NEW YORK – July 30, 2018 -- A multi-office team at global law firm Greenberg Traurig, LLP is representing the Special Committee of Independent Directors of RLJ Entertainment, Inc. (Nasdaq: RLJE) in AMC Networks Inc.’s (Nasdaq: AMCX) going-private merger with RLJE.
As reported in an announcement of the transaction, RLJE, a Nevada corporation controlled by broadcast media magnate Robert L. Johnson and his affiliates, is a premium digital channel provider serving diverse paid-subscription audiences primarily through its OTT branded channels, Acorn TV (United Kingdom) and the Urban Movie Channel (UMC). UMC showcases feature films, documentaries, original programming, stand-up comedy, and other content primarily for African-American and urban audiences and operates in partnership with RLJE Films, which is a leading action, horror, and thriller feature film and television content licensee. Johnson is the founder of Black Entertainment Television (BET) which was sold to Viacom, Inc. in 2001 for $5 billion. Johnson and his affiliates currently own approximately 43 percent of RLJE’s outstanding common stock.
AMC, which is controlled by cable television pioneer Charles F. Dolan, owns and operates various domestic and international digital programming, TV production, and subscription streaming services, including IFC Films, Sundance TV, Shudder, WE tv, BBC America, and AMC Studios. Dolan founded Cablevision Inc. in 1973 (which was sold to Altice N.V. in 2016 for $16 billion), and he and his son, James L. Dolan, currently own The Madison Square Garden Company, the New York Knicks (NBA franchise), The New York Rangers (NHL franchise), and Radio City Music Hall, Inc. AMC currently owns approximately 30 percent of RLJE’s outstanding common stock.
As publicly announced, pursuant to the definitive merger agreement (and related transaction documentation) entered into on July 29, 2018, AMC is acquiring, for $6.25 per share in cash, the approximately 27 percent of RLJE’s outstanding common stock that, together with Johnson (and his affiliates), it does not already own. AMC is also acquiring in the merger various series of outstanding preferred stock, common stock purchase warrants, and certain common equity derivative securities, and AMC is converting to common stock certain outstanding term loans it made in 2016 to RLJE and its subsidiary-borrowers. Johnson and his affiliates are contributing all of their common stock interests in RLJE to Digital Entertainment Holdings LLC, a subsidiary of AMC (DEH) that will own RLJE following completion of the merger, in exchange for an approximately 17 percent common equity stake in DEH. AMC will own approximately 83 percent of DEH. The aggregate value of the transaction has been reported at approