1) Excludes 2012 Warrants. 6 (2) Includes Restricted Service Shares and Restricted Performance Shares. Preliminary Draft Subject to Review RLJE Shareholder Proceeds at Various Prices (1) (1) Fully Diluted Ownership Proceeds by Major Shareholder (Shares and US$ in millions) (Shares and US$ in millions) · Common stock and net exercise price of warrants to be paid in cash and/or stock · Preferred shares are put to AMC at 125% of face value in cash for all offers less than $3.75 – Face value includes accrued dividends – $18mm face value and $5mm Change of Control premium RLJE Offer Price $3.25 $3.50 $3.75 By Holder Number of Shares Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Common Preferred Warrants Options Fully Diluted AMCX 2.3 -- 18.3 -- 20.6 20.6 $66.9 55.7% 20.6 $72.0 55.7% 20.6 $77.2 47.8% Bob Johnson 6.8 -- 1.5 -- 8.3 8.3 27.0 22.4 8.3 29.0 22.4 8.3 31.1 19.3 JH Investments 0.7 3.0 0.7 -- 4.4 1.4 4.6 3.9 1.4 5.0 3.9 4.4 16.6 10.3 Wolverine -- 1.6 0.4 -- 2.0 0.4 1.3 1.1 0.4 1.4 1.1 2.0 7.5 4.6 Sudbury 0.1 0.9 0.2 -- 1.2 0.3 1.0 0.8 0.3 1.0 0.8 1.2 4.4 2.7 (2) Other 4.3 0.6 0.3 1.4 6.6 6.0 19.4 16.1 6.0 20.9 16.1 6.6 24.6 15.3 Fully Diluted Total 14.1 6.1 21.4 1.4 43.0 36.9 $120.1 100.0% 36.9 $129.3 100.0% 43.0 $161.4 100.0% (1) Proceeds by Major Shareholder RLJE Offer Price RLJE Offer Price $3.25 $3.50 $3.75 Proceeds Number of Shares Proceeds Proceeds Proceeds Warrant Price Common Preferred Warrants Options Fully Diluted Common Preferred Warrants Options Total Common Preferred Warrants Options Total Common Preferred Warrants Options Total AMCX 2.3 -- 18.3 -- 20.6 Bob Johnson 6.8 -- 1.5 -- 8.3 $22.1 -- -- -- $22.1 $23.8 -- $0.8 -- $24.5 $25.5 -- $1.1 -- $26.6 JH Investments 0.7 3.0 0.7 -- 4.4 2.2 11.2 1.3 -- 14.7 2.4 11.2 1.5 -- 15.1 2.5 11.2 1.7 -- 15.5 Wolverine -- 1.6 0.4 -- 2.0 -- 6.0 0.7 -- 6.7 -- 6.0 0.8 -- 6.8 -- 6.0 0.9 -- 6.9 Sudbury 0.1 0.9 0.2 -- 1.2 0.3 3.3 0.7 -- 4.2 0.3 3.3 0.7 -- 4.3 0.4 3.3 0.8 -- 4.4 (2) 4.3 0.6 0.3 1.4 6.6 14.0 2.3 0.6 0.6 17.4 15.1 2.3 0.2 0.9 18.5 16.1 2.3 0.3 1.3 20.0 Other Total 14.1 6.1 21.4 1.4 43.0 $38.6 $22.8 $3.2 $0.6 $65.2 $41.5 $22.8 $4.0 $0.9 $69.3 $44.5 $22.8 $4.8 $1.3 $73.4 Source: Company Filings. (1) Excludes 2012 Warrants. 6 (2) Includes Restricted Service Shares and Restricted Performance Shares.
Preliminary Draft Illustrative Proposal Alternatives Subject to Review 1 2 3 All Cash All Stock 50/50 Cash / Stock All Cash All Stock 50/50 Mix Overview · RLJE acquired for $3.75 per share (13% premium) with preferred shares put at $23mm (face +25% premium) Consideration Mix Common Equity Holders Stock Class A - 1 vote per share -- $64 $32 Class B - 10 votes per share -- -- -- Cash $64 -- $32 Preferred Equity Holders (1) Cash $23 $23 $23 Total Consideration $87 $87 $87 Ownership Economic AMCX Public 81% 80% 80% Dolan Family 19 19 19 AMCX Total 100% 98% 99% RLJE Total -- 2% 1% Voting AMC Public 31% 31% 31% Dolan Family 69 68 68 AMCX Total 100% 99% 100% RLJE Total -- 1% 0% Leverage Total Debt / LTM EBITDA 3.1x 3.0x 3.1x Net Debt / LTM EBITDA 2.8 2.7 2.7 Accretion / Dilution AMCX 2017E FCF / Share $4.50 $4.50 $4.50 PF AMCX 2017E FCF / Share 4.59 4.52 4.56 Accretion / (Dilution) 2.0% 0.4% 1.2% 7 (1) Holders of convertible preferred with conversion price of $3.00, redeemed at 125% of face value. Preliminary Draft Illustrative Proposal Alternatives Subject to Review 1 2 3 All Cash All Stock 50/50 Cash / Stock All Cash All Stock 50/50 Mix Overview · RLJE acquired for $3.75 per share (13% premium) with preferred shares put at $23mm (face +25% premium) Consideration Mix Common Equity Holders Stock Class A - 1 vote per share -- $64 $32 Class B - 10 votes per share -- -- -- Cash $64 -- $32 Preferred Equity Holders (1) Cash $23 $23 $23 Total Consideration $87 $87 $87 Ownership Economic AMCX Public 81% 80% 80% Dolan Family 19 19 19 AMCX Total 100% 98% 99% RLJE Total -- 2% 1% Voting AMC Public 31% 31% 31% Dolan Family 69 68 68 AMCX Total 100% 99% 100% RLJE Total -- 1% 0% Leverage Total Debt / LTM EBITDA 3.1x 3.0x 3.1x Net Debt / LTM EBITDA 2.8 2.7 2.7 Accretion / Dilution AMCX 2017E FCF / Share $4.50 $4.50 $4.50 PF AMCX 2017E FCF / Share 4.59 4.52 4.56 Accretion / (Dilution) 2.0% 0.4% 1.2% 7 (1) Holders of convertible preferred with conversion price of $3.00, redeemed at 125% of face value.
Preliminary Draft Subject to Review RLJE Capitalization Table Capitalization Table ($ in mm) ($ in mm) Maturity x Interest Rate x 6/30/2017 Cash & Cash Equivalents $12.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.00% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.00 55.0 Total Debt $78.0 Net Debt FY 2016 H1 2016 H1 2017 65.8 LTM EBITDA $13.1 ($0.8) $4.0 $17.9 Leverage Stats Total Debt / LTM EBITDA 4.4x Net Debt / LTM EBITDA 3.7 Source: Company Filings. 8 Preliminary Draft Subject to Review RLJE Capitalization Table Capitalization Table ($ in mm) ($ in mm) Maturity x Interest Rate x 6/30/2017 Cash & Cash Equivalents $12.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.00% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.00 55.0 Total Debt $78.0 Net Debt FY 2016 H1 2016 H1 2017 65.8 LTM EBITDA $13.1 ($0.8) $4.0 $17.9 Leverage Stats Total Debt / LTM EBITDA 4.4x Net Debt / LTM EBITDA 3.7 Source: Company Filings. 8
Premiums Paid in Selected Squeeze Out Transactions Deal Value Acquiror Unaffected Premium to / Annc. Date Target Acquiror ($ mm) Voting % Offer Price 1 Day 1 Month 2016 12/19/2016 Calamos Asset Management, Inc. Management Buyout $159 97% $8.25 12% 19% 06/03/2016 Talen Energy Corporation Riverstone Holdings LLC 1,170 35 14.00 56 120 03/09/2016 Crown Media Holdings, Inc. Hallmark Cards, Incorporated 176 90 5.05 2 15 03/07/2016 National Interstate Corporation American Financial Group, Inc. 311 51 32.50 44 39 02/29/2016 Federal-Mogul Holdings Corporation Icahn Enterprises L.P. 304 82 9.25 86 98 01/19/2016 Rouse Properties, Inc. Brookfield Asset Management Inc. 705 34 18.25 35 29 2015 06/18/2015 SL Industries, Inc. Handy & Harman Ltd. $119 25% $40.00 38% 22% 2012 11/08/2012 Danfoss Power Danfoss A/S $690 76% $58.50 49% 49% 09/26/2012 American Greetings Corporation Management Buyout 642 43 19.00 32 33 02/24/2012 Kenneth Cole Productions Kenneth Cole 147 89 15.25 17 26 01/16/2012 Venoco Inc. Timothy M. Marquez 400 50 12.50 63 69 2011 10/03/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 07/12/2011 XO Holdings ACF Industries 96 92 1.40 84 103 04/21/2011 CNA Surety CNA Financial 475 61 26.55 38 49 02/22/2011 Caraco Pharmaceutical Labs Sun Pharmaceutical ind. 51 76 5.25 16 16 01/09/2011 Playboy Hugh Hefner 137 70 6.15 51 54 2010 11/15/2010 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 03/21/2010 CNX Gas CONSOL Energy 965 83 38.25 46 43 2009 11/03/2009 Landry's Restaurants Tilman Fertìtta $157 57% $24.00 11% 16% 09/08/2009 Odyssey Re Holdings Fairfax Financial Holdings 1,098 73 65.00 30 40 07/13/2009 iBasis KPN NV 93 56 3.00 33 32 04/20/2009 The Pepsi Bottling Group, Inc. PepsiCo, Inc. 5,202 39 36.50 45 87 04/20/2009 PepsiAmericas, Inc. PepsiCo, Inc. 2,028 43 28.50 43 79 03/25/2009 Hearst-Argyle Television Hearst Corp. 77 76 4.50 115 150 03/22/2009 Cox Radio Cox Enterprises 82 96 4.80 45 (6) 2008 07/21/2008 Genentech, Inc. Roche Holding Ltd $44,052 56% $95.00 16% 28% 03/10/2008 Nationwide Financial Services Nationwide Mutual Insurance 2,440 95 52.25 38 28 Average $2,341 66% 40% 48% Median 308 70 38 33 9 Source: Citi M&A, Deal Point Data, Deal Intelligence, Company Filings. Premiums Paid in Selected Squeeze Out Transactions Deal Value Acquiror Unaffected Premium to / Annc. Date Target Acquiror ($ mm) Voting % Offer Price 1 Day 1 Month 2016 12/19/2016 Calamos Asset Management, Inc. Management Buyout $159 97% $8.25 12% 19% 06/03/2016 Talen Energy Corporation Riverstone Holdings LLC 1,170 35 14.00 56 120 03/09/2016 Crown Media Holdings, Inc. Hallmark Cards, Incorporated 176 90 5.05 2 15 03/07/2016 National Interstate Corporation American Financial Group, Inc. 311 51 32.50 44 39 02/29/2016 Federal-Mogul Holdings Corporation Icahn Enterprises L.P. 304 82 9.25 86 98 01/19/2016 Rouse Properties, Inc. Brookfield Asset Management Inc. 705 34 18.25 35 29 2015 06/18/2015 SL Industries, Inc. Handy & Harman Ltd. $119 25% $40.00 38% 22% 2012 11/08/2012 Danfoss Power Danfoss A/S $690 76% $58.50 49% 49% 09/26/2012 American Greetings Corporation Management Buyout 642 43 19.00 32 33 02/24/2012 Kenneth Cole Productions Kenneth Cole 147 89 15.25 17 26 01/16/2012 Venoco Inc. Timothy M. Marquez 400 50 12.50 63 69 2011 10/03/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 07/12/2011 XO Holdings ACF Industries 96 92 1.40 84 103 04/21/2011 CNA Surety CNA Financial 475 61 26.55 38 49 02/22/2011 Caraco Pharmaceutical Labs Sun Pharmaceutical ind. 51 76 5.25 16 16 01/09/2011 Playboy Hugh Hefner 137 70 6.15 51 54 2010 11/15/2010 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 03/21/2010 CNX Gas CONSOL Energy 965 83 38.25 46 43 2009 11/03/2009 Landry's Restaurants Tilman Fertìtta $157 57% $24.00 11% 16% 09/08/2009 Odyssey Re Holdings Fairfax Financial Holdings 1,098 73 65.00 30 40 07/13/2009 iBasis KPN NV 93 56 3.00 33 32 04/20/2009 The Pepsi Bottling Group, Inc. PepsiCo, Inc. 5,202 39 36.50 45 87 04/20/2009 PepsiAmericas, Inc. PepsiCo, Inc. 2,028 43 28.50 43 79 03/25/2009 Hearst-Argyle Television Hearst Corp. 77 76 4.50 115 150 03/22/2009 Cox Radio Cox Enterprises 82 96 4.80 45 (6) 2008 07/21/2008 Genentech, Inc. Roche Holding Ltd $44,052 56% $95.00 16% 28% 03/10/2008 Nationwide Financial Services Nationwide Mutual Insurance 2,440 95 52.25 38 28 Average $2,341 66% 40% 48% Median 308 70 38 33 9 Source: Citi M&A, Deal Point Data, Deal Intelligence, Company Filings.
Preliminary Draft Subject to Review Key Management Name Position Biography · Mr. Johnson was appointed as the Company’s chairman in October 2012 · From November 2010 to October 2012, Mr. Johnson served as the chairman of the board of RLJ Acquisition, Inc., a special purpose acquisition company that created the Company Robert L. Chairman of · Mr. Johnson founded The RLJ Companies, an innovative business network that owns or holds interests in Johnson the Board a diverse portfolio of companies and has served as its chairman since February 2003 · Prior to forming The RLJ Companies, Mr. Johnson was founder and chief executive officer of Black Entertainment Television (or BET), which was acquired by Viacom Inc. in 2001 · Mr. Johnson continued to serve as chief executive officer of BET until February 2006 · Mr. Penella was appointed as the Company’s Chief Executive Officer on January 18, 2013 · From October 2012 until January 18, 2013, Mr. Penella served as Chief Operating Officer · From April 2007 to October 2012, Mr. Penella served as Chief Executive Officer of Acorn Media Group, Inc., which was acquired by the Company in October 2012 Chief Miguel Executive · At Acorn Media Group, Mr. Penella oversaw operations and was the driving force behind the worldwide Penella Officer expansion of both the Acorn and Acacia brands, including the acquisition of 64% of Agatha Christie Limited and the launch of Acorn TV, the Company’s first proprietary subscription VOD channel · Mr. Penella came to Acorn from Time-Life where he rose in the ranks from circulation director of the catalog department to director of catalogs for the music division and then to vice president of customer marketing in 2001 · Mr. Rostom was appointed as the Company’s Chief Financial Officer on May 18, 2016 · From January 2014 to May 2016, Mr. Rostom served in senior and executive positions with GetWellNetwork, Inc. (“GWN”), a healthcare solutions provider Chief Nazir · During his tenure, Mr. Rostom led various strategic financing, M&A activities, and financial planning and Financial Rostom analysis at GWN Officer · Prior to GWN, he was Director of Finance and Assistant Treasurer for GTT Communications, Inc., from September 2011 to January 2014 · Mr. Rostom began his career in investment banking at PriceWaterhouseCoopers Source: Company website. 10 Preliminary Draft Subject to Review Key Management Name Position Biography · Mr. Johnson was appointed as the Company’s chairman in October 2012 · From November 2010 to October 2012, Mr. Johnson served as the chairman of the board of RLJ Acquisition, Inc., a special purpose acquisition company that created the Company Robert L. Chairman of · Mr. Johnson founded The RLJ Companies, an innovative business network that owns or holds interests in Johnson the Board a diverse portfolio of companies and has served as its chairman since February 2003 · Prior to forming The RLJ Companies, Mr. Johnson was founder and chief executive officer of Black Entertainment Television (or BET), which was acquired by Viacom Inc. in 2001 · Mr. Johnson continued to serve as chief executive officer of BET until February 2006 · Mr. Penella was appointed as the Company’s Chief Executive Officer on January 18, 2013 · From October 2012 until January 18, 2013, Mr. Penella served as Chief Operating Officer · From April 2007 to October 2012, Mr. Penella served as Chief Executive Officer of Acorn Media Group, Inc., which was acquired by the Company in October 2012 Chief Miguel Executive · At Acorn Media Group, Mr. Penella oversaw operations and was the driving force behind the worldwide Penella Officer expansion of both the Acorn and Acacia brands, including the acquisition of 64% of Agatha Christie Limited and the launch of Acorn TV, the Company’s first proprietary subscription VOD channel · Mr. Penella came to Acorn from Time-Life where he rose in the ranks from circulation director of the catalog department to director of catalogs for the music division and then to vice president of customer marketing in 2001 · Mr. Rostom was appointed as the Company’s Chief Financial Officer on May 18, 2016 · From January 2014 to May 2016, Mr. Rostom served in senior and executive positions with GetWellNetwork, Inc. (“GWN”), a healthcare solutions provider Chief Nazir · During his tenure, Mr. Rostom led various strategic financing, M&A activities, and financial planning and Financial Rostom analysis at GWN Officer · Prior to GWN, he was Director of Finance and Assistant Treasurer for GTT Communications, Inc., from September 2011 to January 2014 · Mr. Rostom began his career in investment banking at PriceWaterhouseCoopers Source: Company website. 10
Preliminary Draft Subject to Review Board of Directors Name Position Biography · Chairman of the Board, previously Chairman of the Board of RLJ Acquisition, Inc. Chairman of the Robert L. Johnson Board · Founder and previous CEO of Black Entertainment Television (or BET) Chief Executive · CEO, and previously CEO of Acorn Media Group, Inc., which was acquired by the Miguel Penella Officer Company in October 2012 · Mr. Hsu manages the treasury operations of AMC Networks Inc. as its Executive John Hsu Director Vice President – Treasurer & Financial Strategy Dayton Judd * Director· Mr. Judd is the Founder and Managing Partner of Sudbury Capital Management · Mr. Laszlo joined Sun Trust Robinson Humphrey in January 2014 where he serves Andy Laszlo * Director as Managing Director and Head of Technology, Media & Communications Equity Origination · Ms. Manos joined AMC Networks Inc. in 2002 and is responsible for overseeing Arlene Manos Director the advertising sales efforts for its national cable television networks AMC, IFC, SundanceTV, WE tv, and BBC AMERICA · Mr. Royster is an entrepreneur, and has co-founded two companies, in the Scott Royster * Director education sector – Latimer Education, Inc. and Maarifa Edu Holdings Limited · Mr. Sinclair served as president, CEO, and general counsel of the RLJ Companies H. Van Sinclair Director since 2003, and also served as VP of Legal and Business Affairs for RLJ Urban Lodging Funds and RLJ Development from January 2006 to May 2011 John Ziegelman * Director· Mr. Ziegelman is a portfolio manager for Wolverine Asset Management, LLC * Independent Director AMCX Designated Director Sudbury Capital Director Wolverine Asset Mgmt Director Source: Company website. 11 Preliminary Draft Subject to Review Board of Directors Name Position Biography · Chairman of the Board, previously Chairman of the Board of RLJ Acquisition, Inc. Chairman of the Robert L. Johnson Board · Founder and previous CEO of Black Entertainment Television (or BET) Chief Executive · CEO, and previously CEO of Acorn Media Group, Inc., which was acquired by the Miguel Penella Officer Company in October 2012 · Mr. Hsu manages the treasury operations of AMC Networks Inc. as its Executive John Hsu Director Vice President – Treasurer & Financial Strategy Dayton Judd * Director· Mr. Judd is the Founder and Managing Partner of Sudbury Capital Management · Mr. Laszlo joined Sun Trust Robinson Humphrey in January 2014 where he serves Andy Laszlo * Director as Managing Director and Head of Technology, Media & Communications Equity Origination · Ms. Manos joined AMC Networks Inc. in 2002 and is responsible for overseeing Arlene Manos Director the advertising sales efforts for its national cable television networks AMC, IFC, SundanceTV, WE tv, and BBC AMERICA · Mr. Royster is an entrepreneur, and has co-founded two companies, in the Scott Royster * Director education sector – Latimer Education, Inc. and Maarifa Edu Holdings Limited · Mr. Sinclair served as president, CEO, and general counsel of the RLJ Companies H. Van Sinclair Director since 2003, and also served as VP of Legal and Business Affairs for RLJ Urban Lodging Funds and RLJ Development from January 2006 to May 2011 John Ziegelman * Director· Mr. Ziegelman is a portfolio manager for Wolverine Asset Management, LLC * Independent Director AMCX Designated Director Sudbury Capital Director Wolverine Asset Mgmt Director Source: Company website. 11
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Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.
Exhibit (c)(v) Citi Corporate & Investment Banking | Global Media & Communications Group October 2017 Draft For Discussion Purposes Discussion Materials Strictly Private and Confidential Exhibit (c)(v) Citi Corporate & Investment Banking | Global Media & Communications Group October 2017 Draft For Discussion Purposes Discussion Materials Strictly Private and Confidential
Draft For RLJE Price Performance Discussion Purposes Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trading day Financial Announced Completes Receives Announces Announces debt Announced GAMCO files RLJE reports RLJE reports following acquisition obligation and debt capital delisting 1:3 reverse transaction with higher than 13D and Q1 2017 Q2 2017 of Image credit facility refinancing restructuring warning letter stock split AMCX, stock rises expected announces Results Results Entertainment and agreement through sale from NASDAQ 14%, but subsequently Q4’16 ending ~5% stake, Acorn Media by modified of warrants for trading trades back down in SVOD stock RLJ SPAC and preferred below $1 the following days subscribers increases 9% $30.00 $25.00 LTM Stock Price Performance Jan 17, 2017 Feb 6, 2017 May 11, 2017 Aug 10, 2017 $20.00 150% 120% Trading Statistics 90% 88.2% $15.00 (1) Beta 0.55 60% S&P 500 Short Interest 0.9% 30% 19.2% Avg. Abs. Daily Price 0% 3.8% $10.00 Change (30%) Oct-16 Jan-17 Apr-17 Jul-17 Oct-17 LTM Average Daily 2.4% Volume / Public Float $5.00 $3.35 $0.00 Oct-12 Feb-13 Jun-13 Oct-13 Feb-14 Jun-14 Oct-14 Feb-15 Jun-15 Oct-15 Feb-16 Jun-16 Oct-16 Feb-17 Jun-17 Oct-17 Source: Company filings, Factset, Bloomberg. Note: Market data as of 10/23/2017. 1 Draft For RLJE Price Performance Discussion Purposes Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trading day Financial Announced Completes Receives Announces Announces debt Announced GAMCO files RLJE reports RLJE reports following acquisition obligation and debt capital delisting 1:3 reverse transaction with higher than 13D and Q1 2017 Q2 2017 of Image credit facility refinancing restructuring warning letter stock split AMCX, stock rises expected announces Results Results Entertainment and agreement through sale from NASDAQ 14%, but subsequently Q4’16 ending ~5% stake, Acorn Media by modified of warrants for trading trades back down in SVOD stock RLJ SPAC and preferred below $1 the following days subscribers increases 9% $30.00 $25.00 LTM Stock Price Performance Jan 17, 2017 Feb 6, 2017 May 11, 2017 Aug 10, 2017 $20.00 150% 120% Trading Statistics 90% 88.2% $15.00 (1) Beta 0.55 60% S&P 500 Short Interest 0.9% 30% 19.2% Avg. Abs. Daily Price 0% 3.8% $10.00 Change (30%) Oct-16 Jan-17 Apr-17 Jul-17 Oct-17 LTM Average Daily 2.4% Volume / Public Float $5.00 $3.35 $0.00 Oct-12 Feb-13 Jun-13 Oct-13 Feb-14 Jun-14 Oct-14 Feb-15 Jun-15 Oct-15 Feb-16 Jun-16 Oct-16 Feb-17 Jun-17 Oct-17 Source: Company filings, Factset, Bloomberg. Note: Market data as of 10/23/2017. 1
Draft For RLJE Summary Financials Discussion Purposes Revenue Capex & Content Spend ($ in mm) ($ in mm) $165 $51 $138 $46 $41 $125 $1 $44 $41 $41 $2 $33 $8 $99 $2 $28 $35 $2 $2 $9 $3 $80 $79 $3 $4 $8 $8 $1 $16 $22 $115 $50 $91 $88 $86 $45 $42 $64 $39 $39 $57 $34 2013 2014 2015 PF 2015 2016 Q2 '17 LTM Distribution SVOD Platform 2013 2014 2015 PF 2015 2016 Q2 '17 LTM IP Licensing Other Direct To Consumer (Discontinued) Capex Cash Content Spend Total Subscribers (in 000s) % of Revenue 31% 34% 33% 41% 44% 55% 57 118 195 200 450 550 EBITDA Levered FCF ($ in mm) $17 ($ in mm) $2 $14 $13 $10 $7 $1 $2 $4 $5 $3 $10 $6 $5 $7 $1 $9 $9 $8 $1 $5 $5 $4 ($1) ($0) ($1) ($3) ($3) ($3) 2013 2014 2015 PF 2015 2016 Q2 '17 LTM Distribution SVOD Platform ($8) ($7) IP Licensing Other Direct To Consumer (Discontinued) ($11) Growth (%) 49% (30%) (21%) NA 74% 33% 2013 2014 2015 PF 2015 2016 Q2 '17 LTM % Margin 8% 7% 6% 5% 16% 22% Source: Company Financials. 2 Draft For RLJE Summary Financials Discussion Purposes Revenue Capex & Content Spend ($ in mm) ($ in mm) $165 $51 $138 $46 $41 $125 $1 $44 $41 $41 $2 $33 $8 $99 $2 $28 $35 $2 $2 $9 $3 $80 $79 $3 $4 $8 $8 $1 $16 $22 $115 $50 $91 $88 $86 $45 $42 $64 $39 $39 $57 $34 2013 2014 2015 PF 2015 2016 Q2 '17 LTM Distribution SVOD Platform 2013 2014 2015 PF 2015 2016 Q2 '17 LTM IP Licensing Other Direct To Consumer (Discontinued) Capex Cash Content Spend Total Subscribers (in 000s) % of Revenue 31% 34% 33% 41% 44% 55% 57 118 195 200 450 550 EBITDA Levered FCF ($ in mm) $17 ($ in mm) $2 $14 $13 $10 $7 $1 $2 $4 $5 $3 $10 $6 $5 $7 $1 $9 $9 $8 $1 $5 $5 $4 ($1) ($0) ($1) ($3) ($3) ($3) 2013 2014 2015 PF 2015 2016 Q2 '17 LTM Distribution SVOD Platform ($8) ($7) IP Licensing Other Direct To Consumer (Discontinued) ($11) Growth (%) 49% (30%) (21%) NA 74% 33% 2013 2014 2015 PF 2015 2016 Q2 '17 LTM % Margin 8% 7% 6% 5% 16% 22% Source: Company Financials. 2
Draft For RLJE Cost Basis Analysis Discussion Purposes Volume Weighted Average Price Cost Basis by Key Shareholder (000s of shares) 12 months Number of Shares Fully Diluted Cost Common Preferred Warrants Date of Investment VWAP: $2.39 Ownership Basis Holder 2,839 2,706 1,588 Made initial investment in AMCX 2.7 -- 18.3 56.2% $3.00 October 2016 540 310 222 9 months Bob Johnson 6.8 -- 1.5 22.2 30.00 October 2012 VWAP: $2.75 2,706 1,588 Main shareholder in Image Entertainment, which was JH Investments 0.7 3.3 0.7 3.8 30.00 540 acquired by RLJ SPAC in 310 175 222 October 2012 6 months Invested in the 2015 Private Wolverine -- 1.7 0.4 1.1 1.05 Placement of VWAP: $3.12 convertible preferred 1,455 540 310 Sudbury 0.1 1.0 0.2 3.3 3.00 October 2016 222 0 0 3 months VWAP: $3.58 Dayton Judd 0.1 -- -- 0.1 3.00 October 2016 348 289 98 222 0 0 Accumulated position in GAMCO 0.5 -- -- 1.3 2.50 market during 1H 2017 Note: Market data as of 10/23/2017. 3 Draft For RLJE Cost Basis Analysis Discussion Purposes Volume Weighted Average Price Cost Basis by Key Shareholder (000s of shares) 12 months Number of Shares Fully Diluted Cost Common Preferred Warrants Date of Investment VWAP: $2.39 Ownership Basis Holder 2,839 2,706 1,588 Made initial investment in AMCX 2.7 -- 18.3 56.2% $3.00 October 2016 540 310 222 9 months Bob Johnson 6.8 -- 1.5 22.2 30.00 October 2012 VWAP: $2.75 2,706 1,588 Main shareholder in Image Entertainment, which was JH Investments 0.7 3.3 0.7 3.8 30.00 540 acquired by RLJ SPAC in 310 175 222 October 2012 6 months Invested in the 2015 Private Wolverine -- 1.7 0.4 1.1 1.05 Placement of VWAP: $3.12 convertible preferred 1,455 540 310 Sudbury 0.1 1.0 0.2 3.3 3.00 October 2016 222 0 0 3 months VWAP: $3.58 Dayton Judd 0.1 -- -- 0.1 3.00 October 2016 348 289 98 222 0 0 Accumulated position in GAMCO 0.5 -- -- 1.3 2.50 market during 1H 2017 Note: Market data as of 10/23/2017. 3
Draft Draft For For RLJE Analysis at Various Prices Dis Disc cuss ussion ion P Purpose urposes s ($ in mm) Current 12% 19% 27% Implied Share Price $3.35 $3.75 $4.00 $4.25 Basic Shares 13.6 14.0 14.0 14.0 (1) (1) (1) (+) Net Warrants & RSUs 2.2 20.5 20.7 20.8 TSM Shares 15.8 34.5 34.7 34.8 Price % Premium to Current $3.35 -- 12% 19% 27% % Premium / (Discount) to 52 Week High 4.46 (25) (16) (10) (5) % Premium to 52 Week Low 1.34 150 180 199 217 % Premium / (Discount) to VWAP 30-Day $3.51 (4%) 7% 14% 21% 90-Day 3.58 (7) 5 12 19 1-Year 2.39 40 57 67 78 Common Equity Value $53 $129 $139 $148 (2) (+) Preferred Equity 20 25 26 28 (+) CoC Premium on Preferred -- 6 7 7 (1) (1) (1) (+) Net Debt 66 11 11 11 (-) Unconsolidated Agatha Christie Investment @ Book (18) (18) (18) (18) Firm Value $121 $154 $165 $176 TRUE TRUE TRUE Market Multiples Metric FV / EBITDA Adj. LTM $17.9 6.8x 8.6x 9.2x 9.9x Source: FactSet,Company Financials. Note: Market data as of 10/23/2017. Preferred Equity shown at market value. (1) Assumes exercise of AMC warrants. (2) RJ converted preferred shares at $3.00. 4 Draft Draft For For RLJE Analysis at Various Prices Dis Disc cuss ussion ion P Purpose urposes s ($ in mm) Current 12% 19% 27% Implied Share Price $3.35 $3.75 $4.00 $4.25 Basic Shares 13.6 14.0 14.0 14.0 (1) (1) (1) (+) Net Warrants & RSUs 2.2 20.5 20.7 20.8 TSM Shares 15.8 34.5 34.7 34.8 Price % Premium to Current $3.35 -- 12% 19% 27% % Premium / (Discount) to 52 Week High 4.46 (25) (16) (10) (5) % Premium to 52 Week Low 1.34 150 180 199 217 % Premium / (Discount) to VWAP 30-Day $3.51 (4%) 7% 14% 21% 90-Day 3.58 (7) 5 12 19 1-Year 2.39 40 57 67 78 Common Equity Value $53 $129 $139 $148 (2) (+) Preferred Equity 20 25 26 28 (+) CoC Premium on Preferred -- 6 7 7 (1) (1) (1) (+) Net Debt 66 11 11 11 (-) Unconsolidated Agatha Christie Investment @ Book (18) (18) (18) (18) Firm Value $121 $154 $165 $176 TRUE TRUE TRUE Market Multiples Metric FV / EBITDA Adj. LTM $17.9 6.8x 8.6x 9.2x 9.9x Source: FactSet,Company Financials. Note: Market data as of 10/23/2017. Preferred Equity shown at market value. (1) Assumes exercise of AMC warrants. (2) RJ converted preferred shares at $3.00. 4
Draft For RLJE Ownership at Various Prices Discussion Purposes (1)(2) (1) Fully Diluted Ownership Proceeds by Major Shareholder ($ in mm, except for per share data) (Shares and US$ in millions) RLJE currently R LJE Offer P rice trading at $3.35 $ 3.35 $ 3.75 $ 4.00 $ 4.25 B y C lass Number of Shares Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Common Preferred Warrants Options Fully Diluted AM CX 2.7 18.3 21.0 21.0 $70.4 56.2% 21.0 $78.8 56.2% 21.0 $84.0 56.2% 21.0 $89.3 56.2% Preferred 6.6 6.6 -- -- -- -- -- -- -- -- -- -- -- -- 2015 Warrants $1.50 1.5 1.5 1.5 2.7 3.9% 1.5 3.3 3.9% 1.5 3.6 3.9% 1.5 4.0 3.9% 2.37 0.2 0.2 0.2 0.1 0.4 0.2 0.2 0.4 0.2 0.2 0.4 0.2 0.3 0.4 3.00 1.5 1.5 1.5 0.5 4.0 1.5 1.1 4.0 1.5 1.5 4.0 1.5 1.9 4.0 Options Granted in 2017 $2.66 0.7 0.7 0.7 0.5 1.9 0.7 0.8 1.9 0.7 0.9 1.9 0.7 1.1 1.9 3.00 0.7 0.7 0.7 0.2 1.9 0.7 0.5 1.9 0.7 0.7 1.9 0.7 0.9 1.9 (3) Public 11.9 11.9 11.9 39.8 31.8 11.9 44.5 31.8 11.9 47.5 31.8 11.9 50.4 31.8 Fully Diluted Total 14.6 6.6 21.4 1.4 44.0 37.4 $114.2 100.0% 37.4 $129.2 100.0% 37.4 $138.5 100.0% 37.4 $147.9 100.0% B y H o lder Number of Shares Common Preferred Warrants Options Fully Diluted AM CX 2.7 -- 18.3 -- 21.0 21.0 $70.4 56.2% 21.0 $78.8 56.2% 21.0 $84.0 56.2% 21.0 $89.3 56.2% Bob Johnson 6.8 -- 1.5 -- 8.3 8.3 23.3 22.2 8.3 26.6 22.2 8.3 28.7 22.2 8.3 30.7 22.2 JH Investments 0.7 3.3 0.7 -- 4.7 1.4 3.7 3.8 1.4 4.2 3.8 1.4 4.6 3.8 1.4 4.9 3.8 Wolverine -- 1.7 0.4 -- 2.1 0.4 0.7 1.1 0.4 0.9 1.1 0.4 1.0 1.1 0.4 1.1 1.1 Sudbury 0.1 1.0 0.2 -- 1.2 0.3 0.7 0.8 0.3 0.8 0.8 0.3 0.9 0.8 0.3 1.0 0.8 Dayton Judd 0.1 -- -- -- 0.1 0.1 0.2 0.1 0.1 0.2 0.1 0.1 0.2 0.1 0.1 0.2 0.1 Peter Edwards 0.2 0.2 0.1 0.5 0.3 0.8 0.7 0.3 0.9 0.7 0.3 0.9 0.7 0.3 1.0 0.7 M orris Goldfarb 0.1 0.4 0.1 -- 0.6 0.2 0.3 0.4 0.2 0.4 0.4 0.2 0.4 0.4 0.2 0.5 0.4 GAM CO 0.5 -- -- -- 0.5 0.5 1.7 1.3 0.5 1.9 1.3 0.5 2.0 1.3 0.5 2.1 1.3 M iguel Penella 0.5 -- -- 1.4 1.9 1.9 2.5 5.2 1.9 3.3 5.2 1.9 3.8 5.2 1.9 4.2 5.2 (3) Public 2.9 0.02 0.1 -- 3.1 3.1 10.1 8.2 3.1 11.3 8.2 3.1 12.0 8.2 3.1 12.8 8.2 Fully Diluted Total 14.6 6.6 21.4 1.4 44.0 37.4 $114.2 100.0% 37.4 $129.2 100.0% 37.4 $138.5 100.0% 37.4 $147.9 100.0% Source: Company Filings. Parties to Stockholders Agreement (1) Excludes 2012 Warrants. Face value of preferred includes accrued dividends. (2) Proceeds shown are net of the strike price paid for the exercise of options and warrants. 5 (3) Includes Restricted Service Shares and Restricted Performance Shares. Draft For RLJE Ownership at Various Prices Discussion Purposes (1)(2) (1) Fully Diluted Ownership Proceeds by Major Shareholder ($ in mm, except for per share data) (Shares and US$ in millions) RLJE currently R LJE Offer P rice trading at $3.35 $ 3.35 $ 3.75 $ 4.00 $ 4.25 B y C lass Number of Shares Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Common Preferred Warrants Options Fully Diluted AM CX 2.7 18.3 21.0 21.0 $70.4 56.2% 21.0 $78.8 56.2% 21.0 $84.0 56.2% 21.0 $89.3 56.2% Preferred 6.6 6.6 -- -- -- -- -- -- -- -- -- -- -- -- 2015 Warrants $1.50 1.5 1.5 1.5 2.7 3.9% 1.5 3.3 3.9% 1.5 3.6 3.9% 1.5 4.0 3.9% 2.37 0.2 0.2 0.2 0.1 0.4 0.2 0.2 0.4 0.2 0.2 0.4 0.2 0.3 0.4 3.00 1.5 1.5 1.5 0.5 4.0 1.5 1.1 4.0 1.5 1.5 4.0 1.5 1.9 4.0 Options Granted in 2017 $2.66 0.7 0.7 0.7 0.5 1.9 0.7 0.8 1.9 0.7 0.9 1.9 0.7 1.1 1.9 3.00 0.7 0.7 0.7 0.2 1.9 0.7 0.5 1.9 0.7 0.7 1.9 0.7 0.9 1.9 (3) Public 11.9 11.9 11.9 39.8 31.8 11.9 44.5 31.8 11.9 47.5 31.8 11.9 50.4 31.8 Fully Diluted Total 14.6 6.6 21.4 1.4 44.0 37.4 $114.2 100.0% 37.4 $129.2 100.0% 37.4 $138.5 100.0% 37.4 $147.9 100.0% B y H o lder Number of Shares Common Preferred Warrants Options Fully Diluted AM CX 2.7 -- 18.3 -- 21.0 21.0 $70.4 56.2% 21.0 $78.8 56.2% 21.0 $84.0 56.2% 21.0 $89.3 56.2% Bob Johnson 6.8 -- 1.5 -- 8.3 8.3 23.3 22.2 8.3 26.6 22.2 8.3 28.7 22.2 8.3 30.7 22.2 JH Investments 0.7 3.3 0.7 -- 4.7 1.4 3.7 3.8 1.4 4.2 3.8 1.4 4.6 3.8 1.4 4.9 3.8 Wolverine -- 1.7 0.4 -- 2.1 0.4 0.7 1.1 0.4 0.9 1.1 0.4 1.0 1.1 0.4 1.1 1.1 Sudbury 0.1 1.0 0.2 -- 1.2 0.3 0.7 0.8 0.3 0.8 0.8 0.3 0.9 0.8 0.3 1.0 0.8 Dayton Judd 0.1 -- -- -- 0.1 0.1 0.2 0.1 0.1 0.2 0.1 0.1 0.2 0.1 0.1 0.2 0.1 Peter Edwards 0.2 0.2 0.1 0.5 0.3 0.8 0.7 0.3 0.9 0.7 0.3 0.9 0.7 0.3 1.0 0.7 M orris Goldfarb 0.1 0.4 0.1 -- 0.6 0.2 0.3 0.4 0.2 0.4 0.4 0.2 0.4 0.4 0.2 0.5 0.4 GAM CO 0.5 -- -- -- 0.5 0.5 1.7 1.3 0.5 1.9 1.3 0.5 2.0 1.3 0.5 2.1 1.3 M iguel Penella 0.5 -- -- 1.4 1.9 1.9 2.5 5.2 1.9 3.3 5.2 1.9 3.8 5.2 1.9 4.2 5.2 (3) Public 2.9 0.02 0.1 -- 3.1 3.1 10.1 8.2 3.1 11.3 8.2 3.1 12.0 8.2 3.1 12.8 8.2 Fully Diluted Total 14.6 6.6 21.4 1.4 44.0 37.4 $114.2 100.0% 37.4 $129.2 100.0% 37.4 $138.5 100.0% 37.4 $147.9 100.0% Source: Company Filings. Parties to Stockholders Agreement (1) Excludes 2012 Warrants. Face value of preferred includes accrued dividends. (2) Proceeds shown are net of the strike price paid for the exercise of options and warrants. 5 (3) Includes Restricted Service Shares and Restricted Performance Shares.
Draft For RLJE Shareholder Proceeds at Various Prices Discussion Purposes (1) (1) Proceeds by Major Shareholder Proceeds by Major Shareholder ($ in mm, except for per share data) (Shares and US$ in millions) · Common stock and warrants to be paid in cash – Proceeds to warrant holders equal to the offer price net of the exercise price · Preferred shareholders receive an equivalent per share offer price as common shareholders plus a 25% premium – Face value includes accrued dividends – Value based on shares issued at a $3.00 conversion price RLJE Offe r Pric e $ 3 .3 5 $ 3 .7 5 $ 4 .0 0 $ 4 .2 5 Proc e e ds ($ in mm) Number of Shares Proceeds Proceeds Proceeds Proceeds Warrant Price Common Preferred Warrants Options Common PreferredWarrantsOptions Total Common PreferredWarrantsOptions Total Common PreferredWarrantsOptions Total Common PreferredWarrants Warrants Total Bob Johnson 6.8 -- 1.5 -- $22.8 -- $0.5 -- $23.3 $25.5 -- $1.1 -- $26.6 $27.2 -- $1.5 -- $28.7 $28.9 -- $1.9 -- $30.7 JH Investments 0.7 3.3 0.7 -- 2.3 13.7 1.4 -- 17.3 2.5 15.3 1.7 -- 19.5 2.7 16.3 1.9 -- 20.9 2.9 17.3 2.1 -- 22.3 Wolverine -- 1.7 0.4 -- -- 7.3 0.7 -- 8.0 -- 8.2 0.9 -- 9.1 -- 8.7 1.0 -- 9.7 -- 9.3 1.1 -- 10.4 Sudbury 0.1 1.0 0.2 -- 0.3 4.0 0.4 -- 4.7 0.4 4.5 0.5 -- 5.3 0.4 4.8 0.5 -- 5.6 0.4 5.1 0.6 -- 6.0 Dayton Judd 0.1 -- -- -- 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 Peter Edwards 0.2 0.2 0.1 -- 0.7 0.9 0.0 -- 1.7 0.8 1.0 0.1 -- 1.9 0.9 1.1 0.1 -- 2.0 0.9 1.2 0.1 -- 2.2 Morris Goldfarb 0.1 0.4 0.1 -- 0.2 1.8 0.1 -- 2.1 0.2 2.0 0.1 -- 2.4 0.3 2.2 0.2 -- 2.6 0.3 2.3 0.2 -- 2.8 GAMCO 0.5 -- -- -- 1.7 -- -- -- 1.7 1.9 -- -- -- 1.9 2.0 -- -- -- 2.0 2.1 -- -- -- 2.1 Miguel Penella 0.5 -- -- 1.4 1.8 -- -- 0.7 2.5 2.0 -- -- 1.3 3.3 2.1 -- -- 1.6 3.8 2.3 -- -- 2.0 4.2 (2) 2.9 0.02 0.1 -- Other Common 9.9 0.1 0.2 -- 10.1 11.0 0.1 0.2 -- 11.4 11.8 0.1 0.3 -- 12.1 12.5 0.1 0.3 -- 12.9 Tota l 14 .6 6 .6 2 1.4 1.4 $40 $28 $3 $1 $72 $45 $31 $5 $1 $81 $47 $33 $5 $2 $88 $50 $35 $6 $2 $94 (% of Tota l Conside ra tion to Inve stor) Bob Johnson 82% -- 18% -- 98% -- 2% -- 33% 96% -- 4% -- 33% 95% -- 5% -- 33% 94% -- 6% -- 33% JH Investments 14 70 16 -- 13 79 8 -- 24 13 78 9 -- 24 13 78 9 -- 24 13 78 9 -- 24 Wolverine -- 81 19 -- -- 91 9 -- 11 -- 90 10 -- 11 -- 90 10 -- 11 -- 89 11 -- 11 Sudbury 8 76 16 -- 7 85 8 -- 7 7 85 9 -- 6 7 84 9 -- 6 7 84 9 -- 6 Morris Goldfarb 100 -- -- -- 100 -- -- -- 0 100 -- -- -- 0 100 -- -- -- 0 100 -- -- -- 0 Peter Edwards 44 45 10 -- 43 54 3 -- 2 42 54 4 -- 2 42 54 4 -- 2 42 54 4 -- 2 GAMCO 11 73 17 -- 10 86 5 -- 3 10 85 6 -- 3 10 84 6 -- 3 10 84 7 -- 3 Miguel Penella 100 -- -- -- 100 -- -- -- 2 100 -- -- -- 2 100 -- -- -- 2 100 -- -- -- 2 Edge Wealth Mgmt 100 -- -- 264 71 -- -- 29 3 61 -- -- 39 4 56 -- -- 44 4 53 -- -- 47 5 (2) 96 0 3 -- 97 1 2 -- 14 97 1 2 -- 14 97 1 2 -- 14 97 1 2 -- 14 Other Common $0 $0 $0 $0 Tota l 33% 15 % 49% 3% 56% 39% 5% 1% 10 0 % 55% 38% 6% 2% 10 0 % 54% 38% 6% 2% 10 0 % 54% 38% 7% 2% 10 0 % Source: Company Filings. (1) Excludes 2012 Warrants. Assumes preferred shares redeemed for 125% of offer price; face value of preferred includes accrued dividends. (2) Includes Restricted Service Shares and Restricted Performance Shares. 6 Draft For RLJE Shareholder Proceeds at Various Prices Discussion Purposes (1) (1) Proceeds by Major Shareholder Proceeds by Major Shareholder ($ in mm, except for per share data) (Shares and US$ in millions) · Common stock and warrants to be paid in cash – Proceeds to warrant holders equal to the offer price net of the exercise price · Preferred shareholders receive an equivalent per share offer price as common shareholders plus a 25% premium – Face value includes accrued dividends – Value based on shares issued at a $3.00 conversion price RLJE Offe r Pric e $ 3 .3 5 $ 3 .7 5 $ 4 .0 0 $ 4 .2 5 Proc e e ds ($ in mm) Number of Shares Proceeds Proceeds Proceeds Proceeds Warrant Price Common Preferred Warrants Options Common PreferredWarrantsOptions Total Common PreferredWarrantsOptions Total Common PreferredWarrantsOptions Total Common PreferredWarrants Warrants Total Bob Johnson 6.8 -- 1.5 -- $22.8 -- $0.5 -- $23.3 $25.5 -- $1.1 -- $26.6 $27.2 -- $1.5 -- $28.7 $28.9 -- $1.9 -- $30.7 JH Investments 0.7 3.3 0.7 -- 2.3 13.7 1.4 -- 17.3 2.5 15.3 1.7 -- 19.5 2.7 16.3 1.9 -- 20.9 2.9 17.3 2.1 -- 22.3 Wolverine -- 1.7 0.4 -- -- 7.3 0.7 -- 8.0 -- 8.2 0.9 -- 9.1 -- 8.7 1.0 -- 9.7 -- 9.3 1.1 -- 10.4 Sudbury 0.1 1.0 0.2 -- 0.3 4.0 0.4 -- 4.7 0.4 4.5 0.5 -- 5.3 0.4 4.8 0.5 -- 5.6 0.4 5.1 0.6 -- 6.0 Dayton Judd 0.1 -- -- -- 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 0.2 -- -- -- 0.2 Peter Edwards 0.2 0.2 0.1 -- 0.7 0.9 0.0 -- 1.7 0.8 1.0 0.1 -- 1.9 0.9 1.1 0.1 -- 2.0 0.9 1.2 0.1 -- 2.2 Morris Goldfarb 0.1 0.4 0.1 -- 0.2 1.8 0.1 -- 2.1 0.2 2.0 0.1 -- 2.4 0.3 2.2 0.2 -- 2.6 0.3 2.3 0.2 -- 2.8 GAMCO 0.5 -- -- -- 1.7 -- -- -- 1.7 1.9 -- -- -- 1.9 2.0 -- -- -- 2.0 2.1 -- -- -- 2.1 Miguel Penella 0.5 -- -- 1.4 1.8 -- -- 0.7 2.5 2.0 -- -- 1.3 3.3 2.1 -- -- 1.6 3.8 2.3 -- -- 2.0 4.2 (2) 2.9 0.02 0.1 -- Other Common 9.9 0.1 0.2 -- 10.1 11.0 0.1 0.2 -- 11.4 11.8 0.1 0.3 -- 12.1 12.5 0.1 0.3 -- 12.9 Tota l 14 .6 6 .6 2 1.4 1.4 $40 $28 $3 $1 $72 $45 $31 $5 $1 $81 $47 $33 $5 $2 $88 $50 $35 $6 $2 $94 (% of Tota l Conside ra tion to Inve stor) Bob Johnson 82% -- 18% -- 98% -- 2% -- 33% 96% -- 4% -- 33% 95% -- 5% -- 33% 94% -- 6% -- 33% JH Investments 14 70 16 -- 13 79 8 -- 24 13 78 9 -- 24 13 78 9 -- 24 13 78 9 -- 24 Wolverine -- 81 19 -- -- 91 9 -- 11 -- 90 10 -- 11 -- 90 10 -- 11 -- 89 11 -- 11 Sudbury 8 76 16 -- 7 85 8 -- 7 7 85 9 -- 6 7 84 9 -- 6 7 84 9 -- 6 Morris Goldfarb 100 -- -- -- 100 -- -- -- 0 100 -- -- -- 0 100 -- -- -- 0 100 -- -- -- 0 Peter Edwards 44 45 10 -- 43 54 3 -- 2 42 54 4 -- 2 42 54 4 -- 2 42 54 4 -- 2 GAMCO 11 73 17 -- 10 86 5 -- 3 10 85 6 -- 3 10 84 6 -- 3 10 84 7 -- 3 Miguel Penella 100 -- -- -- 100 -- -- -- 2 100 -- -- -- 2 100 -- -- -- 2 100 -- -- -- 2 Edge Wealth Mgmt 100 -- -- 264 71 -- -- 29 3 61 -- -- 39 4 56 -- -- 44 4 53 -- -- 47 5 (2) 96 0 3 -- 97 1 2 -- 14 97 1 2 -- 14 97 1 2 -- 14 97 1 2 -- 14 Other Common $0 $0 $0 $0 Tota l 33% 15 % 49% 3% 56% 39% 5% 1% 10 0 % 55% 38% 6% 2% 10 0 % 54% 38% 6% 2% 10 0 % 54% 38% 7% 2% 10 0 % Source: Company Filings. (1) Excludes 2012 Warrants. Assumes preferred shares redeemed for 125% of offer price; face value of preferred includes accrued dividends. (2) Includes Restricted Service Shares and Restricted Performance Shares. 6
Draft Draft For For RJ Pro Forma Ownership Calculation Dis Disc cuss ussion ion P Purpose urposes s RLJE Firm Value Calculation Pro Forma RLJE Firm Value to Equity Bridge (Based on $4.00 offer price) · RJ’s pro forma equity ownership % will need to be Offer Price $4.00 calculated based on the pro forma capital structure Basic Shares 14.0 (+) Net Warrants & RSUs 20.7 TSM Shares 34.7 % Premium to Current 19% % Premium / (Discount) to 52 Week High (10) % Premium to 52 Week Low 199 % Premium / (Discount) to VWAP 30-Day 14% 90-Day 12 1-Year 67 Firm Value $165 Common Equity Value $139 (-) Preferred Equity -- (+) Preferred Equity 26 (-) CoC Premium on Preferred -- (+) CoC Premium on Preferred 7 (+) Cash 12 (-) Cash (12) (-) Debt (23) (+) Debt 23 (+) Unconsolidated Agatha Christie Investment @ Book 18 (-) Unconsolidated Agatha Christie Investment @ Book (18) Adjusted Equity Value $172 Firm Value $165 RJ Equity Stake $28.7 PF Ownership RJ 16.7% AMC 83.3 7 Draft Draft For For RJ Pro Forma Ownership Calculation Dis Disc cuss ussion ion P Purpose urposes s RLJE Firm Value Calculation Pro Forma RLJE Firm Value to Equity Bridge (Based on $4.00 offer price) · RJ’s pro forma equity ownership % will need to be Offer Price $4.00 calculated based on the pro forma capital structure Basic Shares 14.0 (+) Net Warrants & RSUs 20.7 TSM Shares 34.7 % Premium to Current 19% % Premium / (Discount) to 52 Week High (10) % Premium to 52 Week Low 199 % Premium / (Discount) to VWAP 30-Day 14% 90-Day 12 1-Year 67 Firm Value $165 Common Equity Value $139 (-) Preferred Equity -- (+) Preferred Equity 26 (-) CoC Premium on Preferred -- (+) CoC Premium on Preferred 7 (+) Cash 12 (-) Cash (12) (-) Debt (23) (+) Debt 23 (+) Unconsolidated Agatha Christie Investment @ Book 18 (-) Unconsolidated Agatha Christie Investment @ Book (18) Adjusted Equity Value $172 Firm Value $165 RJ Equity Stake $28.7 PF Ownership RJ 16.7% AMC 83.3 7
Draft For Pro Forma Impact on AMC Discussion Purposes 100% Cash 100% Stock Overview · RLJE acquired for $4.00 per share (19% premium) with preferred shares put at $33mm ($26mm fair value of preferred at offer price + 25% premium) Consideration Mix Common Equity Holders AMCX Stock Class A - 1 vote per share -- $26 Number of shares (thousands) -- 449 Class B - 10 votes per share -- -- Cash $26 -- RLJE stock (Paid to Robert Johnson) $29 $29 Preferred Equity Holders (1) Cash $33 $33 Total Consideration $88 $88 Total Cash Consideration $59 $33 AMCX Ownership Economic AMCX Public 81% 80% Dolan Family 19 19 AMCX Total 100% 99% RLJE Public Total -- 1% Voting AMC Public 31% 31% Dolan Family 69 68 AMCX Total 100% 100% RLJE Public Total -- 0.3% Leverage Total Debt / LTM EBITDA 3.1x 3.0x Net Debt / LTM EBITDA 2.7 2.7 (1) Holders of convertible preferred with conversion price of $3.00, redeemed at 125% of offer price; face value of preferred includes accrued dividends. 8 Draft For Pro Forma Impact on AMC Discussion Purposes 100% Cash 100% Stock Overview · RLJE acquired for $4.00 per share (19% premium) with preferred shares put at $33mm ($26mm fair value of preferred at offer price + 25% premium) Consideration Mix Common Equity Holders AMCX Stock Class A - 1 vote per share -- $26 Number of shares (thousands) -- 449 Class B - 10 votes per share -- -- Cash $26 -- RLJE stock (Paid to Robert Johnson) $29 $29 Preferred Equity Holders (1) Cash $33 $33 Total Consideration $88 $88 Total Cash Consideration $59 $33 AMCX Ownership Economic AMCX Public 81% 80% Dolan Family 19 19 AMCX Total 100% 99% RLJE Public Total -- 1% Voting AMC Public 31% 31% Dolan Family 69 68 AMCX Total 100% 100% RLJE Public Total -- 0.3% Leverage Total Debt / LTM EBITDA 3.1x 3.0x Net Debt / LTM EBITDA 2.7 2.7 (1) Holders of convertible preferred with conversion price of $3.00, redeemed at 125% of offer price; face value of preferred includes accrued dividends. 8
Draft For RLJE Proposal Term Sheet Discussion Purposes · RLJE shareholders receive $4.00 per share in cash, a 19% premium to the current share price of $3.35 – Public receives $4.00 per share in cash Offer Price – RJ receives $4.00 per share in RLJE stock for a total of $28.7mm valued at the merger price (represents ~17% of RLJE) – Preferred shareholders receive an equivalent per share offer price as common shareholders plus a 25% premium (settled in cash; equivalent to $5.00 per share) · RLJE will become a privately held subsidiary of AMC networks · RJ will be the sole non-AMC investor in RLJE Corporate Structure · AMC consolidates RLJE for tax purposes · Public and RJ will not have representation on the AMC board · RJ will receive board representation on the RLJE board (AMC subsidiary) and certain Governance Rights minority protections · Exit rights could include the ability to convert RLJE shares into AMC shares at a fixed exchange ratio or an agreed valuation 9 Draft For RLJE Proposal Term Sheet Discussion Purposes · RLJE shareholders receive $4.00 per share in cash, a 19% premium to the current share price of $3.35 – Public receives $4.00 per share in cash Offer Price – RJ receives $4.00 per share in RLJE stock for a total of $28.7mm valued at the merger price (represents ~17% of RLJE) – Preferred shareholders receive an equivalent per share offer price as common shareholders plus a 25% premium (settled in cash; equivalent to $5.00 per share) · RLJE will become a privately held subsidiary of AMC networks · RJ will be the sole non-AMC investor in RLJE Corporate Structure · AMC consolidates RLJE for tax purposes · Public and RJ will not have representation on the AMC board · RJ will receive board representation on the RLJE board (AMC subsidiary) and certain Governance Rights minority protections · Exit rights could include the ability to convert RLJE shares into AMC shares at a fixed exchange ratio or an agreed valuation 9
Draft For Process Overview Discussion Purposes • Approach RJ with proposal to make RLJE a privately held subsidiary of AMC − RJ would retain his $28.7mm of stock (~17% stake in RLJE) − Receives certain minority shareholder protections • After agreeing to high-level terms with RJ (handshake agreement), submit an offer in writing to RLJE’s board to acquire the remaining publicly held shares − Concurrent with letter, AMC to update 13D − RLJE expected to issue press release upon receipt of offer letter; AMC may wish to as well • RLJE expected to form a special committee comprised of independent directors to negotiate with AMC • After completing negotiations with Special Committee, transaction will be put to a vote of all shareholders 10 Draft For Process Overview Discussion Purposes • Approach RJ with proposal to make RLJE a privately held subsidiary of AMC − RJ would retain his $28.7mm of stock (~17% stake in RLJE) − Receives certain minority shareholder protections • After agreeing to high-level terms with RJ (handshake agreement), submit an offer in writing to RLJE’s board to acquire the remaining publicly held shares − Concurrent with letter, AMC to update 13D − RLJE expected to issue press release upon receipt of offer letter; AMC may wish to as well • RLJE expected to form a special committee comprised of independent directors to negotiate with AMC • After completing negotiations with Special Committee, transaction will be put to a vote of all shareholders 10
Draft For Illustrative Process Timeline Discussion Purposes We We We We We We We We We We We ek ek ek ek ek ek ek ek ek ek ek November December January February March April May of of of of of of of of of of of Week Commencing 6 13 20 27 4 11 18 25 1 8 15 22 29 5 12 19 26 5 12 19 26 2 9 16 23 30 7 14 21 28 10/ 10/ 10/ 10/ 11/ 11/ 11/ 11/ 12/ 12/ 12/ 9 16 23 30 6 13 20 27 4 11 18 Deliver Offer Letter Prepare to the Board Minority Protections Term Sheet Receive RLJE DD 2 Weeks Materials Negotiate Shareholder Agreement with Robert Negotiations w ith 11 Weeks Johnson Special Committee Execute Robert Johnson’s Board Meetings / Shareholder Execute Merger Agreement Agreement Prepare Offer Issue Press Release Letter for and File 8-K on RLJE’s Board Announcement Date Negotiations with Special Prepare Committee Proxy Statement / 2 Weeks 13E-3 Board Meetings / Execute File 13E-3 and Merger Receive SEC 12 Weeks Agreement Comments Issue Press Defintive Proxy Release / Statement Mailed to 4 Weeks Complete Shareholders Prior to Proxy Special Meeting Date Statements File Proxy and Shareholder Receive Vote Comments Definitive Proxy Statement Mailed to 11 Shareholders Shareholder Vote Draft For Illustrative Process Timeline Discussion Purposes We We We We We We We We We We We ek ek ek ek ek ek ek ek ek ek ek November December January February March April May of of of of of of of of of of of Week Commencing 6 13 20 27 4 11 18 25 1 8 15 22 29 5 12 19 26 5 12 19 26 2 9 16 23 30 7 14 21 28 10/ 10/ 10/ 10/ 11/ 11/ 11/ 11/ 12/ 12/ 12/ 9 16 23 30 6 13 20 27 4 11 18 Deliver Offer Letter Prepare to the Board Minority Protections Term Sheet Receive RLJE DD 2 Weeks Materials Negotiate Shareholder Agreement with Robert Negotiations w ith 11 Weeks Johnson Special Committee Execute Robert Johnson’s Board Meetings / Shareholder Execute Merger Agreement Agreement Prepare Offer Issue Press Release Letter for and File 8-K on RLJE’s Board Announcement Date Negotiations with Special Prepare Committee Proxy Statement / 2 Weeks 13E-3 Board Meetings / Execute File 13E-3 and Merger Receive SEC 12 Weeks Agreement Comments Issue Press Defintive Proxy Release / Statement Mailed to 4 Weeks Complete Shareholders Prior to Proxy Special Meeting Date Statements File Proxy and Shareholder Receive Vote Comments Definitive Proxy Statement Mailed to 11 Shareholders Shareholder Vote
Draft For Sample Board Proposal Letter Discussion Purposes RLJ Entertainment 8515 Georgia Avenue Suite 650 Silver Spring, MD 20910 November [ ], 2017 Members of the Board: AMC Networks (“AMC”) is pleased to offer to acquire the outstanding shares of common stock of RLJ Entertainment (“RLJE”) not currently owned by AMC at a purchase price of $[ ] per share in cash. Through this offer it is our intention that RLJE becomes a privately owned subsidiary of AMC. We believe that our offer is fair to and in the best interest of RLJE and its public shareholders. Although this transaction does not represent a change of control, this offer price represents a [ ]% premium over [Friday]’s closing price, a [ ]% premium to the average trading price of the common stock for the [last ten days] and a [ ]% premium to AMC’s initial investment price. We believe our proposal makes great sense for RLJE and its future. The competitive demands of the industry including the increasing competition for content and investment needed to scale have convinced us that consolidated ownership of this business is desirable and will assist RLJE in attaining its business objectives. We have reached a preliminary agreement with Robert Johnson with respect to his shares and we expect that his shares will be converted into shares of AMC’s newly acquired RLJE privately held subsidiary. We expect that the Board of Directors of RLJE will form a special committee of independent directors to respond to our proposal on behalf of RLJE’s public shareholders. We also encourage the special committee to retain its own legal and financial advisors to assist in its review. AMC would welcome the opportunity to present its proposal to the special committee as soon as possible. In order to complete this potential transaction, AMC will require certain due diligence items from RLJE management including but not limited to the most recent financial plan. Our entire team, including our legal and financial advisors, looks forward to working with the special committee and its legal and financial advisors to complete a mutually acceptable transaction. In considering our proposal, you should be aware that we are interested only in acquiring the publicly held RLJE shares and we will not sell our stake in RLJE. Concurrently with sending this offer to you, we are filing a 13-D amendment, and as such, we feel compelled to issue a press release. A copy of the press release announcing our intention to commence this process is attached for your information. We expect to issue the press release the morning of November [ ] prior to the opening of trading. Thank you for your consideration. Josh Sapan President and CEO 12 Draft For Sample Board Proposal Letter Discussion Purposes RLJ Entertainment 8515 Georgia Avenue Suite 650 Silver Spring, MD 20910 November [ ], 2017 Members of the Board: AMC Networks (“AMC”) is pleased to offer to acquire the outstanding shares of common stock of RLJ Entertainment (“RLJE”) not currently owned by AMC at a purchase price of $[ ] per share in cash. Through this offer it is our intention that RLJE becomes a privately owned subsidiary of AMC. We believe that our offer is fair to and in the best interest of RLJE and its public shareholders. Although this transaction does not represent a change of control, this offer price represents a [ ]% premium over [Friday]’s closing price, a [ ]% premium to the average trading price of the common stock for the [last ten days] and a [ ]% premium to AMC’s initial investment price. We believe our proposal makes great sense for RLJE and its future. The competitive demands of the industry including the increasing competition for content and investment needed to scale have convinced us that consolidated ownership of this business is desirable and will assist RLJE in attaining its business objectives. We have reached a preliminary agreement with Robert Johnson with respect to his shares and we expect that his shares will be converted into shares of AMC’s newly acquired RLJE privately held subsidiary. We expect that the Board of Directors of RLJE will form a special committee of independent directors to respond to our proposal on behalf of RLJE’s public shareholders. We also encourage the special committee to retain its own legal and financial advisors to assist in its review. AMC would welcome the opportunity to present its proposal to the special committee as soon as possible. In order to complete this potential transaction, AMC will require certain due diligence items from RLJE management including but not limited to the most recent financial plan. Our entire team, including our legal and financial advisors, looks forward to working with the special committee and its legal and financial advisors to complete a mutually acceptable transaction. In considering our proposal, you should be aware that we are interested only in acquiring the publicly held RLJE shares and we will not sell our stake in RLJE. Concurrently with sending this offer to you, we are filing a 13-D amendment, and as such, we feel compelled to issue a press release. A copy of the press release announcing our intention to commence this process is attached for your information. We expect to issue the press release the morning of November [ ] prior to the opening of trading. Thank you for your consideration. Josh Sapan President and CEO 12
Appendix Appendix
Draft For Capitalization Table Discussion Purposes ($ in mm) Maturity x Interest Rate x 6/30/2017 Cash & Cash Equivalents $12.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.00% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.00 55.0 Total Debt $78.0 Net Debt FY 2016 H1 2016 H1 2017 65.8 Preferred Equity Beginning May 20, 2020 8.00% $19.9 Total Debt (Incl. Preferred) $97.9 Net Debt (Incl. Preferred) FY 2016 H1 2016 H1 2017 85.7 LTM Adj. EBITDA $13.1 ($0.8) $4.0 $17.9 Leverage Stats Total Debt / LTM Adj. EBITDA 4.4x Net Debt / LTM Adj. EBITDA 3.7 Total Debt (Incl. Preferred) / LTM Adj. EBITDA 5.5x Net Debt (Incl. Preferred) / LTM Adj. EBITDA 4.8 13 Source: Company Filings. Draft For Capitalization Table Discussion Purposes ($ in mm) Maturity x Interest Rate x 6/30/2017 Cash & Cash Equivalents $12.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.00% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.00 55.0 Total Debt $78.0 Net Debt FY 2016 H1 2016 H1 2017 65.8 Preferred Equity Beginning May 20, 2020 8.00% $19.9 Total Debt (Incl. Preferred) $97.9 Net Debt (Incl. Preferred) FY 2016 H1 2016 H1 2017 85.7 LTM Adj. EBITDA $13.1 ($0.8) $4.0 $17.9 Leverage Stats Total Debt / LTM Adj. EBITDA 4.4x Net Debt / LTM Adj. EBITDA 3.7 Total Debt (Incl. Preferred) / LTM Adj. EBITDA 5.5x Net Debt (Incl. Preferred) / LTM Adj. EBITDA 4.8 13 Source: Company Filings.
Draft For Premiums Paid in Selected Squeeze Out Transactions Discussion Purposes De a l Va lue Ac quiror Offe r Una ffe c te d Pre mium to Ca sh / Annc . Da te Ta rge t Ac quiror ($ mm) Voting % Pric e 1 Da y 1 Month Stoc k Mix 2 0 17 07/06/2017 HSN Inc Liberty Interactive Corp $1,307 38% $40.36 29% 28% 0 / 100% 06/26/2017 Handy & Harman Ltd Steel Partners Holdings LP 116 74 37.10 33 39 0 / 100% 04/11/2017 Alliance HealthCare Services Inc Thai Hot Investment Co Ltd 69 52 13.25 67 77 100 / 0% 01/03/2017 Federal- Mogul Holdings Co. Icahn Enterprises L.P 304 82 10.00 101 124 100 / 0% 2 0 16 12/19/2016 Calamos Asset Mgmt., Inc. Management Buyout $159 97% $8.25 12% 19% 100 / 0% 06/03/2016 Talen Energy Corporation Riverstone Holdings LLC 1,170 35 14.00 56 120 100 / 0% 03/09/2016 Crown Media Holdings, Inc. Hallmark Cards, Incorporated 176 90 5.05 2 15 100 / 0% 03/07/2016 National Interstate Corporation American Financial Group, Inc. 311 51 32.50 44 39 100 / 0% 01/19/2016 Rouse Properties, Inc. Brookfield Asset Mgmt. Inc. 705 34 18.25 35 29 100 / 0% 2 0 15 06/18/2015 SL Industries, Inc. Handy & Harman Ltd. $119 25% $40.00 38% 22% 100 / 0% 2 0 12 11/08/2012 Danfoss Power Danfoss A/S $690 76% $58.50 49% 49% 100 / 0% 09/26/2012 American Greetings Corporation Management Buyout 642 43 19.00 32 33 100 / 0% 02/24/2012 Kenneth Cole Productions Kenneth Cole 147 89 15.25 17 26 100 / 0% 01/16/2012 Venoco Inc. Timothy M. Marquez 400 50 12.50 63 69 100 / 0% 2 0 11 10/03/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 100 / 0% 07/12/2011 XO Holdings ACF Industries 96 92 1.40 84 103 100 / 0% 04/21/2011 CNA Surety CNA Financial 475 61 26.55 38 49 100 / 0% 02/22/2011 Caraco Pharmaceutical Labs Sun Pharmaceutical ind. 51 76 5.25 16 16 100 / 0% 01/09/2011 Playboy Hugh Hefner 137 70 6.15 51 54 100 / 0% 2 0 10 11/15/2010 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 100 / 0% 03/21/2010 CNX Gas CONSOL Energy 965 83 38.25 46 43 100 / 0% 2009 11/03/2009 Landry's Restaurants Tilman Fertìtta $157 57% $24.50 13% 18% 100 / 0% 09/08/2009 Odyssey Re Holdings Fairfax Financial Holdings 1,098 73 65.00 30 40 100 / 0% 07/13/2009 iBasis KPN NV 93 56 3.00 33 32 100 / 0% 04/20/2009 The Pepsi Bottling Group, Inc. PepsiCo, Inc. 5,202 39 36.50 45 87 50 / 50% 04/20/2009 PepsiAmericas, Inc. PepsiCo, Inc. 2,028 43 28.50 43 79 50 / 50% 03/25/2009 Hearst- Argyle Television Hearst Corp. 77 76 4.50 115 150 100 / 0% 03/22/2009 Cox Radio Cox Enterprises 82 96 4.80 45 (6) 100 / 0% 2008 07/21/2008 Genentech, Inc. Roche Holding Ltd $44,052 56% $95.00 16% 28% 100 / 0% 03/10/2008 Nationwide Financial Services Nationwide Mutual Insurance 2,440 95 52.25 38 28 100 / 0% Average (100% Cash Transactions) $2,169 68% 43% 49% - Average (100% Stock Transactions) 712 56 31 33 - Averag e(All Transactions) 2,168 66 43 50 - 14 Source: Citi M&A, Deal Point Data, Deal Intelligence, Company Filings. Draft For Premiums Paid in Selected Squeeze Out Transactions Discussion Purposes De a l Va lue Ac quiror Offe r Una ffe c te d Pre mium to Ca sh / Annc . Da te Ta rge t Ac quiror ($ mm) Voting % Pric e 1 Da y 1 Month Stoc k Mix 2 0 17 07/06/2017 HSN Inc Liberty Interactive Corp $1,307 38% $40.36 29% 28% 0 / 100% 06/26/2017 Handy & Harman Ltd Steel Partners Holdings LP 116 74 37.10 33 39 0 / 100% 04/11/2017 Alliance HealthCare Services Inc Thai Hot Investment Co Ltd 69 52 13.25 67 77 100 / 0% 01/03/2017 Federal- Mogul Holdings Co. Icahn Enterprises L.P 304 82 10.00 101 124 100 / 0% 2 0 16 12/19/2016 Calamos Asset Mgmt., Inc. Management Buyout $159 97% $8.25 12% 19% 100 / 0% 06/03/2016 Talen Energy Corporation Riverstone Holdings LLC 1,170 35 14.00 56 120 100 / 0% 03/09/2016 Crown Media Holdings, Inc. Hallmark Cards, Incorporated 176 90 5.05 2 15 100 / 0% 03/07/2016 National Interstate Corporation American Financial Group, Inc. 311 51 32.50 44 39 100 / 0% 01/19/2016 Rouse Properties, Inc. Brookfield Asset Mgmt. Inc. 705 34 18.25 35 29 100 / 0% 2 0 15 06/18/2015 SL Industries, Inc. Handy & Harman Ltd. $119 25% $40.00 38% 22% 100 / 0% 2 0 12 11/08/2012 Danfoss Power Danfoss A/S $690 76% $58.50 49% 49% 100 / 0% 09/26/2012 American Greetings Corporation Management Buyout 642 43 19.00 32 33 100 / 0% 02/24/2012 Kenneth Cole Productions Kenneth Cole 147 89 15.25 17 26 100 / 0% 01/16/2012 Venoco Inc. Timothy M. Marquez 400 50 12.50 63 69 100 / 0% 2 0 11 10/03/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 100 / 0% 07/12/2011 XO Holdings ACF Industries 96 92 1.40 84 103 100 / 0% 04/21/2011 CNA Surety CNA Financial 475 61 26.55 38 49 100 / 0% 02/22/2011 Caraco Pharmaceutical Labs Sun Pharmaceutical ind. 51 76 5.25 16 16 100 / 0% 01/09/2011 Playboy Hugh Hefner 137 70 6.15 51 54 100 / 0% 2 0 10 11/15/2010 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 100 / 0% 03/21/2010 CNX Gas CONSOL Energy 965 83 38.25 46 43 100 / 0% 2009 11/03/2009 Landry's Restaurants Tilman Fertìtta $157 57% $24.50 13% 18% 100 / 0% 09/08/2009 Odyssey Re Holdings Fairfax Financial Holdings 1,098 73 65.00 30 40 100 / 0% 07/13/2009 iBasis KPN NV 93 56 3.00 33 32 100 / 0% 04/20/2009 The Pepsi Bottling Group, Inc. PepsiCo, Inc. 5,202 39 36.50 45 87 50 / 50% 04/20/2009 PepsiAmericas, Inc. PepsiCo, Inc. 2,028 43 28.50 43 79 50 / 50% 03/25/2009 Hearst- Argyle Television Hearst Corp. 77 76 4.50 115 150 100 / 0% 03/22/2009 Cox Radio Cox Enterprises 82 96 4.80 45 (6) 100 / 0% 2008 07/21/2008 Genentech, Inc. Roche Holding Ltd $44,052 56% $95.00 16% 28% 100 / 0% 03/10/2008 Nationwide Financial Services Nationwide Mutual Insurance 2,440 95 52.25 38 28 100 / 0% Average (100% Cash Transactions) $2,169 68% 43% 49% - Average (100% Stock Transactions) 712 56 31 33 - Averag e(All Transactions) 2,168 66 43 50 - 14 Source: Citi M&A, Deal Point Data, Deal Intelligence, Company Filings.
Draft For Overview of Preferred Shares Discussion Purposes Series C-1 Series C-2 Series D-1 Series D-2 Wolverine Asset Management Sudbury Capital Subordinated Debt Holders Peter Edwards, Morris Goldfarb (Bob Owner(s) Johnson converted) (1) 4,000 shares / $4.0mm 2,000 shares / $2.0mm 7,700 shares / $7.7mm 1,500 share / $1.5mm Outstanding 3.7% / 7.1% of non AMCX shares 1.9% / 3.6% of non AMCX shares 7.2% / 13.7% of non AMCX shares 1.4% / 2.7% of non AMCX shares Fully Diluted O/S May 19, 2020 May 19, 2020 May 19, 2020 May 19, 2020 Maturity 8% annual paid quarterly with the first dividend payment due July 1, 2017 Dividend Cumulative dividends can be paid in cash or stock at the election of the company None None None None Voting Rights Currently 1 director Currently 1 director None None Board Representation Optional: Face value plus accrued dividend convertible into common stock at a conversion price of $3.00 per share Conversion Maturity: Redeemable with cash or stock at the company’s election; if converted into stock will be done at the lower of $3.00 per share or 85% of 5 day VWAP Redemption: Holder may require mandatory cash redemption of as converted shares at a 25% premium to the offer price per share, where face value of preferred Change of includes accrued dividends Control AMCX Transaction Carve-out: Acquisition of controlling interest by AMCX as discussed in the investment agreement, including the exercise of warrants to purchase common stock, will not be considered a change of control · Anti dilution · Anti dilution · Anti dilution · Anti dilution Covenants · Limitations on incurrence of · Limitations on incurrence of · Limitations on incurrence of · Limitations on incurrence of indebtedness and liens indebtedness and liens indebtedness and liens indebtedness and liens · Max indebtedness · Max indebtedness · Board size limited to 7 members · Board size limited to 7 members · Compliance with NASDAQ · Compliance with NASDAQ corporate governance requirements corporate governance requirement · Shares cannot be converted into common stock if it would result in any holder owning more than 4.99% or 9.99% of common stock outstanding immediately Limitations on following the transaction Conversion – Limit elected by holder at original issuance · Does not apply to holder that is a director or director by designation of the company or any of its subsidiaries · $1.50 exercise price · Edwards / Goldfarb - $2.37 exercise Corresponding 2015 Warrants Source: Company Filings. 15 (1) Face value excluding impact of accrued dividends. Draft For Overview of Preferred Shares Discussion Purposes Series C-1 Series C-2 Series D-1 Series D-2 Wolverine Asset Management Sudbury Capital Subordinated Debt Holders Peter Edwards, Morris Goldfarb (Bob Owner(s) Johnson converted) (1) 4,000 shares / $4.0mm 2,000 shares / $2.0mm 7,700 shares / $7.7mm 1,500 share / $1.5mm Outstanding 3.7% / 7.1% of non AMCX shares 1.9% / 3.6% of non AMCX shares 7.2% / 13.7% of non AMCX shares 1.4% / 2.7% of non AMCX shares Fully Diluted O/S May 19, 2020 May 19, 2020 May 19, 2020 May 19, 2020 Maturity 8% annual paid quarterly with the first dividend payment due July 1, 2017 Dividend Cumulative dividends can be paid in cash or stock at the election of the company None None None None Voting Rights Currently 1 director Currently 1 director None None Board Representation Optional: Face value plus accrued dividend convertible into common stock at a conversion price of $3.00 per share Conversion Maturity: Redeemable with cash or stock at the company’s election; if converted into stock will be done at the lower of $3.00 per share or 85% of 5 day VWAP Redemption: Holder may require mandatory cash redemption of as converted shares at a 25% premium to the offer price per share, where face value of preferred Change of includes accrued dividends Control AMCX Transaction Carve-out: Acquisition of controlling interest by AMCX as discussed in the investment agreement, including the exercise of warrants to purchase common stock, will not be considered a change of control · Anti dilution · Anti dilution · Anti dilution · Anti dilution Covenants · Limitations on incurrence of · Limitations on incurrence of · Limitations on incurrence of · Limitations on incurrence of indebtedness and liens indebtedness and liens indebtedness and liens indebtedness and liens · Max indebtedness · Max indebtedness · Board size limited to 7 members · Board size limited to 7 members · Compliance with NASDAQ · Compliance with NASDAQ corporate governance requirements corporate governance requirement · Shares cannot be converted into common stock if it would result in any holder owning more than 4.99% or 9.99% of common stock outstanding immediately Limitations on following the transaction Conversion – Limit elected by holder at original issuance · Does not apply to holder that is a director or director by designation of the company or any of its subsidiaries · $1.50 exercise price · Edwards / Goldfarb - $2.37 exercise Corresponding 2015 Warrants Source: Company Filings. 15 (1) Face value excluding impact of accrued dividends.
Draft For Preferred Shares – Change of Control Condition Discussion Purposes · All series of existing preferred shares have a change of control provision that allows the holder to force RLJE to redeem the share for cash at 125% of the greater of face or offer value in the event of a change of control · Based on the definitions from the preferred stock’s Certificate of Designations for a Change of Control and Fundamental Transaction (shown below): – Exercise of AMCX’s existing warrants would not constitute a change of control – A change of control would occur if AMCX were to acquire the remaining shares of RLJE it did not own following the exercise of the warrants Any fundamental transaction except: Change of Control · Any merger of the company with any of its direct or indirect wholly-owned subsidiaries · Any reorganization, recapitalization or reclassification of the shares of common stock in which holders of 50% of the company’s voting power immediately prior to such transaction continue, after the transaction, to hold publicly traded securities and, directly or indirectly, are, in all material respects, such holders of the voting power of the surviving entity · A migratory merger effected solely for the purposes of changing the jurisdiction or incorporation of the company or any of its subsidiaries · Merger in connection with a bona fide acquisition by the company of a person in which the gross consideration paid is not greater than 20% of the company’s market capitalization and the merger does not result in any change to the identity of the board or directors of any of the senior management of the company or a replacement as one time or within a one year period of more than half of the members of the board of directors which is not approved by a majority of the members of the Board of Directors on the initial issuance date · The transaction contemplated in the Investment Agreement between AMCX and RLJE (dated 8/19/2016), including in connection with the exercise of any warrants AMCX to purchase common stock issued to AMCX will not be considered a change of control Exception · Consolidate or merge into an other Person Fundamental Transaction · Sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to any other person · Assist or agree to assist any other Person to make a purchase, tender or exchange offer that is accepted by such holders of >50% of the outstanding voting stock in the company (not including any shares held by the Person making the purchase, tender or exchange offer) · Consummate a stock or share purchase agreement or other business combination with any other person whereby such other person acquires more than 50% of the outstanding voting stock of the company (not including any shares held by the person making the stock or share purchase agreement or other business combination) · Directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the common stock (which shall not include a reverse stock split) 16 Source: Company Filings. Draft For Preferred Shares – Change of Control Condition Discussion Purposes · All series of existing preferred shares have a change of control provision that allows the holder to force RLJE to redeem the share for cash at 125% of the greater of face or offer value in the event of a change of control · Based on the definitions from the preferred stock’s Certificate of Designations for a Change of Control and Fundamental Transaction (shown below): – Exercise of AMCX’s existing warrants would not constitute a change of control – A change of control would occur if AMCX were to acquire the remaining shares of RLJE it did not own following the exercise of the warrants Any fundamental transaction except: Change of Control · Any merger of the company with any of its direct or indirect wholly-owned subsidiaries · Any reorganization, recapitalization or reclassification of the shares of common stock in which holders of 50% of the company’s voting power immediately prior to such transaction continue, after the transaction, to hold publicly traded securities and, directly or indirectly, are, in all material respects, such holders of the voting power of the surviving entity · A migratory merger effected solely for the purposes of changing the jurisdiction or incorporation of the company or any of its subsidiaries · Merger in connection with a bona fide acquisition by the company of a person in which the gross consideration paid is not greater than 20% of the company’s market capitalization and the merger does not result in any change to the identity of the board or directors of any of the senior management of the company or a replacement as one time or within a one year period of more than half of the members of the board of directors which is not approved by a majority of the members of the Board of Directors on the initial issuance date · The transaction contemplated in the Investment Agreement between AMCX and RLJE (dated 8/19/2016), including in connection with the exercise of any warrants AMCX to purchase common stock issued to AMCX will not be considered a change of control Exception · Consolidate or merge into an other Person Fundamental Transaction · Sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to any other person · Assist or agree to assist any other Person to make a purchase, tender or exchange offer that is accepted by such holders of >50% of the outstanding voting stock in the company (not including any shares held by the Person making the purchase, tender or exchange offer) · Consummate a stock or share purchase agreement or other business combination with any other person whereby such other person acquires more than 50% of the outstanding voting stock of the company (not including any shares held by the person making the stock or share purchase agreement or other business combination) · Directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the common stock (which shall not include a reverse stock split) 16 Source: Company Filings.
Draft For Overview of Warrants Discussion Purposes AMCX Warrants $3.00 $3.00 $3.00 Exercise Price (1) 3.3mm 10.0mm 5.0mm Outstanding October 14, 2021 October 14, 2022 October 14, 2023 Maturity · Warrant holders are not entitled to rights including voting rights, dividend or other rights as a stockholder of the company prior to exercise Rights · Warrants can be exercised through the following methods Exercise – Cash payment of exercise price – Surrender of Senior Secured Loans with principal amount and accrued and unpaid interest equal to exercise price – By means of a cashless exercise · The warrants may not be sold, transferred or assigned without the consent of the RLJE Transfer Restrictions · The strike price of the warrants will adjust to reflect stock dividends, stock splits, dilutive equity issuances and the issuance of options, warrants, or Anti Dilution convertibles with a exercise/conversion price lower than the exercise price of the warrants 2015 Warrants $1.50 $2.37 $3.00 Exercise Price 1.45mm 0.15mm 1.50mm Outstanding Wolverine Asset Management, Sudbury Capital, JH Peter Edwards, Morris Goldfarb Bob Johnson / SPAC Owners Partners, others May 20. 2020 Maturity · Warrant holders are not entitled to rights including voting rights, dividend or other rights as a stockholder of the company prior to exercise Rights · Warrants can be exercised for cash or by means of a cashless exercise Exercise · The strike price of the warrants will adjust to reflect stock dividends, stock splits, dilutive equity issuances and the issuance of options, warrants, or Anti Dilution convertibles with a exercise/conversion price lower than the exercise price of the warrants · Shares cannot be converted into common stock if it would result in any holder owning more than 4.99% or 9.99% of common stock outstanding Limitations on immediately following the transaction Conversion – Limit elected by holder at original issuance · Does not apply to holder that is a director or director by designation of the company or any of its subsidiaries Source: Company Filings. Note: Excludes 2012 Warrants 17 (1) Provision that may increase the number of shares acquirable for no additional consideration such that the number of shares acquired plus 15mm equals at least 50.1% of shares outstanding. Draft For Overview of Warrants Discussion Purposes AMCX Warrants $3.00 $3.00 $3.00 Exercise Price (1) 3.3mm 10.0mm 5.0mm Outstanding October 14, 2021 October 14, 2022 October 14, 2023 Maturity · Warrant holders are not entitled to rights including voting rights, dividend or other rights as a stockholder of the company prior to exercise Rights · Warrants can be exercised through the following methods Exercise – Cash payment of exercise price – Surrender of Senior Secured Loans with principal amount and accrued and unpaid interest equal to exercise price – By means of a cashless exercise · The warrants may not be sold, transferred or assigned without the consent of the RLJE Transfer Restrictions · The strike price of the warrants will adjust to reflect stock dividends, stock splits, dilutive equity issuances and the issuance of options, warrants, or Anti Dilution convertibles with a exercise/conversion price lower than the exercise price of the warrants 2015 Warrants $1.50 $2.37 $3.00 Exercise Price 1.45mm 0.15mm 1.50mm Outstanding Wolverine Asset Management, Sudbury Capital, JH Peter Edwards, Morris Goldfarb Bob Johnson / SPAC Owners Partners, others May 20. 2020 Maturity · Warrant holders are not entitled to rights including voting rights, dividend or other rights as a stockholder of the company prior to exercise Rights · Warrants can be exercised for cash or by means of a cashless exercise Exercise · The strike price of the warrants will adjust to reflect stock dividends, stock splits, dilutive equity issuances and the issuance of options, warrants, or Anti Dilution convertibles with a exercise/conversion price lower than the exercise price of the warrants · Shares cannot be converted into common stock if it would result in any holder owning more than 4.99% or 9.99% of common stock outstanding Limitations on immediately following the transaction Conversion – Limit elected by holder at original issuance · Does not apply to holder that is a director or director by designation of the company or any of its subsidiaries Source: Company Filings. Note: Excludes 2012 Warrants 17 (1) Provision that may increase the number of shares acquirable for no additional consideration such that the number of shares acquired plus 15mm equals at least 50.1% of shares outstanding.
Draft For Overview of AMCX Held Term Loans Discussion Purposes AMCX Term Loans to RLJE Tranche A-1 Tranche A-2 Tranche B Tranche $13.0mm $10.0mm $55.0mm Outstanding June 30, 2020 June 20, 2021 October 14, 2023 Maturity · 7% per annum · 6% per annum Interest Rate – Paid in common stock, with the number of shares calculated based on a value of $3.00 per share – Paid in common stock, with the number of shares calculated based on a value of $3.00 per share Mandatory · 100% of net proceeds from any asset sales, insurance/condemnation, issuance of debt or exercise of warrants must be used to prepay the term loans Prepayments · The borrower shall provide to the Administrative Agent and Lender: Financial Statements & · Annual and quarterly financial statements Other Reports · Monthly reports, within 30 days of the end of each month that compare the results of the corresponding periods to the same period in the prior fiscal year and to the financial plan · Simultaneous with the quarterly financial statements, a description of any additions to, or deletions from RLJE’s media library since the preceding report · Simultaneous with the annual financial statements, a valuation report prepared by a valuation firm that reflects the fair value of the RLJE’s media library and of RLJE’s ownership interest in Agatha Christie Limited Financial Fixed Charge Minimum Cash Senior Leverage Total Leverage Covenants Fiscal Year Ending Ratio Ratio Fiscal Year Ending Coverage Ratio Balance ($ in mm) 12/31/2016 6.00x 6.75x 12/31/2016 1.00x $1.0 12/31/2017 5.75 6.00 12/31/2017 1.00 2.0 12/31/2018 4.00 5.00 12/31/2018 and all 2.00 3.5 Years Thereafter 12/31/2019 and all 3.75 - 2.5 4.00 Years Thereafter 18 Draft For Overview of AMCX Held Term Loans Discussion Purposes AMCX Term Loans to RLJE Tranche A-1 Tranche A-2 Tranche B Tranche $13.0mm $10.0mm $55.0mm Outstanding June 30, 2020 June 20, 2021 October 14, 2023 Maturity · 7% per annum · 6% per annum Interest Rate – Paid in common stock, with the number of shares calculated based on a value of $3.00 per share – Paid in common stock, with the number of shares calculated based on a value of $3.00 per share Mandatory · 100% of net proceeds from any asset sales, insurance/condemnation, issuance of debt or exercise of warrants must be used to prepay the term loans Prepayments · The borrower shall provide to the Administrative Agent and Lender: Financial Statements & · Annual and quarterly financial statements Other Reports · Monthly reports, within 30 days of the end of each month that compare the results of the corresponding periods to the same period in the prior fiscal year and to the financial plan · Simultaneous with the quarterly financial statements, a description of any additions to, or deletions from RLJE’s media library since the preceding report · Simultaneous with the annual financial statements, a valuation report prepared by a valuation firm that reflects the fair value of the RLJE’s media library and of RLJE’s ownership interest in Agatha Christie Limited Financial Fixed Charge Minimum Cash Senior Leverage Total Leverage Covenants Fiscal Year Ending Ratio Ratio Fiscal Year Ending Coverage Ratio Balance ($ in mm) 12/31/2016 6.00x 6.75x 12/31/2016 1.00x $1.0 12/31/2017 5.75 6.00 12/31/2017 1.00 2.0 12/31/2018 4.00 5.00 12/31/2018 and all 2.00 3.5 Years Thereafter 12/31/2019 and all 3.75 - 2.5 4.00 Years Thereafter 18
Draft Draft For For Key Management Dis Disc cuss ussion ion P Purpose urposes s Name Position Biography · Mr. Johnson was appointed as the Company’s chairman in October 2012 · From November 2010 to October 2012, Mr. Johnson served as the chairman of the board of RLJ Acquisition, Inc., a special purpose acquisition company that created the Company Robert L. Chairman of · Mr. Johnson founded The RLJ Companies, an innovative business network that owns or holds interests in Johnson the Board a diverse portfolio of companies and has served as its chairman since February 2003 · Prior to forming The RLJ Companies, Mr. Johnson was founder and chief executive officer of Black Entertainment Television (or BET), which was acquired by Viacom Inc. in 2001 · Mr. Johnson continued to serve as chief executive officer of BET until February 2006 · Mr. Penella was appointed as the Company’s Chief Executive Officer on January 18, 2013 · From October 2012 until January 18, 2013, Mr. Penella served as Chief Operating Officer · From April 2007 to October 2012, Mr. Penella served as Chief Executive Officer of Acorn Media Group, Inc., which was acquired by the Company in October 2012 Chief Miguel Executive · At Acorn Media Group, Mr. Penella oversaw operations and was the driving force behind the worldwide Penella Officer expansion of both the Acorn and Acacia brands, including the acquisition of 64% of Agatha Christie Limited and the launch of Acorn TV, the Company’s first proprietary subscription VOD channel · Mr. Penella came to Acorn from Time-Life where he rose in the ranks from circulation director of the catalog department to director of catalogs for the music division and then to vice president of customer marketing in 2001 · Mr. Rostom was appointed as the Company’s Chief Financial Officer on May 18, 2016 · From January 2014 to May 2016, Mr. Rostom served in senior and executive positions with GetWellNetwork, Inc. (“GWN”), a healthcare solutions provider Chief Nazir · During his tenure, Mr. Rostom led various strategic financing, M&A activities, and financial planning and Financial Rostom analysis at GWN Officer · Prior to GWN, he was Director of Finance and Assistant Treasurer for GTT Communications, Inc., from September 2011 to January 2014 · Mr. Rostom began his career in investment banking at PriceWaterhouseCoopers Source: Company website. 19 Draft Draft For For Key Management Dis Disc cuss ussion ion P Purpose urposes s Name Position Biography · Mr. Johnson was appointed as the Company’s chairman in October 2012 · From November 2010 to October 2012, Mr. Johnson served as the chairman of the board of RLJ Acquisition, Inc., a special purpose acquisition company that created the Company Robert L. Chairman of · Mr. Johnson founded The RLJ Companies, an innovative business network that owns or holds interests in Johnson the Board a diverse portfolio of companies and has served as its chairman since February 2003 · Prior to forming The RLJ Companies, Mr. Johnson was founder and chief executive officer of Black Entertainment Television (or BET), which was acquired by Viacom Inc. in 2001 · Mr. Johnson continued to serve as chief executive officer of BET until February 2006 · Mr. Penella was appointed as the Company’s Chief Executive Officer on January 18, 2013 · From October 2012 until January 18, 2013, Mr. Penella served as Chief Operating Officer · From April 2007 to October 2012, Mr. Penella served as Chief Executive Officer of Acorn Media Group, Inc., which was acquired by the Company in October 2012 Chief Miguel Executive · At Acorn Media Group, Mr. Penella oversaw operations and was the driving force behind the worldwide Penella Officer expansion of both the Acorn and Acacia brands, including the acquisition of 64% of Agatha Christie Limited and the launch of Acorn TV, the Company’s first proprietary subscription VOD channel · Mr. Penella came to Acorn from Time-Life where he rose in the ranks from circulation director of the catalog department to director of catalogs for the music division and then to vice president of customer marketing in 2001 · Mr. Rostom was appointed as the Company’s Chief Financial Officer on May 18, 2016 · From January 2014 to May 2016, Mr. Rostom served in senior and executive positions with GetWellNetwork, Inc. (“GWN”), a healthcare solutions provider Chief Nazir · During his tenure, Mr. Rostom led various strategic financing, M&A activities, and financial planning and Financial Rostom analysis at GWN Officer · Prior to GWN, he was Director of Finance and Assistant Treasurer for GTT Communications, Inc., from September 2011 to January 2014 · Mr. Rostom began his career in investment banking at PriceWaterhouseCoopers Source: Company website. 19
Draft Draft For For Board of Directors Dis Disc cuss ussion ion P Purpose urposes s Name Position Biography · Chairman of the Board, previously Chairman of the Board of RLJ Acquisition, Inc. Chairman of the Robert L. Johnson Board · Founder and previous CEO of Black Entertainment Television (or BET) Chief Executive · CEO, and previously CEO of Acorn Media Group, Inc., which was acquired by the Miguel Penella Officer Company in October 2012 · Mr. Sinclair has served as president, CEO and general counsel of the RLJ H . Van Sinclair Director companies since February 2003 · Mr. Hsu manages the treasury operations of AMC Networks Inc. as its Executive John Hsu Director Vice President – Treasurer & Financial Strategy Dayton Judd * Director· Mr. Judd is the Founder and Managing Partner of Sudbury Capital Management · Mr. Laszlo joined Sun Trust Robinson Humphrey in January 2014 where he serves Andy Laszlo * Director as Managing Director and Head of Technology, Media & Communications Equity Origination · Ms. Manos joined AMC Networks Inc. in 2002 and is responsible for overseeing Arlene Manos Director the advertising sales efforts for its national cable television networks AMC, IFC, SundanceTV, WE tv, and BBC AMERICA · Mr. Royster is an entrepreneur, and has co-founded two companies, in the Scott Royster * Director education sector – Latimer Education, Inc. and Maarifa Edu Holdings Limited John Ziegelman * Director· Mr. Ziegelman is a portfolio manager for Wolverine Asset Management, LLC * Independent Director AMCX Designated Director Source: Company website. 20 Draft Draft For For Board of Directors Dis Disc cuss ussion ion P Purpose urposes s Name Position Biography · Chairman of the Board, previously Chairman of the Board of RLJ Acquisition, Inc. Chairman of the Robert L. Johnson Board · Founder and previous CEO of Black Entertainment Television (or BET) Chief Executive · CEO, and previously CEO of Acorn Media Group, Inc., which was acquired by the Miguel Penella Officer Company in October 2012 · Mr. Sinclair has served as president, CEO and general counsel of the RLJ H . Van Sinclair Director companies since February 2003 · Mr. Hsu manages the treasury operations of AMC Networks Inc. as its Executive John Hsu Director Vice President – Treasurer & Financial Strategy Dayton Judd * Director· Mr. Judd is the Founder and Managing Partner of Sudbury Capital Management · Mr. Laszlo joined Sun Trust Robinson Humphrey in January 2014 where he serves Andy Laszlo * Director as Managing Director and Head of Technology, Media & Communications Equity Origination · Ms. Manos joined AMC Networks Inc. in 2002 and is responsible for overseeing Arlene Manos Director the advertising sales efforts for its national cable television networks AMC, IFC, SundanceTV, WE tv, and BBC AMERICA · Mr. Royster is an entrepreneur, and has co-founded two companies, in the Scott Royster * Director education sector – Latimer Education, Inc. and Maarifa Edu Holdings Limited John Ziegelman * Director· Mr. Ziegelman is a portfolio manager for Wolverine Asset Management, LLC * Independent Director AMCX Designated Director Source: Company website. 20
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Exhibit (c)(vi) Citi Corporate & Investment Banking | Global Media & Communications Group th February 26 , 2018 Draft For Discussion Purposes 2/26/2018 9:30 AM Discussion Materials Strictly Private and Confidential Exhibit (c)(vi) Citi Corporate & Investment Banking | Global Media & Communications Group th February 26 , 2018 Draft For Discussion Purposes 2/26/2018 9:30 AM Discussion Materials Strictly Private and Confidential
AMCX / RLJE Talking Points Financial Benefits · Requires limited capital outlay · Improves revenue and EBITDA growth · Expected to be immediately accretive to both FCF / share and EPS · Will allow AMC to tax consolidate, providing access to RLJE tax assets Benefits to AMC · Diversifies revenue base · Increases exposure to SVOD · Access to Agatha Christie content library · Provides an additional distribution outlet for AMC content Benefits to RLJE · RLJE Management can focus on growing the business over the long-term without short term pressures of public reporting · Allow RLJE to benefit from AMC’s industry influence, scale and access to capital · AMC will seek to keep RLJE’s current management team in place · Eliminates public company costs and reporting requirements at RLJE · Simplifies RLJE’s equity capital structure and eliminates the legacy SPAC shareholder base Business Vision · Opportunity for RLJE to become the leader in SVOD for distinct audiences · Cross promotional opportunities across the AMC footprint (i.e WeTV / UMC) · Co-acquisition and production of content · Shared technology and R&D capabilities / spend · Affiliate partnership Importance of Retaining Bob’s Ownership / Involvement in RLJE · Has a track record of success in the industry · Maintains important industry relationships 1 AMCX / RLJE Talking Points Financial Benefits · Requires limited capital outlay · Improves revenue and EBITDA growth · Expected to be immediately accretive to both FCF / share and EPS · Will allow AMC to tax consolidate, providing access to RLJE tax assets Benefits to AMC · Diversifies revenue base · Increases exposure to SVOD · Access to Agatha Christie content library · Provides an additional distribution outlet for AMC content Benefits to RLJE · RLJE Management can focus on growing the business over the long-term without short term pressures of public reporting · Allow RLJE to benefit from AMC’s industry influence, scale and access to capital · AMC will seek to keep RLJE’s current management team in place · Eliminates public company costs and reporting requirements at RLJE · Simplifies RLJE’s equity capital structure and eliminates the legacy SPAC shareholder base Business Vision · Opportunity for RLJE to become the leader in SVOD for distinct audiences · Cross promotional opportunities across the AMC footprint (i.e WeTV / UMC) · Co-acquisition and production of content · Shared technology and R&D capabilities / spend · Affiliate partnership Importance of Retaining Bob’s Ownership / Involvement in RLJE · Has a track record of success in the industry · Maintains important industry relationships 1
Capital Commitment from AMCX / Deal Overview By Class RLJE Ownership (At $4.25 per share) (2) Pre-Transaction $4.25 By Class Shares ($) % of O/S (1) Other Preferred 2.9 $15.4 30.1% 19% 2015 Warrants Rob Johnson 17% $1.50 0.7 $1.9 7.3% AMCX 64% 2.37 0.2 0.3 1.6 3.00 -- -- -- Options Granted in 2017 Post-Transaction $2.66 0.7 $1.1 7.3% Rob Johnson 3.00 0.7 0.9 7.3 17% Public 4.5 19.0 46.5 AMCX 83% Fully Diluted Total 9.6 $38.7 100.0% Source: Public filings. (1) Includes 25% premium due to change of control provision. 2 (2) Preferred shares treated on an as converted basis. Capital Commitment from AMCX / Deal Overview By Class RLJE Ownership (At $4.25 per share) (2) Pre-Transaction $4.25 By Class Shares ($) % of O/S (1) Other Preferred 2.9 $15.4 30.1% 19% 2015 Warrants Rob Johnson 17% $1.50 0.7 $1.9 7.3% AMCX 64% 2.37 0.2 0.3 1.6 3.00 -- -- -- Options Granted in 2017 Post-Transaction $2.66 0.7 $1.1 7.3% Rob Johnson 3.00 0.7 0.9 7.3 17% Public 4.5 19.0 46.5 AMCX 83% Fully Diluted Total 9.6 $38.7 100.0% Source: Public filings. (1) Includes 25% premium due to change of control provision. 2 (2) Preferred shares treated on an as converted basis.
Pro Forma Financial Impact PF Revenue CAGR ($ in mm) 6.5% $3,862 $3,640 19.3% $208 $3,443 $177 $3,246 $152 $3,007 $131 $103 $3,654 5.9% $3,463 $3,292 $3,116 $2,904 2018E 2019E 2020E 2021E 2022E AMCX RLJE CAGR EBITDA ($ in mm) $1,173 5.0% $1,105 $45 24.7% $1,050 $35 $1,008 $965 $29 $23 $21 4.6% $1,128 $1,070 $1,020 $985 $944 2018E 2019E 2020E 2021E 2022E AMCX RLJE Source: AMCX and RLJE 2018 management long range plans. 3 Pro Forma Financial Impact PF Revenue CAGR ($ in mm) 6.5% $3,862 $3,640 19.3% $208 $3,443 $177 $3,246 $152 $3,007 $131 $103 $3,654 5.9% $3,463 $3,292 $3,116 $2,904 2018E 2019E 2020E 2021E 2022E AMCX RLJE CAGR EBITDA ($ in mm) $1,173 5.0% $1,105 $45 24.7% $1,050 $35 $1,008 $965 $29 $23 $21 4.6% $1,128 $1,070 $1,020 $985 $944 2018E 2019E 2020E 2021E 2022E AMCX RLJE Source: AMCX and RLJE 2018 management long range plans. 3
Pro Forma FCF / Share Impact PF FCF / Share Reconciliation AMCX RLJE Pro Forma ($ in millions) 2019E 2020E 2021E 2019E 2020E 2021E 2019E 2020E 2021E Adjusted EBITDA $985 $1,020 $1,070 $23 $29 $35 $1,008 $1,050 $1,105 (-) Contractual Rights / Working Capital (252) (249) (176) -- -- -- (252) (249) (176) (+) Launch Support 9 9 9 -- -- -- 9 9 9 (1) (-) Cash Taxes (184) (191) (202) (4) (5) (6) (188) (196) (208) (-) Net Interest (141) (142) (140) (0) (0) (0) (142) (142) (141) (-) AMCX Capex (84) (42) (44) -- -- -- (84) (42) (44) (-) RLJE Capex -- -- -- (2) (2) (2) (2) (2) (2) (+) Content Amortization (net of Step up) -- -- -- 37 41 46 37 41 46 (-) Investment in Content -- -- -- (50) (50) (50) (50) (50) (50) Adjustments ($652) ($615) ($553) ($19) ($16) ($13) ($671) ($631) ($566) Free Cash Flow $333 $406 $516 $3.6 $13 $22 $337 $419 $539 Average Shares Outstanding 52 49 46 52 49 46 (2) FCF / Share $6.38 $8.29 $11.15 $6.44 $8.56 $11.64 FCF / Share Accretion / (Dilution) -- -- -- 1.1% 3.3% 4.3% Source: AMCX and RLJE 2018 management long range plans. (1) Adjusted for tax reform. Assumes 25% effective tax rate. 4 (2) Excludes the impact of NOLs. Pro Forma FCF / Share Impact PF FCF / Share Reconciliation AMCX RLJE Pro Forma ($ in millions) 2019E 2020E 2021E 2019E 2020E 2021E 2019E 2020E 2021E Adjusted EBITDA $985 $1,020 $1,070 $23 $29 $35 $1,008 $1,050 $1,105 (-) Contractual Rights / Working Capital (252) (249) (176) -- -- -- (252) (249) (176) (+) Launch Support 9 9 9 -- -- -- 9 9 9 (1) (-) Cash Taxes (184) (191) (202) (4) (5) (6) (188) (196) (208) (-) Net Interest (141) (142) (140) (0) (0) (0) (142) (142) (141) (-) AMCX Capex (84) (42) (44) -- -- -- (84) (42) (44) (-) RLJE Capex -- -- -- (2) (2) (2) (2) (2) (2) (+) Content Amortization (net of Step up) -- -- -- 37 41 46 37 41 46 (-) Investment in Content -- -- -- (50) (50) (50) (50) (50) (50) Adjustments ($652) ($615) ($553) ($19) ($16) ($13) ($671) ($631) ($566) Free Cash Flow $333 $406 $516 $3.6 $13 $22 $337 $419 $539 Average Shares Outstanding 52 49 46 52 49 46 (2) FCF / Share $6.38 $8.29 $11.15 $6.44 $8.56 $11.64 FCF / Share Accretion / (Dilution) -- -- -- 1.1% 3.3% 4.3% Source: AMCX and RLJE 2018 management long range plans. (1) Adjusted for tax reform. Assumes 25% effective tax rate. 4 (2) Excludes the impact of NOLs.
Pro Forma EPS Impact PF EPS Reconciliation AMCX RLJE Pro Forma ($ in millions) 2018E 2019E 2020E 2018E 2019E 2020E 2018E 2019E 2020E Adjusted EBITDA $985 $1,020 $1,070 $23 $29 $35 $1,008 $1,050 $1,105 (-) AMCX D&A (72) (76) (80) -- -- -- (72) (76) (80) (-) RLJE D&A -- -- -- (7) (9) (10) (7) (9) (10) (-) AMCX SBC (36) (38) (40) -- -- -- (36) (38) (40) (-) Net Interest (141) (142) (140) (0) (0) (0) (142) (142) (141) (1) (-) Taxes (184) (191) (202) (4) (5) (6) (188) (196) (208) Adjustments ($433) ($447) ($463) ($11) ($14) ($17) ($445) ($461) ($479) Net Income $552 $574 $607 $11 $15 $18 $563 $589 $625 Average Shares Outstanding 52 49 46 52 49 46 (2) EPS $10.57 $11.71 $13.11 $10.78 $12.02 $13.50 EPS Accretion / (Dilution) -- -- -- 2.0% 2.7% 3.0% Source: AMCX and RLJE 2018 management long range plans. (1) Adjusted for tax reform. Assumes 25% effective tax rate. 5 (2) Excludes the impact of NOLs. Pro Forma EPS Impact PF EPS Reconciliation AMCX RLJE Pro Forma ($ in millions) 2018E 2019E 2020E 2018E 2019E 2020E 2018E 2019E 2020E Adjusted EBITDA $985 $1,020 $1,070 $23 $29 $35 $1,008 $1,050 $1,105 (-) AMCX D&A (72) (76) (80) -- -- -- (72) (76) (80) (-) RLJE D&A -- -- -- (7) (9) (10) (7) (9) (10) (-) AMCX SBC (36) (38) (40) -- -- -- (36) (38) (40) (-) Net Interest (141) (142) (140) (0) (0) (0) (142) (142) (141) (1) (-) Taxes (184) (191) (202) (4) (5) (6) (188) (196) (208) Adjustments ($433) ($447) ($463) ($11) ($14) ($17) ($445) ($461) ($479) Net Income $552 $574 $607 $11 $15 $18 $563 $589 $625 Average Shares Outstanding 52 49 46 52 49 46 (2) EPS $10.57 $11.71 $13.11 $10.78 $12.02 $13.50 EPS Accretion / (Dilution) -- -- -- 2.0% 2.7% 3.0% Source: AMCX and RLJE 2018 management long range plans. (1) Adjusted for tax reform. Assumes 25% effective tax rate. 5 (2) Excludes the impact of NOLs.
Public Peer Comparables (US $ in millions) (@ Current Stock Price) (@ $4.25 Stock Price) Firm Value Build Share Price $285.93 $12.95 $3.87 $4.25 TSM Shares 450 16 16 20 Equity Value $128,715 $210 $63 $85 Net Debt and Other 3,189 (41) 48 49 Firm Value $131,904 $169 $111 $134 Financials '18E Revenue $14,996 $41 $103 $103 '18E EBITDA 1,936 (20) 21 21 Margin % 13% (49%) 20% 20% Growth Forw ard '17-'19 Revenue 27% NA 23% 23% '17-'19 EBITDA 85 NA 21 21 '17-'19 Subs 16 NA 41 41 (1) Historical (YoY % Change) Revenue ('3Q16-3Q17) 30% 69% 18% 18% EBITDA ('3Q16-3Q17) 90 NM 3 3 Subscribers ('3Q16-3Q17) 33 73 58 58 Valuation Multiples FV / '18 Revenue 8.8x 4.1x 1.1x 1.3x FV / '19 Revenue 7.0 NA 0.9 1.0 FV / '18 EBITDA 68.1 NM 5.3 6.4 FV / '19 EBITDA 42.6 NA 4.9 5.9 FV / Current Subscribers $1,192 $544 $180 $217 Source: Factset, Company filings, Wall Street research. Note: Market data as of 2/23/2018. 6 (1) YoY % Change from 2015 to 2016 for Private Subsidiaries. Public Peer Comparables (US $ in millions) (@ Current Stock Price) (@ $4.25 Stock Price) Firm Value Build Share Price $285.93 $12.95 $3.87 $4.25 TSM Shares 450 16 16 20 Equity Value $128,715 $210 $63 $85 Net Debt and Other 3,189 (41) 48 49 Firm Value $131,904 $169 $111 $134 Financials '18E Revenue $14,996 $41 $103 $103 '18E EBITDA 1,936 (20) 21 21 Margin % 13% (49%) 20% 20% Growth Forw ard '17-'19 Revenue 27% NA 23% 23% '17-'19 EBITDA 85 NA 21 21 '17-'19 Subs 16 NA 41 41 (1) Historical (YoY % Change) Revenue ('3Q16-3Q17) 30% 69% 18% 18% EBITDA ('3Q16-3Q17) 90 NM 3 3 Subscribers ('3Q16-3Q17) 33 73 58 58 Valuation Multiples FV / '18 Revenue 8.8x 4.1x 1.1x 1.3x FV / '19 Revenue 7.0 NA 0.9 1.0 FV / '18 EBITDA 68.1 NM 5.3 6.4 FV / '19 EBITDA 42.6 NA 4.9 5.9 FV / Current Subscribers $1,192 $544 $180 $217 Source: Factset, Company filings, Wall Street research. Note: Market data as of 2/23/2018. 6 (1) YoY % Change from 2015 to 2016 for Private Subsidiaries.
OTT Subscriber Landscape US Paid Subscribers (in mm) SVOD Aggregator SVOD Standalone vMVPD 52.8 (1) 40.9 17.0 5.0 5.0 2.3 2.2 1.2 0.7 0.6 0.3 Netflix Amazon Hulu HBO Now CBS All Access STARZ RLJE Gaia Sling DTVNOW PSVue / Source: Public filings. (1) Estimated Amazon Prime subscribers 7 OTT Subscriber Landscape US Paid Subscribers (in mm) SVOD Aggregator SVOD Standalone vMVPD 52.8 (1) 40.9 17.0 5.0 5.0 2.3 2.2 1.2 0.7 0.6 0.3 Netflix Amazon Hulu HBO Now CBS All Access STARZ RLJE Gaia Sling DTVNOW PSVue / Source: Public filings. (1) Estimated Amazon Prime subscribers 7
RLJE Offer Premium Premium Against Premium / Metric Source Closing Price 9.8% / $3.8704 (2/23/2018) 10 Day VWAP 12.3% / $3.7831 (2/9/2017 – 2/23/2018) Closing Price 126.1% / $1.8800 (8/18/2016) 8 Source: Bloomberg. RLJE Offer Premium Premium Against Premium / Metric Source Closing Price 9.8% / $3.8704 (2/23/2018) 10 Day VWAP 12.3% / $3.7831 (2/9/2017 – 2/23/2018) Closing Price 126.1% / $1.8800 (8/18/2016) 8 Source: Bloomberg.
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Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.
Exhibit (c)(vii) Citi Corporate & Investment Banking | Global Media & Communications Group April 20, 2018 DRAFT PRELIMINARY & CONFIDENTIAL Subject to further review and revision Discussion Materials Project River Strictly Private and Confidential Exhibit (c)(vii) Citi Corporate & Investment Banking | Global Media & Communications Group April 20, 2018 DRAFT PRELIMINARY & CONFIDENTIAL Subject to further review and revision Discussion Materials Project River Strictly Private and Confidential
Table of Contents 1. Market Data 1 2. Company Plan Analysis 3 3. Next Steps 9 Table of Contents 1. Market Data 1 2. Company Plan Analysis 3 3. Next Steps 9
1. Market Data 1. Market Data
Preliminary Draft Subject to Review RLJE Share Price Performance Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Feb 26, 2018: First trading day Financial obligation Announced debt Completes capital Receives delisting Announces 1:3 Announces debt AMCX announces following acquisition and credit facility refinancing restructuring warning letter reverse stock split transaction with offer to take RLJE of Image agreement through sale of from NASDAQ for AMCX, stock rises private for $4.25 Entertainment and modified warrants and trading below $1 14%, but subsequently per share Acorn Media by preferred trades back down in RLJ SPAC the following days 100% S&P 84.3% 80% 60% 40% LTM Stock Price Performance 120% Feb 26, 2018 20% 68.2% 70% 0% 20% 15.2% (20%) (30%) (40%) Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 (60%) (80%) (81.4%) (100%) Oct-12 Apr-13 Oct-13 Apr-14 Oct-14 Apr-15 Oct-15 Apr-16 Oct-16 Apr-17 Oct-17 Apr-18 Source: FactSet, Bloomberg. 1 Note: Market data as of April 19, 2018. Preliminary Draft Subject to Review RLJE Share Price Performance Price History Since 10/4/2012 Oct 4, 2012: Jun 28, 2013: Sep 11, 2014: May 20, 2015: Jan 15, 2016: Jun 9, 2016: Oct 17, 2016: Feb 26, 2018: First trading day Financial obligation Announced debt Completes capital Receives delisting Announces 1:3 Announces debt AMCX announces following acquisition and credit facility refinancing restructuring warning letter reverse stock split transaction with offer to take RLJE of Image agreement through sale of from NASDAQ for AMCX, stock rises private for $4.25 Entertainment and modified warrants and trading below $1 14%, but subsequently per share Acorn Media by preferred trades back down in RLJ SPAC the following days 100% S&P 84.3% 80% 60% 40% LTM Stock Price Performance 120% Feb 26, 2018 20% 68.2% 70% 0% 20% 15.2% (20%) (30%) (40%) Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 (60%) (80%) (81.4%) (100%) Oct-12 Apr-13 Oct-13 Apr-14 Oct-14 Apr-15 Oct-15 Apr-16 Oct-16 Apr-17 Oct-17 Apr-18 Source: FactSet, Bloomberg. 1 Note: Market data as of April 19, 2018.
Preliminary Draft Subject to Review Post Announcement Trading Performance RLJE announced that Daily Share Price & Volume Commentary the special committee (2/23/2018 – Current, Volume in 000s) 800 retained advisors · Since announcement, the share price has grinded 700 AMC announced take $5.00 $5.00 private offer higher against a backdrop 600 of choppy volume and large price fluctuations $4.50 $4.50 500 $4.66 425 (10% premium to offer – The current share 400 20% premium to RLJE 2017 earnings price puts a high $4.00 $4.00 unaffected) release probability on the 300 $3.87 deal closing (Unaffected) RLJE CFO announced 200 resignation $3.50 $3.50 · The market is anticipating 64 58 100 43 a bump (inferred by the 28 32 26 26 28 25 19 14 15 16 18 14 15 14 17 14 13 18 13 6 5 8 4 7 8 6 5 4 5 2 3 3 2 3 3 spread between the current $3.0 00 $3.00 trading price and the $4.25 2/23 2/27 3/1 3/5 3/7 3/9 3/13 3/15 3/19 3/21 3/23 3/27 3/29 4/3 4/5 4/9 4/11 4/13 4/17 4/19 offer price) Volume Share Price Trading Volume Distribution (Trading Volume vs. Price Per Share, Shares in 000’s, Since Announcement) 314 Total Trade Volume: 1,023k shares Post Percent of Total Shares Outstanding: 7% Announcement VWAP of $4.48 (6% premium to offer / 16% premium to unaffected) 146 121 101 94 85 72 47 16 14 13 $4.15 - $4.25 $4.25 - $4.35 $4.35 - $4.45 $4.45 - $4.55 $4.55 - $4.65 $4.65 - $4.75 $4.75 - $4.85 $4.85 - $4.95 $4.95 - $5.05 $5.05 - $5.15 $5.15 - $5.25 Source: Bloomberg, FactSet. 2 Note: Market data as of April 19, 2018. Volume includes trading volume on day of announcement on February 23, 2018. Preliminary Draft Subject to Review Post Announcement Trading Performance RLJE announced that Daily Share Price & Volume Commentary the special committee (2/23/2018 – Current, Volume in 000s) 800 retained advisors · Since announcement, the share price has grinded 700 AMC announced take $5.00 $5.00 private offer higher against a backdrop 600 of choppy volume and large price fluctuations $4.50 $4.50 500 $4.66 425 (10% premium to offer – The current share 400 20% premium to RLJE 2017 earnings price puts a high $4.00 $4.00 unaffected) release probability on the 300 $3.87 deal closing (Unaffected) RLJE CFO announced 200 resignation $3.50 $3.50 · The market is anticipating 64 58 100 43 a bump (inferred by the 28 32 26 26 28 25 19 14 15 16 18 14 15 14 17 14 13 18 13 6 5 8 4 7 8 6 5 4 5 2 3 3 2 3 3 spread between the current $3.0 00 $3.00 trading price and the $4.25 2/23 2/27 3/1 3/5 3/7 3/9 3/13 3/15 3/19 3/21 3/23 3/27 3/29 4/3 4/5 4/9 4/11 4/13 4/17 4/19 offer price) Volume Share Price Trading Volume Distribution (Trading Volume vs. Price Per Share, Shares in 000’s, Since Announcement) 314 Total Trade Volume: 1,023k shares Post Percent of Total Shares Outstanding: 7% Announcement VWAP of $4.48 (6% premium to offer / 16% premium to unaffected) 146 121 101 94 85 72 47 16 14 13 $4.15 - $4.25 $4.25 - $4.35 $4.35 - $4.45 $4.45 - $4.55 $4.55 - $4.65 $4.65 - $4.75 $4.75 - $4.85 $4.85 - $4.95 $4.95 - $5.05 $5.05 - $5.15 $5.15 - $5.25 Source: Bloomberg, FactSet. 2 Note: Market data as of April 19, 2018. Volume includes trading volume on day of announcement on February 23, 2018.
2. Company Plan Analysis 2. Company Plan Analysis
Preliminary Draft Subject to Review Updated RLJE Long Range Plan ($ in thousands) 2017A 2018E 2019E 2020E 2021E 2022E '18E - '22E CAGR Subscribers ('000s) Acorn TV 633 980 1,154 1,327 1,526 1,755 UMC 55 110 244 488 732 1,098 Total Subscribers 688 1,090 1,398 1,815 2,258 2,853 27% Financials PSVOD $27,194 $42,537 $57,025 $74,996 $95,074 $119,303 IP 47 117 117 117 117 117 Wholesale 59,063 60,325 57,397 55,159 55,159 55,159 Total Revenue $86,304 $102,978 $114,538 $130,271 $150,350 $174,579 14% PSVOD $9,830 $15,152 $20,407 $28,377 $37,171 $49,855 (1) IP 5,548 3,779 3,620 3,625 3,629 3,633 Wholesale 7,955 10,853 9,573 9,170 9,170 8,917 Corporate (11,008) (11,929) (11,892) (12,729) (15,960) (18,763) Operating Income $12,326 $17,855 $21,709 $28,443 $34,010 $43,643 25% Margins improve as business mix shifts to Margin (%) 14% 17% 19% 22% 23% 25% PSVOD Dividends in Excess of Equity Earnings -- -- 500 500 501 501 Basis-Difference Amortization 460 467 432 432 432 432 Step up Amortization 3,234 2,600 -- -- -- -- Adj. EBITDA $16,020 $20,923 $22,641 $29,375 $34,943 $44,576 21% Margin (%) 19% 20% 20% 23% 23% 26% Income Tax (148) -- -- -- -- No working capital Capex (2,919) (2,000) (2,000) (2,000) (2,000) funding need despite (2) Other (2,632) -- -- -- -- forecasted need from company Working Capital Changes (461) -- -- -- -- Content Amortization (net of Step up) 36,068 37,118 41,369 45,869 48,994 Content spend flat Investment in Content (51,160) (50,000) (50,000) (50,000) (50,000) despite growing % of PSVOD Revenue 120% 88% 67% 53% 42% subscriber base Per Total Subscribers ($) $47 $36 $28 $22 $18 Cash Interest Expense (642) -- -- -- -- Free Cash Flow ($972) $7,759 $18,743 $28,811 $41,569 NM Further diligence FCF Conversion (%) (5%) 34% 64% 82% 93% required to understand Cash Flow from Financing Activities -- -- (13,000) (10,000) -- business trajectory and validation Preferred Dividend Payment (1,432) (1,432) (716) -- -- Change in Cash ($2,404) $6,327 $5,027 $18,811 $41,569 NM Source: RLJE Management. Note: LRP received on April 14, 2018. (1) Includes Agatha Christie equity contribution. 3 (2) Includes adjustments to ACL and notes payable to RLJ companies. Preliminary Draft Subject to Review Updated RLJE Long Range Plan ($ in thousands) 2017A 2018E 2019E 2020E 2021E 2022E '18E - '22E CAGR Subscribers ('000s) Acorn TV 633 980 1,154 1,327 1,526 1,755 UMC 55 110 244 488 732 1,098 Total Subscribers 688 1,090 1,398 1,815 2,258 2,853 27% Financials PSVOD $27,194 $42,537 $57,025 $74,996 $95,074 $119,303 IP 47 117 117 117 117 117 Wholesale 59,063 60,325 57,397 55,159 55,159 55,159 Total Revenue $86,304 $102,978 $114,538 $130,271 $150,350 $174,579 14% PSVOD $9,830 $15,152 $20,407 $28,377 $37,171 $49,855 (1) IP 5,548 3,779 3,620 3,625 3,629 3,633 Wholesale 7,955 10,853 9,573 9,170 9,170 8,917 Corporate (11,008) (11,929) (11,892) (12,729) (15,960) (18,763) Operating Income $12,326 $17,855 $21,709 $28,443 $34,010 $43,643 25% Margins improve as business mix shifts to Margin (%) 14% 17% 19% 22% 23% 25% PSVOD Dividends in Excess of Equity Earnings -- -- 500 500 501 501 Basis-Difference Amortization 460 467 432 432 432 432 Step up Amortization 3,234 2,600 -- -- -- -- Adj. EBITDA $16,020 $20,923 $22,641 $29,375 $34,943 $44,576 21% Margin (%) 19% 20% 20% 23% 23% 26% Income Tax (148) -- -- -- -- No working capital Capex (2,919) (2,000) (2,000) (2,000) (2,000) funding need despite (2) Other (2,632) -- -- -- -- forecasted need from company Working Capital Changes (461) -- -- -- -- Content Amortization (net of Step up) 36,068 37,118 41,369 45,869 48,994 Content spend flat Investment in Content (51,160) (50,000) (50,000) (50,000) (50,000) despite growing % of PSVOD Revenue 120% 88% 67% 53% 42% subscriber base Per Total Subscribers ($) $47 $36 $28 $22 $18 Cash Interest Expense (642) -- -- -- -- Free Cash Flow ($972) $7,759 $18,743 $28,811 $41,569 NM Further diligence FCF Conversion (%) (5%) 34% 64% 82% 93% required to understand Cash Flow from Financing Activities -- -- (13,000) (10,000) -- business trajectory and validation Preferred Dividend Payment (1,432) (1,432) (716) -- -- Change in Cash ($2,404) $6,327 $5,027 $18,811 $41,569 NM Source: RLJE Management. Note: LRP received on April 14, 2018. (1) Includes Agatha Christie equity contribution. 3 (2) Includes adjustments to ACL and notes payable to RLJ companies.
Preliminary Draft Subject to Review Key Diligence Items · AMC and Citi should sensitize the RLJE plan based on the findings from confirmatory diligence Priority Areas that Require Further Diligence Confirm the change in working capital projections provided in the management plan are reasonable Working Capital given recent DSO trends Customer Confirm the terms of the existing commercial agreements including financial terms, expiration and Agreements renewal rights Confirm content spend projected in the management plan is sufficient to support PSVOD growth Content Spend projections CoC Liabilities Confirm there are no liabilities triggered in a change of control that haven’t been accounted for 4 Preliminary Draft Subject to Review Key Diligence Items · AMC and Citi should sensitize the RLJE plan based on the findings from confirmatory diligence Priority Areas that Require Further Diligence Confirm the change in working capital projections provided in the management plan are reasonable Working Capital given recent DSO trends Customer Confirm the terms of the existing commercial agreements including financial terms, expiration and Agreements renewal rights Confirm content spend projected in the management plan is sufficient to support PSVOD growth Content Spend projections CoC Liabilities Confirm there are no liabilities triggered in a change of control that haven’t been accounted for 4
Preliminary Draft Subject to Review PSVOD Summary Financials & Statistics Acorn TV UMC PSVOD Consolidated 2,853 Subscribers (‘000s) 2,258 1,815 1,755 1,526 1,398 1,327 1,154 1,098 1,090 980 732 488 244 110 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Growth 55% 18% 15% 15% 15% 100% 122% 100% 50% 50% 58% 28% 30% 24% 26% Net Revenue $119 ($ in mm) $95 $77 $75 $67 $58 $57 $48 $43 $43 $39 $28 $17 $9 $4 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Growth NA 26% 19% 15% 15% NA 114% 100% 67% 50% 19% 34% 32% 27% 25% EBITDA Contribution $50 ($ in mm) $37 $32 $28 $28 $25 $20 $20 $18 $16 $15 $10 $4 ($0) ($1) 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Margin 33% 33% 33% 32% 32% NA NA 17% 26% 33% 28% 28% 29% 30% 33% 5 Source: RLJE Management. Preliminary Draft Subject to Review PSVOD Summary Financials & Statistics Acorn TV UMC PSVOD Consolidated 2,853 Subscribers (‘000s) 2,258 1,815 1,755 1,526 1,398 1,327 1,154 1,098 1,090 980 732 488 244 110 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Growth 55% 18% 15% 15% 15% 100% 122% 100% 50% 50% 58% 28% 30% 24% 26% Net Revenue $119 ($ in mm) $95 $77 $75 $67 $58 $57 $48 $43 $43 $39 $28 $17 $9 $4 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Growth NA 26% 19% 15% 15% NA 114% 100% 67% 50% 19% 34% 32% 27% 25% EBITDA Contribution $50 ($ in mm) $37 $32 $28 $28 $25 $20 $20 $18 $16 $15 $10 $4 ($0) ($1) 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Margin 33% 33% 33% 32% 32% NA NA 17% 26% 33% 28% 28% 29% 30% 33% 5 Source: RLJE Management.
Preliminary Draft Subject to Review LRP Comparison – 2017 Plan vs. 2018 Plan 2018 LRP Revenue Adj. EBITDA ($ in mm) ($ in mm) 2017 LRP ’17 - ’20 ’17 - ’20 CAGR CAGR 14.7% 33.6% $37 $45 $175 22.4% 14.3% $136 $29 $35 $150 $118 $23 $29 $130 $103 $16 $23 $115 $91 $21 $103 $15 $86 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan 4% (7%) (23%) (20%) (5%) (0%) (3%) (4%) Free Cash Flow Adj. EBITDA Margin ($ in mm) ’17 - ’20 CAGR 26% NM 27% 94.9% 23% $42 23% 25% $23 22% $29 20% 20% 19% $19 $16 $6 $3 $8 17% ($1) 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan (115%) (52%) (19%) 2% (2%) (5%) (4%) Source: RLJE Management. 6 Note: 2017 LRP received in January 2017. 2018 LRP received in April 2018. Preliminary Draft Subject to Review LRP Comparison – 2017 Plan vs. 2018 Plan 2018 LRP Revenue Adj. EBITDA ($ in mm) ($ in mm) 2017 LRP ’17 - ’20 ’17 - ’20 CAGR CAGR 14.7% 33.6% $37 $45 $175 22.4% 14.3% $136 $29 $35 $150 $118 $23 $29 $130 $103 $16 $23 $115 $91 $21 $103 $15 $86 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan 4% (7%) (23%) (20%) (5%) (0%) (3%) (4%) Free Cash Flow Adj. EBITDA Margin ($ in mm) ’17 - ’20 CAGR 26% NM 27% 94.9% 23% $42 23% 25% $23 22% $29 20% 20% 19% $19 $16 $6 $3 $8 17% ($1) 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan (115%) (52%) (19%) 2% (2%) (5%) (4%) Source: RLJE Management. 6 Note: 2017 LRP received in January 2017. 2018 LRP received in April 2018.
Preliminary Draft Subject to Review LRP Comparison – 2017 Plan vs. 2018 Plan (Cont.) 2018 LRP Investment in Content Total Subscribers ($ in mm) (in ‘000s) 2017 LRP ’17 - ’20 ’17 - ’20 CAGR CAGR $53 $52 38.2% $51 (1.9%) $50 $50 $50 2,853 37.5% 8.3% $50 $48 $45 1,891 $34 2,258 $41 $32 1,462 1,815 1,090 1,398 728 1,057 688 2016A 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E (1) New Plan vs. Old Plan New Plan vs. Old Plan 29% 14% 4% (4%) 7% 29% 14% 4% (4%) (5%) 3% (4%) (4%) UMC Subscribers Acorn Subscribers (in ‘000s) (in ‘000s) ’17 - ’20 ’17 - ’20 CAGR CAGR 1,755 107.0% 1,513 28.0% 1,098 81.7% 31.5% 1,526 1,210 1,327 732 488 980 1,154 252 931 378 126 665 63 244 110 55 633 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan (5%) 5% (5%) (12%) (13%) (13%) (3%) 29% Source: RLJE Management. Note: 2017 LRP received in January 2017. 2018 LRP received in April 2018. 7 (1) 2016 and 2017 New Plan based on company filings. Preliminary Draft Subject to Review LRP Comparison – 2017 Plan vs. 2018 Plan (Cont.) 2018 LRP Investment in Content Total Subscribers ($ in mm) (in ‘000s) 2017 LRP ’17 - ’20 ’17 - ’20 CAGR CAGR $53 $52 38.2% $51 (1.9%) $50 $50 $50 2,853 37.5% 8.3% $50 $48 $45 1,891 $34 2,258 $41 $32 1,462 1,815 1,090 1,398 728 1,057 688 2016A 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E (1) New Plan vs. Old Plan New Plan vs. Old Plan 29% 14% 4% (4%) 7% 29% 14% 4% (4%) (5%) 3% (4%) (4%) UMC Subscribers Acorn Subscribers (in ‘000s) (in ‘000s) ’17 - ’20 ’17 - ’20 CAGR CAGR 1,755 107.0% 1,513 28.0% 1,098 81.7% 31.5% 1,526 1,210 1,327 732 488 980 1,154 252 931 378 126 665 63 244 110 55 633 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan (5%) 5% (5%) (12%) (13%) (13%) (3%) 29% Source: RLJE Management. Note: 2017 LRP received in January 2017. 2018 LRP received in April 2018. 7 (1) 2016 and 2017 New Plan based on company filings.
Preliminary Draft Subject to Review LRP Comparison – 2017 Plan vs. 2018 Plan (Cont.) 2018 LRP PSVOD Revenue Wholesale Revenue ($ in mm) ($ in mm) 2017 LRP ’17 - ’20 ’17 - ’20 CAGR CAGR $63 40.2% $60 42.0% $119 $80 $58 $60 $95 (2.3%) $60 $59 $55 $75 (4.1%) $43 $57 $28 $57 $55 $55 $55 $43 $27 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan (3%) (1%) (6%) (7%) (6%) 0% (1%) (1%) PSVOD EBITDA Wholesale EBITDA ($ in mm) ($ in mm) ’17 - ’20 ’17 - ’20 CAGR CAGR 42.4 % 46.3% $40 $50 $11 $30 $37 4.9% $8 $8 $10 $20 $9 $9 $9 $28 $13 $6 (7.9%) $6 $8 $20 $15 $10 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan (23%) (22%) (32%) (29%) 0% 36% 47% 48% Source: RLJE Management. 8 Note: 2017 LRP received in January 2017. 2018 LRP received in April 2018. Preliminary Draft Subject to Review LRP Comparison – 2017 Plan vs. 2018 Plan (Cont.) 2018 LRP PSVOD Revenue Wholesale Revenue ($ in mm) ($ in mm) 2017 LRP ’17 - ’20 ’17 - ’20 CAGR CAGR $63 40.2% $60 42.0% $119 $80 $58 $60 $95 (2.3%) $60 $59 $55 $75 (4.1%) $43 $57 $28 $57 $55 $55 $55 $43 $27 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan (3%) (1%) (6%) (7%) (6%) 0% (1%) (1%) PSVOD EBITDA Wholesale EBITDA ($ in mm) ($ in mm) ’17 - ’20 ’17 - ’20 CAGR CAGR 42.4 % 46.3% $40 $50 $11 $30 $37 4.9% $8 $8 $10 $20 $9 $9 $9 $28 $13 $6 (7.9%) $6 $8 $20 $15 $10 2017A 2018E 2019E 2020E 2021E 2022E 2017A 2018E 2019E 2020E 2021E 2022E New Plan vs. Old Plan New Plan vs. Old Plan (23%) (22%) (32%) (29%) 0% 36% 47% 48% Source: RLJE Management. 8 Note: 2017 LRP received in January 2017. 2018 LRP received in April 2018.
3. Next Steps 3. Next Steps
Preliminary Draft Subject to Review Selected Precedent US Minority Squeeze-outs Equity Value Acquiror Offer Unaffected Premium Bump Summary Annc. Date Target Acquiror ($ mm) Voting % Price 1 Day 1 Month Bumps Total Bump Avg. Bump 11/09/17 Alon USA Partners LP Delek US Holdings Inc $160 82% $13.56 (0%) 16% 2 18% 9% 12/19/16 Calamos Asset Management Management Buyout $134 97% $8.25 12% 19% 4 6% 2% 03/09/16 Crown Media Holdings Hallmark Cards $176 90% $5.05 2% 15% – 0% 0% 03/07/16 National Interstate American Financial Group $311 51% $32.00 42% 37% 3 14% 5% 02/29/16 Federal-Mogul Holdings Icahn Enterprises $305 82% $9.25 86% 98% 2 32% 16% 12/05/15 Keurig Green Mountain Inc Dr Pepper Snapple Group Inc $20,884 87% $92.00 78% 81% 4 8% 2% 11/28/12 Sauer-Danfoss, Inc. Danfoss A/S $691 76% $58.50 49% 49% 4 19% 5% 09/26/12 American Greetings Management Buyout $577 43% $19.00 32% 33% 5 11% 2% 02/24/12 Kenneth Cole Productions Kenneth Cole $147 89% $15.25 17% 26% 4 2% 0% 01/16/12 Venoco Inc Timothy Marquez $383 50% $12.50 63% 69% – 0% 0% 06/16/11 C&D Technologies Angelo Gordon $52 86% $9.75 18% 18% 2 3% 1% 01/19/11 XO Holdings ACF Industries $96 92% $1.40 84% 103% 4 100% 25% 12/04/10 Caraco Pharmaceutical Labs Sun Pharmaceutical $51 76% $5.25 16% 16% 2 11% 5% 11/15/10 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 4 46% 11% 11/01/10 CNA Surety CNA Financial $454 61% $26.55 38% 49% 4 21% 5% 07/10/10 Playboy Hugh Hefner $137 70% $6.15 51% 54% 6 3% 0% 03/21/10 CNX Gas Corp. CONSOL Energy Inc. $964 83% $38.25 46% 43% – 0% 0% 09/09/09 Landry's Restaurants Inc. Tilman J. Fertitta $178 57% $24.50 126% 155% 8 88% 11% 09/04/09 Odyssey Re Holdings Fairfax Financial Holdings Ltd. $1,050 73% $65.00 29% 40% 3 12% 4% 07/13/09 iBasis KPN NV $93 56% $3.00 131% 117% 2 94% 47% 04/20/09 PepsiAmericas, Inc. PepsiCo, Inc. $2,028 43% $28.50 43% 79% 3 22% 7% 03/25/09 Hearst-Argyle Television Hearst Corp. $77 76% $4.50 115% 150% 1 13% 13% 03/22/09 Cox Radio Cox Enterprises $82 96% $4.80 45% (6%) 4 26% 7% 07/21/08 Genentech Inc Roche Holding AG $44,291 56% $95.00 16% 28% 3 7% 2% 03/10/08 Nationwide Financial Services National Mutual Insurance $2,412 95% $52.25 38% 28% 2 11% 5% 26 Transactions Average 48% 55% 3 23% 7% On average, acquirors increase their initial offer by Median 42 41 3 12 5 nd ~10% (i.e., 2 offer price vs. initial offer price) Acquiror Typically Must Increase Offer … … On Average, +22.6% from Initial Offer No Apparent Relationship Between Voting % Number of Bumps % Change in Offer Price and Premium 160% 8 8 140% 120% 6 6 6 100% 80% 4 60% 3 3 3 2 40% 1 20% 0% 40% 60% 80% 100% -20% 0 1 2 3 4 5+ 0 - 5% 6 - 10% 11 - 15% 16 - 20% >20% Source: Public filings, Citi Ready Analytics, MergerMarket. Note: Listed transactions represent greater than $50mm equity value, since 2008. 9 Excludes acquisitions with voting control acquired <40%, non-U.S. targets and non comparable situations including limited partner roll-ups. Preliminary Draft Subject to Review Selected Precedent US Minority Squeeze-outs Equity Value Acquiror Offer Unaffected Premium Bump Summary Annc. Date Target Acquiror ($ mm) Voting % Price 1 Day 1 Month Bumps Total Bump Avg. Bump 11/09/17 Alon USA Partners LP Delek US Holdings Inc $160 82% $13.56 (0%) 16% 2 18% 9% 12/19/16 Calamos Asset Management Management Buyout $134 97% $8.25 12% 19% 4 6% 2% 03/09/16 Crown Media Holdings Hallmark Cards $176 90% $5.05 2% 15% – 0% 0% 03/07/16 National Interstate American Financial Group $311 51% $32.00 42% 37% 3 14% 5% 02/29/16 Federal-Mogul Holdings Icahn Enterprises $305 82% $9.25 86% 98% 2 32% 16% 12/05/15 Keurig Green Mountain Inc Dr Pepper Snapple Group Inc $20,884 87% $92.00 78% 81% 4 8% 2% 11/28/12 Sauer-Danfoss, Inc. Danfoss A/S $691 76% $58.50 49% 49% 4 19% 5% 09/26/12 American Greetings Management Buyout $577 43% $19.00 32% 33% 5 11% 2% 02/24/12 Kenneth Cole Productions Kenneth Cole $147 89% $15.25 17% 26% 4 2% 0% 01/16/12 Venoco Inc Timothy Marquez $383 50% $12.50 63% 69% – 0% 0% 06/16/11 C&D Technologies Angelo Gordon $52 86% $9.75 18% 18% 2 3% 1% 01/19/11 XO Holdings ACF Industries $96 92% $1.40 84% 103% 4 100% 25% 12/04/10 Caraco Pharmaceutical Labs Sun Pharmaceutical $51 76% $5.25 16% 16% 2 11% 5% 11/15/10 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 4 46% 11% 11/01/10 CNA Surety CNA Financial $454 61% $26.55 38% 49% 4 21% 5% 07/10/10 Playboy Hugh Hefner $137 70% $6.15 51% 54% 6 3% 0% 03/21/10 CNX Gas Corp. CONSOL Energy Inc. $964 83% $38.25 46% 43% – 0% 0% 09/09/09 Landry's Restaurants Inc. Tilman J. Fertitta $178 57% $24.50 126% 155% 8 88% 11% 09/04/09 Odyssey Re Holdings Fairfax Financial Holdings Ltd. $1,050 73% $65.00 29% 40% 3 12% 4% 07/13/09 iBasis KPN NV $93 56% $3.00 131% 117% 2 94% 47% 04/20/09 PepsiAmericas, Inc. PepsiCo, Inc. $2,028 43% $28.50 43% 79% 3 22% 7% 03/25/09 Hearst-Argyle Television Hearst Corp. $77 76% $4.50 115% 150% 1 13% 13% 03/22/09 Cox Radio Cox Enterprises $82 96% $4.80 45% (6%) 4 26% 7% 07/21/08 Genentech Inc Roche Holding AG $44,291 56% $95.00 16% 28% 3 7% 2% 03/10/08 Nationwide Financial Services National Mutual Insurance $2,412 95% $52.25 38% 28% 2 11% 5% 26 Transactions Average 48% 55% 3 23% 7% On average, acquirors increase their initial offer by Median 42 41 3 12 5 nd ~10% (i.e., 2 offer price vs. initial offer price) Acquiror Typically Must Increase Offer … … On Average, +22.6% from Initial Offer No Apparent Relationship Between Voting % Number of Bumps % Change in Offer Price and Premium 160% 8 8 140% 120% 6 6 6 100% 80% 4 60% 3 3 3 2 40% 1 20% 0% 40% 60% 80% 100% -20% 0 1 2 3 4 5+ 0 - 5% 6 - 10% 11 - 15% 16 - 20% >20% Source: Public filings, Citi Ready Analytics, MergerMarket. Note: Listed transactions represent greater than $50mm equity value, since 2008. 9 Excludes acquisitions with voting control acquired <40%, non-U.S. targets and non comparable situations including limited partner roll-ups.
Preliminary Draft Subject to Review RLJE Analysis at Various Prices 10% premium to current 20% premium to current offer of $4.25 offer of $4.25 ($ in mm) Current (9%) (3%) 2% 7% 13% 18% Share Price $4.66 $4.25 $4.50 $4.68 $4.75 $5.00 $5.10 $5.25 $5.50 Basic Shares 15.1 15.1 15.1 15.1 29.2 15.1 15.1 15.1 15.1 (+) Net Warrants & RSUs 27.3 26.6 27.1 27.4 13.5 27.9 28.1 28.3 28.7 TSM Shares 42.5 41.8 42.2 42.5 42.6 43.0 43.2 43.5 43.8 Price % Premium to Current $4.66 -- (9%) (3%) 0% 2% 7% 9% 13% 18% % Premium / (Discount) to 52 Week High 5.24 (11) (19) (14) (11) (9) (5) (3) 0 5 % Premium to 52 Week Low 2.49 87 71 81 88 91 101 105 111 121 % Premium / (Discount) to VWAP Since Offer $4.48 4% (5%) 0% 4% 6% 12% 14% 17% 23% 90-Day 4.37 7 (3) 3 7 9 14 17 20 26 1-Year 3.60 29 18 25 30 32 39 42 46 53 % Premium to Offer 4.25 10 -- 6 10 12 18 20 24 29 % Premium to Unaffected Price 3.87 20 10 16 21 23 29 32 36 42 Common Equity Value $198 $177 $190 $199 $203 $215 $220 $228 $241 (+) Preferred Equity 14 13 13 14 24 15 15 16 16 (+) CoC Premium on Preferred 3 3 3 3 6 4 4 4 4 (+) Net Debt 17 17 17 17 17 17 17 17 17 (-) NPV of NOLs (8) (8) (8) (8) (8) (8) (8) (8) (8) (1) (-) Unconsolidated Agatha Christie Investment (38) (38) (38) (38) (38) (38) (38) (38) (38) Firm Value $187 $165 $178 $187 $204 $205 $211 $219 $233 Cash Consideration from AM C (100% cash deal) $47 $43 $46 $48 $48 $51 $52 $54 $57 Difference vs. Offer -- 3 5 6 8 10 11 14 Market Multiples Metric (2) FV / EBITDA 2018E 14.0 13.4x 11.8x 12.7x 13.4x 14.6x 14.7x 15.1x 15.7x 16.7x 2019E 16.1 11.6x 10.2x 11.0x 11.6x 12.6x 12.7x 13.1x 13.6x 14.4x FV / 2017 YE Subscribers 0.7 $267 $235 $254 $268 $291 $293 $301 $313 $333 Source: FactSet, Company filings. Note: Market data as of April 19, 2018. Preferred Equity shown at market value. Analysis treats AMC debt and preferred stock on an as converted basis. (1) Valued at present value of total equity earnings + dividend true up. 10 (2) EBITDA excludes ACL contribution. Multiples shown on a post-SBC basis. Preliminary Draft Subject to Review RLJE Analysis at Various Prices 10% premium to current 20% premium to current offer of $4.25 offer of $4.25 ($ in mm) Current (9%) (3%) 2% 7% 13% 18% Share Price $4.66 $4.25 $4.50 $4.68 $4.75 $5.00 $5.10 $5.25 $5.50 Basic Shares 15.1 15.1 15.1 15.1 29.2 15.1 15.1 15.1 15.1 (+) Net Warrants & RSUs 27.3 26.6 27.1 27.4 13.5 27.9 28.1 28.3 28.7 TSM Shares 42.5 41.8 42.2 42.5 42.6 43.0 43.2 43.5 43.8 Price % Premium to Current $4.66 -- (9%) (3%) 0% 2% 7% 9% 13% 18% % Premium / (Discount) to 52 Week High 5.24 (11) (19) (14) (11) (9) (5) (3) 0 5 % Premium to 52 Week Low 2.49 87 71 81 88 91 101 105 111 121 % Premium / (Discount) to VWAP Since Offer $4.48 4% (5%) 0% 4% 6% 12% 14% 17% 23% 90-Day 4.37 7 (3) 3 7 9 14 17 20 26 1-Year 3.60 29 18 25 30 32 39 42 46 53 % Premium to Offer 4.25 10 -- 6 10 12 18 20 24 29 % Premium to Unaffected Price 3.87 20 10 16 21 23 29 32 36 42 Common Equity Value $198 $177 $190 $199 $203 $215 $220 $228 $241 (+) Preferred Equity 14 13 13 14 24 15 15 16 16 (+) CoC Premium on Preferred 3 3 3 3 6 4 4 4 4 (+) Net Debt 17 17 17 17 17 17 17 17 17 (-) NPV of NOLs (8) (8) (8) (8) (8) (8) (8) (8) (8) (1) (-) Unconsolidated Agatha Christie Investment (38) (38) (38) (38) (38) (38) (38) (38) (38) Firm Value $187 $165 $178 $187 $204 $205 $211 $219 $233 Cash Consideration from AM C (100% cash deal) $47 $43 $46 $48 $48 $51 $52 $54 $57 Difference vs. Offer -- 3 5 6 8 10 11 14 Market Multiples Metric (2) FV / EBITDA 2018E 14.0 13.4x 11.8x 12.7x 13.4x 14.6x 14.7x 15.1x 15.7x 16.7x 2019E 16.1 11.6x 10.2x 11.0x 11.6x 12.6x 12.7x 13.1x 13.6x 14.4x FV / 2017 YE Subscribers 0.7 $267 $235 $254 $268 $291 $293 $301 $313 $333 Source: FactSet, Company filings. Note: Market data as of April 19, 2018. Preferred Equity shown at market value. Analysis treats AMC debt and preferred stock on an as converted basis. (1) Valued at present value of total equity earnings + dividend true up. 10 (2) EBITDA excludes ACL contribution. Multiples shown on a post-SBC basis.
Preliminary Draft Subject to Review Total Cash Cost to AMC 10% premium to 20% premium to By Class current offer of $4.25 current offer of $4.25 # of Shares Price per Share By Class $4.25 $4.50 $4.68 $4.75 $5.00 $5.10 $5.25 $5.50 (1) 3.0 $15.9 $16.8 $17.4 $17.7 $18.7 $19.0 $19.6 $20.5 Preferred 2015 Warrants $1.50 0.6 $1.7 $1.8 $1.9 $2.0 $2.1 $2.2 $2.3 $2.4 2.37 0.2 0.3 0.3 0.3 0.4 0.4 0.4 0.4 0.5 (2) $1.9 $2.1 $2.3 $2.3 $2.5 $2.6 $2.7 $2.9 Proceeds to Warrant Holders Employee Stock Options $2.66 0.7 $1.1 $1.3 $1.4 $1.5 $1.6 $1.7 $1.8 $2.0 3.00 0.7 0.9 1.1 1.2 1.2 1.4 1.5 1.6 1.8 (3) 0.4 1.8 1.9 2.0 2.0 2.1 2.2 2.2 2.3 Miguel CoC Equity Comp. PSUs and RSUs 0.9 3.8 4.0 4.2 4.2 4.5 4.6 4.7 4.9 (2) $7.6 $8.3 $8.7 $8.9 $9.6 $9.9 $10.3 $11.0 Proceeds to Option Holders Public 4.1 $17.3 $18.3 $19.1 $19.4 $20.4 $20.8 $21.4 $22.4 Fully Diluted Total 10.5 $42.7 $45.5 $47.5 $48.3 $51.2 $52.3 $54.0 $56.8 Source: RLJE management. (1) Includes 25% premium due to change of control provision. (2) Assumes warrants and options are net share settled. 11 (3) Subject to change based on transaction close date. Preliminary Draft Subject to Review Total Cash Cost to AMC 10% premium to 20% premium to By Class current offer of $4.25 current offer of $4.25 # of Shares Price per Share By Class $4.25 $4.50 $4.68 $4.75 $5.00 $5.10 $5.25 $5.50 (1) 3.0 $15.9 $16.8 $17.4 $17.7 $18.7 $19.0 $19.6 $20.5 Preferred 2015 Warrants $1.50 0.6 $1.7 $1.8 $1.9 $2.0 $2.1 $2.2 $2.3 $2.4 2.37 0.2 0.3 0.3 0.3 0.4 0.4 0.4 0.4 0.5 (2) $1.9 $2.1 $2.3 $2.3 $2.5 $2.6 $2.7 $2.9 Proceeds to Warrant Holders Employee Stock Options $2.66 0.7 $1.1 $1.3 $1.4 $1.5 $1.6 $1.7 $1.8 $2.0 3.00 0.7 0.9 1.1 1.2 1.2 1.4 1.5 1.6 1.8 (3) 0.4 1.8 1.9 2.0 2.0 2.1 2.2 2.2 2.3 Miguel CoC Equity Comp. PSUs and RSUs 0.9 3.8 4.0 4.2 4.2 4.5 4.6 4.7 4.9 (2) $7.6 $8.3 $8.7 $8.9 $9.6 $9.9 $10.3 $11.0 Proceeds to Option Holders Public 4.1 $17.3 $18.3 $19.1 $19.4 $20.4 $20.8 $21.4 $22.4 Fully Diluted Total 10.5 $42.7 $45.5 $47.5 $48.3 $51.2 $52.3 $54.0 $56.8 Source: RLJE management. (1) Includes 25% premium due to change of control provision. (2) Assumes warrants and options are net share settled. 11 (3) Subject to change based on transaction close date.
Preliminary Draft Subject to Review RLJE Capitalization Table ($ in mm) Maturity Interest Rate 12/31/2017 Cash & Cash Equivalents $6.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.0% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.0 55.0 Total Debt $78.0 Net Debt 71.8 Preferred Equity Beginning May 20, 2020 19.6 Total Debt (Incl. Preferred) $97.6 Net Debt (Incl. Preferred) 91.3 LTM Adj. EBITDA $16.6 Leverage Stats Total Debt / LTM Adj. EBITDA 4.7x Net Debt / LTM Adj. EBITDA 4.3 Total Debt (Incl. Preferred) / LTM Adj. EBITDA 5.9x Net Debt (Incl. Preferred) / LTM Adj. EBITDA 5.5 12 Source: Company filings. Preliminary Draft Subject to Review RLJE Capitalization Table ($ in mm) Maturity Interest Rate 12/31/2017 Cash & Cash Equivalents $6.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.0% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.0 55.0 Total Debt $78.0 Net Debt 71.8 Preferred Equity Beginning May 20, 2020 19.6 Total Debt (Incl. Preferred) $97.6 Net Debt (Incl. Preferred) 91.3 LTM Adj. EBITDA $16.6 Leverage Stats Total Debt / LTM Adj. EBITDA 4.7x Net Debt / LTM Adj. EBITDA 4.3 Total Debt (Incl. Preferred) / LTM Adj. EBITDA 5.9x Net Debt (Incl. Preferred) / LTM Adj. EBITDA 5.5 12 Source: Company filings.
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Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.
Exhibit (c)(viii) Citi Corporate & Investment Banking | Global Media & Communications Group May 2, 2018 DRAFT PRELIMINARY & CONFIDENTIAL Subject to further review and revision Discussion Materials Project River Strictly Private and Confidential Exhibit (c)(viii) Citi Corporate & Investment Banking | Global Media & Communications Group May 2, 2018 DRAFT PRELIMINARY & CONFIDENTIAL Subject to further review and revision Discussion Materials Project River Strictly Private and Confidential
Preliminary Draft Subject to Review Summary Based on all diligence information received, AMC is willing to increase its offer to the minority RLJE shareholders to $4.92 per share. · Represents a 27% premium to the $3.87 per share stock price prior to the initial offer; 35% premium to the $3.63 one- year VWAP; 146% premium to the share price prior to the day AMC made its initial investment Share Price Premium · This is in-line with the premiums of final offers to both one day and one month prior stock prices for completed transactions · Represents a 10% premium to the weighted average stock price since the initial offer of $4.25 was announced and an Recent 8% premium to the current share price Share Price · Only 138k shares have traded at a price above $4.92 over the last three years (0.5% of total volume) · $4.92 represents a 15.0x Firm Value to 2018E EBITDA multiple Firm Value · This is a higher multiple than all of the US media control transactions done in the last 28 months, notwithstanding the to EBITDA fact that AMC’s proposed acquisition of RLJE does not involve a change of control · A DCF valuation of the company based on the management Long Range Plan is highly sensitive to projections in the outer years − The terminal value for RLJE represents a disproportionate amount of the valuation · Certain aspects of the management plan appear aggressive relative to past performance and underlying trends in the Management business Plan − In the Adjusted Plan, AMC has sensitized certain assumptions including UMC subscriber growth / investment, change in working capital trends and wholesale revenue growth · The Adjusted Plan, which incorporates more conservative assumptions and view of terminal value, supports a valuation in the high $4 area Source: FactSet, Bloomberg. 1 Note: Market data as of April 27, 2018. Preliminary Draft Subject to Review Summary Based on all diligence information received, AMC is willing to increase its offer to the minority RLJE shareholders to $4.92 per share. · Represents a 27% premium to the $3.87 per share stock price prior to the initial offer; 35% premium to the $3.63 one- year VWAP; 146% premium to the share price prior to the day AMC made its initial investment Share Price Premium · This is in-line with the premiums of final offers to both one day and one month prior stock prices for completed transactions · Represents a 10% premium to the weighted average stock price since the initial offer of $4.25 was announced and an Recent 8% premium to the current share price Share Price · Only 138k shares have traded at a price above $4.92 over the last three years (0.5% of total volume) · $4.92 represents a 15.0x Firm Value to 2018E EBITDA multiple Firm Value · This is a higher multiple than all of the US media control transactions done in the last 28 months, notwithstanding the to EBITDA fact that AMC’s proposed acquisition of RLJE does not involve a change of control · A DCF valuation of the company based on the management Long Range Plan is highly sensitive to projections in the outer years − The terminal value for RLJE represents a disproportionate amount of the valuation · Certain aspects of the management plan appear aggressive relative to past performance and underlying trends in the Management business Plan − In the Adjusted Plan, AMC has sensitized certain assumptions including UMC subscriber growth / investment, change in working capital trends and wholesale revenue growth · The Adjusted Plan, which incorporates more conservative assumptions and view of terminal value, supports a valuation in the high $4 area Source: FactSet, Bloomberg. 1 Note: Market data as of April 27, 2018.
Preliminary Draft Subject to Review RLJE Share Price Performance Price History Since 1/1/2016 $5.50 2/26/2018 Take Private Offer $5.00 10/17/2016 AMCX Initial Investment $4.55 162.4% $4.50 $4.00 $3.50 $3.00 $2.50 $2.00 $1.73 $1.50 $1.00 Jan-16 Apr-16 Aug-16 Dec-16 Apr-17 Aug-17 Dec-17 Apr-18 Source: FactSet, Bloomberg. 2 Note: Market data as of April 27, 2018. Preliminary Draft Subject to Review RLJE Share Price Performance Price History Since 1/1/2016 $5.50 2/26/2018 Take Private Offer $5.00 10/17/2016 AMCX Initial Investment $4.55 162.4% $4.50 $4.00 $3.50 $3.00 $2.50 $2.00 $1.73 $1.50 $1.00 Jan-16 Apr-16 Aug-16 Dec-16 Apr-17 Aug-17 Dec-17 Apr-18 Source: FactSet, Bloomberg. 2 Note: Market data as of April 27, 2018.
Preliminary Draft Subject to Review Stock Trading / VWAP Analysis VWAP Trends $4.66 $4.49 $4.43 $4.22 $4.01 $3.63 $2.67 $2.63 $2.56 3-Year 2-Year Since Initial AMCX 1-Year 9-Month 6-Month 90-Day Since Offer 30-Day Investment Volume Traded By Price Range (Volume in thousands) Since AMCX Initial Investment Since Offer Last 12 Months (10/17/2016) (2/26/2018) 3,107 2,706 1,946 1,245 1,210 1,210 1,002 1,002 582 582 425 323 323 246 222 184 110 110 110 77 Source: FactSet. 3 Note: Market data as of April 27, 2018. Volume sorted by daily VWAP. Preliminary Draft Subject to Review Stock Trading / VWAP Analysis VWAP Trends $4.66 $4.49 $4.43 $4.22 $4.01 $3.63 $2.67 $2.63 $2.56 3-Year 2-Year Since Initial AMCX 1-Year 9-Month 6-Month 90-Day Since Offer 30-Day Investment Volume Traded By Price Range (Volume in thousands) Since AMCX Initial Investment Since Offer Last 12 Months (10/17/2016) (2/26/2018) 3,107 2,706 1,946 1,245 1,210 1,210 1,002 1,002 582 582 425 323 323 246 222 184 110 110 110 77 Source: FactSet. 3 Note: Market data as of April 27, 2018. Volume sorted by daily VWAP.
Preliminary Draft Subject to Review Selected Precedent US Minority Squeeze-outs Greater than $50mm Equity Value, Acquiror Voting > 40%, Since 2010 Annc. Equity Value Acquiror Offer Unaffected Premium Bump Summary (1) (2) Offer Date Target Acquiror ($ mm) Voting % Price 1 Day 1 Month 2017 11/09/2017 Alon USA Partners LP Delek US Holdings Inc $160 82% $13.56 (0%) 16% 2016 12/19/2016 Calamos Asset Management Management Buyout $134 97% $8.25 12% 19% 03/09/2016 Crown Media Holdings Hallmark Cards 176 90 5.05 2 15 03/07/2016 National Interstate American Financial Group 311 51 32.00 42 37 02/29/2016 Federal-Mogul Holdings Icahn Enterprises 305 82 9.25 86 98 2015 12/05/2015 Dr Pepper Snapple Group Inc JAB Holding Co. $20,884 87% $92.00 (0%) 4% 2012 11/28/2012 Sauer-Danfoss, Inc. Danfoss A/S $691 76% $58.50 49% 49% 09/26/2012 American Greetings Management Buyout 577 43 19.00 32 33 02/24/2012 Kenneth Cole Productions Kenneth Cole 147 89 15.25 17 26 01/16/2012 Venoco Inc Timothy Marquez 383 50 12.50 63 69 2011 06/16/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 01/19/2011 XO Holdings ACF Industries 96 92 1.40 84 103 2010 12/04/2010 Caraco Pharmaceutical Labs Sun Pharmaceutical $51 76% $5.25 16% 16% 11/15/2010 Mediacom Communications Rocco B. Commisso 3,597 86 8.75 28 25 11/01/2010 CNA Surety CNA Financial 454 61 26.55 38 49 07/10/2010 Playboy Hugh Hefner 137 70 6.15 51 54 03/21/2010 CNX Gas Corp. CONSOL Energy Inc. 964 83 38.25 46 43 17 Transactions $1,713 75% 34% 40% Average 305 82 32 33 Median Source: Public filings, Citi Ready Analytics, MergerMarket. Note: Excludes non-U.S. targets and non comparable situations including limited partner roll-ups. 4 (1) Premium relative to the share price on the business day prior to the offer. (2) Premium relative to the share price one month prior to the offer. Preliminary Draft Subject to Review Selected Precedent US Minority Squeeze-outs Greater than $50mm Equity Value, Acquiror Voting > 40%, Since 2010 Annc. Equity Value Acquiror Offer Unaffected Premium Bump Summary (1) (2) Offer Date Target Acquiror ($ mm) Voting % Price 1 Day 1 Month 2017 11/09/2017 Alon USA Partners LP Delek US Holdings Inc $160 82% $13.56 (0%) 16% 2016 12/19/2016 Calamos Asset Management Management Buyout $134 97% $8.25 12% 19% 03/09/2016 Crown Media Holdings Hallmark Cards 176 90 5.05 2 15 03/07/2016 National Interstate American Financial Group 311 51 32.00 42 37 02/29/2016 Federal-Mogul Holdings Icahn Enterprises 305 82 9.25 86 98 2015 12/05/2015 Dr Pepper Snapple Group Inc JAB Holding Co. $20,884 87% $92.00 (0%) 4% 2012 11/28/2012 Sauer-Danfoss, Inc. Danfoss A/S $691 76% $58.50 49% 49% 09/26/2012 American Greetings Management Buyout 577 43 19.00 32 33 02/24/2012 Kenneth Cole Productions Kenneth Cole 147 89 15.25 17 26 01/16/2012 Venoco Inc Timothy Marquez 383 50 12.50 63 69 2011 06/16/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 01/19/2011 XO Holdings ACF Industries 96 92 1.40 84 103 2010 12/04/2010 Caraco Pharmaceutical Labs Sun Pharmaceutical $51 76% $5.25 16% 16% 11/15/2010 Mediacom Communications Rocco B. Commisso 3,597 86 8.75 28 25 11/01/2010 CNA Surety CNA Financial 454 61 26.55 38 49 07/10/2010 Playboy Hugh Hefner 137 70 6.15 51 54 03/21/2010 CNX Gas Corp. CONSOL Energy Inc. 964 83 38.25 46 43 17 Transactions $1,713 75% 34% 40% Average 305 82 32 33 Median Source: Public filings, Citi Ready Analytics, MergerMarket. Note: Excludes non-U.S. targets and non comparable situations including limited partner roll-ups. 4 (1) Premium relative to the share price on the business day prior to the offer. (2) Premium relative to the share price one month prior to the offer.
Preliminary Draft Subject to Review Recent Media Control Transactions Prior Transaction Parameters · 1/1/2016 – 4/27/2018 · Target or Acquiror domiciled in the U.S. · Transaction classified as a media transaction · 1-year forward EBITDA estimate available for Target through public disclosure or Wall Street research Recent M&A Transactions Annc. Deal FV / (1) Date Status Target Name Acquiror Name Consideration Fwd. EBITDA 4/25/2018 Pending Sky Comcast Corp. All Cash 12.4x 12/14/2018 Pending Tw enty First Century Fox (Assets) The Walt Disney Company All Stock 11.9 7/31/2017 Closed Scripps Netw orks Interactive Discovery Communications, Inc. Cash & Stock 10.4 7/6/2017 Closed HSN, Inc. Liberty Interactive Corp. All Stock 8.5 10/22/2016 Pending Time Warner Inc. AT&T Inc. Cash & Stock 11.9 6/30/2016 Closed Starz Inc. Lionsgate Entertainment Corp. Cash & Stock 9.8 Max: 12.4x Mean: 10.8 Median: 11.2 Min: 8.5 5 (1) Forward multiples use EBITDA of next full fiscal year; CMCSA / SKY (2018), DIS / FOX (2018), QVCA / HSNI (2018), DISCA / SNI (2018), AT&T / TWX (2017), LGF / STRZA (2016). Preliminary Draft Subject to Review Recent Media Control Transactions Prior Transaction Parameters · 1/1/2016 – 4/27/2018 · Target or Acquiror domiciled in the U.S. · Transaction classified as a media transaction · 1-year forward EBITDA estimate available for Target through public disclosure or Wall Street research Recent M&A Transactions Annc. Deal FV / (1) Date Status Target Name Acquiror Name Consideration Fwd. EBITDA 4/25/2018 Pending Sky Comcast Corp. All Cash 12.4x 12/14/2018 Pending Tw enty First Century Fox (Assets) The Walt Disney Company All Stock 11.9 7/31/2017 Closed Scripps Netw orks Interactive Discovery Communications, Inc. Cash & Stock 10.4 7/6/2017 Closed HSN, Inc. Liberty Interactive Corp. All Stock 8.5 10/22/2016 Pending Time Warner Inc. AT&T Inc. Cash & Stock 11.9 6/30/2016 Closed Starz Inc. Lionsgate Entertainment Corp. Cash & Stock 9.8 Max: 12.4x Mean: 10.8 Median: 11.2 Min: 8.5 5 (1) Forward multiples use EBITDA of next full fiscal year; CMCSA / SKY (2018), DIS / FOX (2018), QVCA / HSNI (2018), DISCA / SNI (2018), AT&T / TWX (2017), LGF / STRZA (2016).
Preliminary Draft Subject to Review Adjustments Made to Management LRP Financials Rationale (in ‘000s) 1,098 Management Adjusted 946 732 UMC 535 · Annual UMC subscriber growth equal to Acorn TV 488 (1) 303 244 historical subscriber CAGR of 77% (’13 – ’18E) Subscribers 172 110 97 2018E 2019E 2020E 2021E 2022E $16.7 · UMC content spend equal to management plan ($ in mm) $13.3 through 2020 $10.0 $10.0 $10.0 $10.0 UMC Content $7.0 $7.0 · UMC content spend assumed to grow at same rate $6.0 $6.0 as Acorn TV content spend in 2021 and 2022 Spend – Management plan assumes flat content spend by years 2021 and 2022 2018E 2019E 2020E 2021E 2022E ($ in mm) · Wholesale revenue ties to management plan for $60.3 $60.3 Wholesale $57.4 $57.4 2018-2020 $55.2 $55.2 $55.2 $55.2 $53.0 $50.9 (2) Revenue · 2021 and 2022 revenue declines at 3.9% per annum; rate based on 2020 decline in management plan 2018E 2019E 2020E 2021E 2022E ($ in mm) $19.5 $17.4 PSVOD $14.7 $14.1 $11.5 · 2018 UMC marketing spend per incremental $11.5 $9.5 $9.2 Marketing $6.6 $6.4 subscriber of $18.3 held constant throughout forecast (3) Spend period 2018E 2019E 2020E 2021E 2022E ($ in mm) · Wholesale Days Sales Outstanding (“DSO”) -- -- -- -- increases linearly from 137 days in 2017 to 183 days Change in ($0.3) ($0.4) ($0.3) ($0.5) ($0.4) (est. half year blended run rate DSO) in 2022 to NWC ($2.0) reflect higher proportional licensing revenue which has a longer receivable period 2018E 2019E 2020E 2021E 2022E Source: RLJE Management. Note: LRP received on April 24, 2018. (1) UMC Revenue per sub and UMC PSVOD EBITDA margin held constant. (2) Wholesale margins held constant; wholesale costs decrease proportionately with revenue. 6 (3) Assumes all incremental subs attributable to marketing spend. Breakout of non-attributable subs not provided to date. Preliminary Draft Subject to Review Adjustments Made to Management LRP Financials Rationale (in ‘000s) 1,098 Management Adjusted 946 732 UMC 535 · Annual UMC subscriber growth equal to Acorn TV 488 (1) 303 244 historical subscriber CAGR of 77% (’13 – ’18E) Subscribers 172 110 97 2018E 2019E 2020E 2021E 2022E $16.7 · UMC content spend equal to management plan ($ in mm) $13.3 through 2020 $10.0 $10.0 $10.0 $10.0 UMC Content $7.0 $7.0 · UMC content spend assumed to grow at same rate $6.0 $6.0 as Acorn TV content spend in 2021 and 2022 Spend – Management plan assumes flat content spend by years 2021 and 2022 2018E 2019E 2020E 2021E 2022E ($ in mm) · Wholesale revenue ties to management plan for $60.3 $60.3 Wholesale $57.4 $57.4 2018-2020 $55.2 $55.2 $55.2 $55.2 $53.0 $50.9 (2) Revenue · 2021 and 2022 revenue declines at 3.9% per annum; rate based on 2020 decline in management plan 2018E 2019E 2020E 2021E 2022E ($ in mm) $19.5 $17.4 PSVOD $14.7 $14.1 $11.5 · 2018 UMC marketing spend per incremental $11.5 $9.5 $9.2 Marketing $6.6 $6.4 subscriber of $18.3 held constant throughout forecast (3) Spend period 2018E 2019E 2020E 2021E 2022E ($ in mm) · Wholesale Days Sales Outstanding (“DSO”) -- -- -- -- increases linearly from 137 days in 2017 to 183 days Change in ($0.3) ($0.4) ($0.3) ($0.5) ($0.4) (est. half year blended run rate DSO) in 2022 to NWC ($2.0) reflect higher proportional licensing revenue which has a longer receivable period 2018E 2019E 2020E 2021E 2022E Source: RLJE Management. Note: LRP received on April 24, 2018. (1) UMC Revenue per sub and UMC PSVOD EBITDA margin held constant. (2) Wholesale margins held constant; wholesale costs decrease proportionately with revenue. 6 (3) Assumes all incremental subs attributable to marketing spend. Breakout of non-attributable subs not provided to date.
Preliminary Draft Subject to Review Management Case vs. Adjusted Case Total Revenue Total Adj. EBITDA ($ in mm) ($ in mm) Management Case Adjusted Case $46.8 $175.3 $151.1 $37.1 $131.0 $32.3 $162.9 $115.3 $103.0 $35.0 $140.0 $24.6 $125.0 $20.9 $28.1 $112.7 $27.4 $102.5 $22.8 $20.7 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Difference (Adj. vs. Mgmt) % Difference (Adj. vs. Mgmt) (0%) (2%) (5%) (7%) (7%) (1%) (7%) (15%) (24%) (25%) (1) Free Cash Flow Adj. EBITDA Margin ($ in mm) $43.8 26.7% 24.6% 24.6% 21.4% $31.0 20.3% 21.9% $21.6 21.5% 20.3% 20.2% 20.1% $27.5 $9.8 $19.1 $16.4 ($1.0) $7.7 ($2.7) 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Difference (Adj. vs. Mgmt) Difference (Adj. vs. Mgmt) (181%) (21%) (24%) (38%) (37%) (13) bps (111) bps (269) bps (449) bps (522) bps Source: RLJE Management. Note: LRP received on April 24, 2018. 7 (1) Adj. EBITDA margin declines primarily because overhead costs are consistent with management case. Preliminary Draft Subject to Review Management Case vs. Adjusted Case Total Revenue Total Adj. EBITDA ($ in mm) ($ in mm) Management Case Adjusted Case $46.8 $175.3 $151.1 $37.1 $131.0 $32.3 $162.9 $115.3 $103.0 $35.0 $140.0 $24.6 $125.0 $20.9 $28.1 $112.7 $27.4 $102.5 $22.8 $20.7 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Difference (Adj. vs. Mgmt) % Difference (Adj. vs. Mgmt) (0%) (2%) (5%) (7%) (7%) (1%) (7%) (15%) (24%) (25%) (1) Free Cash Flow Adj. EBITDA Margin ($ in mm) $43.8 26.7% 24.6% 24.6% 21.4% $31.0 20.3% 21.9% $21.6 21.5% 20.3% 20.2% 20.1% $27.5 $9.8 $19.1 $16.4 ($1.0) $7.7 ($2.7) 2018E 2019E 2020E 2021E 2022E 2018E 2019E 2020E 2021E 2022E % Difference (Adj. vs. Mgmt) Difference (Adj. vs. Mgmt) (181%) (21%) (24%) (38%) (37%) (13) bps (111) bps (269) bps (449) bps (522) bps Source: RLJE Management. Note: LRP received on April 24, 2018. 7 (1) Adj. EBITDA margin declines primarily because overhead costs are consistent with management case.
Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Unaffected Price Current Prior Offer New Offer Share Price $3.87 $4.55 $4.25 $4.92 Basic Shares 15.1 15.1 15.1 15.1 (+) Net Warrants & RSUs 24.1 24.6 24.4 24.7 TSM Shares 39.3 39.7 39.5 39.9 Price % Premium to Current $4.55 (15%) -- (7%) 8% % Premium / (Discount) to 52 Week High 5.24 (26) (13) (19) (6) % Premium to 52 Week Low 2.49 55 83 71 98 % Premium to Unaffected Price to Initial AMCX Investment 2.00 94 128 113 146 % Premium / (Discount) to VWAP Since Offer $4.49 (14%) 1% (5%) 10% 90-Day 4.43 (13) 3 (4) 11 1-Year 3.63 7 25 17 35 % Premium to Initial Offer 4.25 (9) 7 -- 16 % Premium to Unaffected Price to Initial Offer 3.87 -- 18 10 27 Common Equity Value $152 $181 $168 $196 (+) Preferred Equity (w ith 25% CoC Premium) 14 17 16 18 (+) Net Debt 17 17 17 17 (1) (-) Unconsolidated Investments (22) (22) (22) (22) Firm Value $162 $193 $179 $210 Market Multiples Metric (2) FV / EBITDA Mgmt. Plan 2018E $14.0 11.6x 13.8x 12.8x 15.0x 2019E 16.4 9.8x 11.7x 10.9x 12.8x (2) FV / EBITDA Adj. Plan 2018E $13.7 11.8x 14.0x 13.0x 15.3x 2019E 14.6 11.0x 13.2x 12.2x 14.3x Source: FactSet, Company filings. Note: Market data as of April 27, 2018. Preferred Equity shown at market value. Analysis treats AMC debt and preferred stock on an as converted basis. (1) At book value. 8 (2) EBITDA excludes ACL contribution. Multiples shown on a post-SBC basis. Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Unaffected Price Current Prior Offer New Offer Share Price $3.87 $4.55 $4.25 $4.92 Basic Shares 15.1 15.1 15.1 15.1 (+) Net Warrants & RSUs 24.1 24.6 24.4 24.7 TSM Shares 39.3 39.7 39.5 39.9 Price % Premium to Current $4.55 (15%) -- (7%) 8% % Premium / (Discount) to 52 Week High 5.24 (26) (13) (19) (6) % Premium to 52 Week Low 2.49 55 83 71 98 % Premium to Unaffected Price to Initial AMCX Investment 2.00 94 128 113 146 % Premium / (Discount) to VWAP Since Offer $4.49 (14%) 1% (5%) 10% 90-Day 4.43 (13) 3 (4) 11 1-Year 3.63 7 25 17 35 % Premium to Initial Offer 4.25 (9) 7 -- 16 % Premium to Unaffected Price to Initial Offer 3.87 -- 18 10 27 Common Equity Value $152 $181 $168 $196 (+) Preferred Equity (w ith 25% CoC Premium) 14 17 16 18 (+) Net Debt 17 17 17 17 (1) (-) Unconsolidated Investments (22) (22) (22) (22) Firm Value $162 $193 $179 $210 Market Multiples Metric (2) FV / EBITDA Mgmt. Plan 2018E $14.0 11.6x 13.8x 12.8x 15.0x 2019E 16.4 9.8x 11.7x 10.9x 12.8x (2) FV / EBITDA Adj. Plan 2018E $13.7 11.8x 14.0x 13.0x 15.3x 2019E 14.6 11.0x 13.2x 12.2x 14.3x Source: FactSet, Company filings. Note: Market data as of April 27, 2018. Preferred Equity shown at market value. Analysis treats AMC debt and preferred stock on an as converted basis. (1) At book value. 8 (2) EBITDA excludes ACL contribution. Multiples shown on a post-SBC basis.
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Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.
Exhibit (c)(ix) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Exhibit (c)(ix) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential
Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current Initial Offer New Offer Share Price $4.94 $4.25 $5.50 $6.00 $6.25 $6.50 $7.00 $7.50 $7.75 (1) Basic Shares 15.6 15.6 15.6 15.6 15.6 15.6 15.6 15.6 15.6 (+) Net Warrants & RSUs 24.7 24.4 25.0 25.1 25.2 25.3 25.4 25.5 25.5 TSM Shares 40.3 40.0 40.5 40.7 40.8 40.8 41.0 41.1 41.1 Price % Premium to Current $4.94 -- (14%) 11% 21% 27% 32% 42% 52% 57% % Premium / (Discount) to 52 Week High 5.24 (6) (19) 5 15 19 24 34 43 48 % Premium to 52 Week Low 2.49 98 71 121 141 151 161 181 201 211 % Premium to Unaffected Price to Initial AMCX Investment 2.00 147 113 % Premium / (Discount) to VWAP Since Offer $4.56 8% (7%) 21% 32% 37% 43% 54% 65% 70% 90-Day 4.69 5 (9) 17 28 33 39 49 60 65 1-Year 4.12 20 3 34 46 52 58 70 82 88 % Premium to Initial Offer 4.25 16 -- 29 41 47 53 65 76 82 % Premium to Unaffected Price to Initial Offer 3.87 28 10 42 55 61 68 81 94 100 Common Equity Value $199 $170 $223 $244 $255 $266 $287 $308 $319 (+) Preferred Equity 15 13 16 18 19 19 21 22 23 (+) Preferred Equity (w ith 25% CoC Premium) 18 16 21 22 23 24 26 28 29 (-) Cash (4) (4) (4) (4) (4) (4) (4) (4) (4) (+) Net Debt 19 19 19 19 19 19 19 19 19 (2) (-) Unconsolidated Investments (23) (23) (23) (23) (23) (23) (23) (23) (23) Firm Value $214 $182 $240 $263 $274 $286 $309 $332 $344 Total Cash Cost to AMC $42.8 $56.9 $62.6 $65.4 $68.2 $73.9 $79.5 $82.3 Market Multiples Metric (3) FV / EBITDA Mgmt. Plan 2018E $11.0 17.8x 16.6x 21.9x 24.0x 25.0x 26.1x 28.2x 30.3x 31.3x 2019E 15.9 12.3x 11.4 15.0 16.5 17.2 18.0 19.4 20.9 21.6 (3) FV / EBITDA Adj. Plan 2018E $11.0 19.5x 16.6x 21.9x 24.0x 25.0x 26.1x 28.2x 30.3x 31.3x 2019E 15.9 13.4x 11.4 15.0 16.5 17.2 18.0 19.4 20.9 21.6 Source: FactSet, Company filings. Note: Market data as of July 19, 2018. Preferred Equity shown at market value. Analysis treats AMC debt and preferred stock on an as converted basis. (1) Includes 413,709 shares issued to AMCX as interest and RSAs granted to directors at an assumed grant value of $4.58 (July 2, 2018 closing price). (2) Valued at book value. 1 (3) EBITDA excludes ACL contribution. Multiples shown on a post-SBC basis. Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current Initial Offer New Offer Share Price $4.94 $4.25 $5.50 $6.00 $6.25 $6.50 $7.00 $7.50 $7.75 (1) Basic Shares 15.6 15.6 15.6 15.6 15.6 15.6 15.6 15.6 15.6 (+) Net Warrants & RSUs 24.7 24.4 25.0 25.1 25.2 25.3 25.4 25.5 25.5 TSM Shares 40.3 40.0 40.5 40.7 40.8 40.8 41.0 41.1 41.1 Price % Premium to Current $4.94 -- (14%) 11% 21% 27% 32% 42% 52% 57% % Premium / (Discount) to 52 Week High 5.24 (6) (19) 5 15 19 24 34 43 48 % Premium to 52 Week Low 2.49 98 71 121 141 151 161 181 201 211 % Premium to Unaffected Price to Initial AMCX Investment 2.00 147 113 % Premium / (Discount) to VWAP Since Offer $4.56 8% (7%) 21% 32% 37% 43% 54% 65% 70% 90-Day 4.69 5 (9) 17 28 33 39 49 60 65 1-Year 4.12 20 3 34 46 52 58 70 82 88 % Premium to Initial Offer 4.25 16 -- 29 41 47 53 65 76 82 % Premium to Unaffected Price to Initial Offer 3.87 28 10 42 55 61 68 81 94 100 Common Equity Value $199 $170 $223 $244 $255 $266 $287 $308 $319 (+) Preferred Equity 15 13 16 18 19 19 21 22 23 (+) Preferred Equity (w ith 25% CoC Premium) 18 16 21 22 23 24 26 28 29 (-) Cash (4) (4) (4) (4) (4) (4) (4) (4) (4) (+) Net Debt 19 19 19 19 19 19 19 19 19 (2) (-) Unconsolidated Investments (23) (23) (23) (23) (23) (23) (23) (23) (23) Firm Value $214 $182 $240 $263 $274 $286 $309 $332 $344 Total Cash Cost to AMC $42.8 $56.9 $62.6 $65.4 $68.2 $73.9 $79.5 $82.3 Market Multiples Metric (3) FV / EBITDA Mgmt. Plan 2018E $11.0 17.8x 16.6x 21.9x 24.0x 25.0x 26.1x 28.2x 30.3x 31.3x 2019E 15.9 12.3x 11.4 15.0 16.5 17.2 18.0 19.4 20.9 21.6 (3) FV / EBITDA Adj. Plan 2018E $11.0 19.5x 16.6x 21.9x 24.0x 25.0x 26.1x 28.2x 30.3x 31.3x 2019E 15.9 13.4x 11.4 15.0 16.5 17.2 18.0 19.4 20.9 21.6 Source: FactSet, Company filings. Note: Market data as of July 19, 2018. Preferred Equity shown at market value. Analysis treats AMC debt and preferred stock on an as converted basis. (1) Includes 413,709 shares issued to AMCX as interest and RSAs granted to directors at an assumed grant value of $4.58 (July 2, 2018 closing price). (2) Valued at book value. 1 (3) EBITDA excludes ACL contribution. Multiples shown on a post-SBC basis.
Preliminary Draft Subject to Review Total Cash Cost to AMCX # of Shares Price per Share By Class $4.25 $5.50 $6.00 $6.25 $6.50 $7.00 $7.50 $7.75 (1) Preferred 3.0 $15.9 $20.5 $22.4 $23.3 $24.3 $26.1 $28.0 $28.9 2015 Warrants $1.50 0.6 $1.7 $2.4 $2.7 $2.9 $3.0 $3.3 $3.6 $3.8 2.37 0.2 0.3 0.5 0.5 0.6 0.6 0.7 0.8 0.8 (2) Proceeds to Warrant Holders $1.9 $2.9 $3.2 $3.4 $3.6 $4.0 $4.4 $4.6 Employee Stock Options $2.66 0.7 $1.1 $2.0 $2.3 $2.5 $2.7 $3.0 $3.4 $3.6 3.00 0.7 0.9 1.8 2.1 2.3 2.5 2.8 3.2 3.3 Miguel CoC Equity Comp. 0.4 1.8 2.3 2.6 2.7 2.8 3.0 3.2 3.3 PSUs and RSUs 0.9 3.8 4.9 5.4 5.6 5.8 6.3 6.7 6.9 (2) Proceeds to Option Holders $7.6 $11.0 $12.3 $13.0 $13.7 $15.1 $16.4 $17.1 Public 4.1 $17.4 $22.5 $24.6 $25.6 $26.6 $28.7 $30.7 $31.7 Fully Diluted Total 10.6 $42.8 $56.9 $62.6 $65.4 $68.2 $73.9 $79.5 $82.3 Source: Public filings. (1) Includes 25% premium due to change of control provision. 2 (2) Assumes warrants and options are net share settled. Preliminary Draft Subject to Review Total Cash Cost to AMCX # of Shares Price per Share By Class $4.25 $5.50 $6.00 $6.25 $6.50 $7.00 $7.50 $7.75 (1) Preferred 3.0 $15.9 $20.5 $22.4 $23.3 $24.3 $26.1 $28.0 $28.9 2015 Warrants $1.50 0.6 $1.7 $2.4 $2.7 $2.9 $3.0 $3.3 $3.6 $3.8 2.37 0.2 0.3 0.5 0.5 0.6 0.6 0.7 0.8 0.8 (2) Proceeds to Warrant Holders $1.9 $2.9 $3.2 $3.4 $3.6 $4.0 $4.4 $4.6 Employee Stock Options $2.66 0.7 $1.1 $2.0 $2.3 $2.5 $2.7 $3.0 $3.4 $3.6 3.00 0.7 0.9 1.8 2.1 2.3 2.5 2.8 3.2 3.3 Miguel CoC Equity Comp. 0.4 1.8 2.3 2.6 2.7 2.8 3.0 3.2 3.3 PSUs and RSUs 0.9 3.8 4.9 5.4 5.6 5.8 6.3 6.7 6.9 (2) Proceeds to Option Holders $7.6 $11.0 $12.3 $13.0 $13.7 $15.1 $16.4 $17.1 Public 4.1 $17.4 $22.5 $24.6 $25.6 $26.6 $28.7 $30.7 $31.7 Fully Diluted Total 10.6 $42.8 $56.9 $62.6 $65.4 $68.2 $73.9 $79.5 $82.3 Source: Public filings. (1) Includes 25% premium due to change of control provision. 2 (2) Assumes warrants and options are net share settled.
IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the promotion or marketing of any transaction contemplated hereby ( Transaction ). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission ( CFTC ), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2018 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions. IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the promotion or marketing of any transaction contemplated hereby ( Transaction ). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission ( CFTC ), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2018 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions.
Exhibit (c)(x) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Exhibit (c)(x) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential
Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current Initial Offer New Offer Share Price $4.87 $4.25 $6.25 (1) Basic Shares 15.6 15.6 15.6 (+) Net Warrants & RSUs 24.7 24.4 25.2 TSM Shares 40.3 40.0 40.8 Price % Premium to Current $4.87 -- (13%) 28% % Premium / (Discount) to 52 Week High 5.24 (7) (19) 19 % Premium to 52 Week Low 2.49 96 71 151 % Premium to Unaffected Price to Initial AMCX Investment 2.00 144 113 % Premium / (Discount) to VWAP Since Offer $4.56 7% (7%) 37% 90-Day 4.70 4 (10) 33 1-Year 4.12 18 3 52 % Premium to Initial Offer 4.25 15 -- 47 % Premium to Unaffected Price to Initial Offer 3.87 26 10 61 Common Equity Value $196 $170 $255 (+) Preferred Equity 15 13 19 (+) Preferred Equity (w ith 25% CoC Premium) 18 16 23 (-) Cash (4) (4) (4) (+) Net Debt 19 19 19 (2) (-) Unconsolidated Investments (23) (23) (23) Firm Value $210 $182 $274 Total Cash Cost to AMC $42.8 $65.4 Market Multiples Metric (3) FV / EBITDA Mgmt. Plan 2018E $11.0 19.2x 16.6x 25.0x 2019E 15.9 13.2x 11.4 17.2 (3) FV / EBITDA Adj. Plan 2018E $10.9 19.2x 16.6x 25.1x 2019E 13.8 15.3x 13.2 19.9 Source: FactSet, Company filings. Note: Market data as of July 19, 2018. Preferred Equity shown at market value. Analysis treats AMC debt and preferred stock on an as converted basis. (1) Includes 413,709 shares issued to AMCX as interest and RSAs granted to directors at an assumed grant value of $4.58 (July 2, 2018 closing price). (2) Valued at book value. 1 (3) EBITDA excludes ACL contribution. Multiples shown on a post-SBC basis. Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current Initial Offer New Offer Share Price $4.87 $4.25 $6.25 (1) Basic Shares 15.6 15.6 15.6 (+) Net Warrants & RSUs 24.7 24.4 25.2 TSM Shares 40.3 40.0 40.8 Price % Premium to Current $4.87 -- (13%) 28% % Premium / (Discount) to 52 Week High 5.24 (7) (19) 19 % Premium to 52 Week Low 2.49 96 71 151 % Premium to Unaffected Price to Initial AMCX Investment 2.00 144 113 % Premium / (Discount) to VWAP Since Offer $4.56 7% (7%) 37% 90-Day 4.70 4 (10) 33 1-Year 4.12 18 3 52 % Premium to Initial Offer 4.25 15 -- 47 % Premium to Unaffected Price to Initial Offer 3.87 26 10 61 Common Equity Value $196 $170 $255 (+) Preferred Equity 15 13 19 (+) Preferred Equity (w ith 25% CoC Premium) 18 16 23 (-) Cash (4) (4) (4) (+) Net Debt 19 19 19 (2) (-) Unconsolidated Investments (23) (23) (23) Firm Value $210 $182 $274 Total Cash Cost to AMC $42.8 $65.4 Market Multiples Metric (3) FV / EBITDA Mgmt. Plan 2018E $11.0 19.2x 16.6x 25.0x 2019E 15.9 13.2x 11.4 17.2 (3) FV / EBITDA Adj. Plan 2018E $10.9 19.2x 16.6x 25.1x 2019E 13.8 15.3x 13.2 19.9 Source: FactSet, Company filings. Note: Market data as of July 19, 2018. Preferred Equity shown at market value. Analysis treats AMC debt and preferred stock on an as converted basis. (1) Includes 413,709 shares issued to AMCX as interest and RSAs granted to directors at an assumed grant value of $4.58 (July 2, 2018 closing price). (2) Valued at book value. 1 (3) EBITDA excludes ACL contribution. Multiples shown on a post-SBC basis.
Preliminary Draft Subject to Review Total Cash Cost to AMCX # of Shares Price per Share By Class $4.25 $6.25 (1) Preferred 3.0 $15.9 $23.3 2015 Warrants $1.50 0.6 $1.7 $2.9 2.37 0.2 0.3 0.6 (2) Proceeds to Warrant Holders $1.9 $3.4 Employee Stock Options $2.66 0.7 $1.1 $2.5 3.00 0.7 0.9 2.3 Miguel CoC Equity Comp. 0.4 1.8 2.7 PSUs and RSUs 0.9 3.8 5.6 (2) Proceeds to Option Holders $7.6 $13.0 Public 4.1 $17.4 $25.6 Fully Diluted Total 10.6 $42.8 $65.4 Source: Public filings. (1) Includes 25% premium due to change of control provision. 2 (2) Assumes warrants and options are net share settled. Preliminary Draft Subject to Review Total Cash Cost to AMCX # of Shares Price per Share By Class $4.25 $6.25 (1) Preferred 3.0 $15.9 $23.3 2015 Warrants $1.50 0.6 $1.7 $2.9 2.37 0.2 0.3 0.6 (2) Proceeds to Warrant Holders $1.9 $3.4 Employee Stock Options $2.66 0.7 $1.1 $2.5 3.00 0.7 0.9 2.3 Miguel CoC Equity Comp. 0.4 1.8 2.7 PSUs and RSUs 0.9 3.8 5.6 (2) Proceeds to Option Holders $7.6 $13.0 Public 4.1 $17.4 $25.6 Fully Diluted Total 10.6 $42.8 $65.4 Source: Public filings. (1) Includes 25% premium due to change of control provision. 2 (2) Assumes warrants and options are net share settled.
IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the promotion or marketing of any transaction contemplated hereby ( Transaction ). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission ( CFTC ), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. By acceptance of these materials, you and we hereby agree that from the commencement of discussions with respect to any Transaction, and notwithstanding any other provision in this presentation, we hereby confirm that no participant in any Transaction shall be limited from disclosing the U.S. tax treatment or U.S. tax structure of such Transaction. We are required to obtain, verify and record certain information that identifies each entity that enters into a formal business relationship with us. We will ask for your complete name, street address, and taxpayer ID number. We may also request corporate formation documents, or other forms of identification, to verify information provided. Any prices or levels contained herein are preliminary and indicative only and do not represent bids or offers. These indications are provided solely for your information and consideration, are subject to change at any time without notice and are not intended as a solicitation with respect to the purchase or sale of any instrument. The information contained in this presentation may include results of analyses from a quantitative model which represent potential future events that may or may not be realized, and is not a complete analysis of every material fact representing any product. Any estimates included herein constitute our judgment as of the date hereof and are subject to change without any notice. We and/or our affiliates may make a market in these instruments for our customers and for our own account. Accordingly, we may have a position in any such instrument at any time. Although this material may contain publicly available information about Citi corporate bond research, fixed income strategy or economic and market analysis, Citi policy (i) prohibits employees from offering, directly or indirectly, a favorable or negative research opinion or offering to change an opinion as consideration or inducement for the receipt of business or for compensation; and (ii) prohibits analysts from being compensated for specific recommendations or views contained in research reports. So as to reduce the potential for conflicts of interest, as well as to reduce any appearance of conflicts of interest, Citi has enacted policies and procedures designed to limit communications between its investment banking and research personnel to specifically prescribed circumstances. © 2018 Citigroup Global Markets Inc. Member SIPC. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world. Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Citi’s Sustainable Progress strategy focuses on sustainability performance across three pillars: Environmental Finance; Environmental and Social Risk Management; and Operations and Supply Chain. Our cornerstone initiative is our $100 Billion Environmental Finance Goal – to lend, invest and facilitate $100 billion over 10 years to activities focused on environmental and climate solutions. IRS Circular 230 Disclosure: Citigroup Inc. and its affiliates do not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended or written to be used, and cannot be used or relied upon, by you for the purpose of avoiding any tax penalties and (ii) may have been written in connection with the promotion or marketing of any transaction contemplated hereby ( Transaction ). Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor. In any instance where distribution of this communication is subject to the rules of the US Commodity Futures Trading Commission ( CFTC ), this communication constitutes an invitation to consider entering into a derivatives transaction under U.S. CFTC Regulations §§ 1.71 and 23.605, where applicable, but is not a binding offer to buy/sell any financial instrument. Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This presentation is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation, subject to applicable law or regulation, you agree to keep confidential the information contained herein and the existence of and proposed terms for any Transaction. Prior to entering into any Transaction, you should determine, without reliance upon us or our affiliates, the economic risks and merits (and independently determine that you are able to assume these risks) as well as the legal, tax and accounting characterizations and consequences of any such Transaction. In this regard, by accepting this presentation, you acknowledge that (a) we are not in the business of providing (and you are not relying on us for) legal, tax or accounting advice, (b) there may be legal, tax or accounting risks associated with any Transaction, (c) you should receive (and rely on) separate and qualified legal, tax and accounting advice and (d) you should apprise senior management in your organization as to such legal, tax and accounting advice (and any risks associated with any Transaction) and our disclaimer as to these matters. 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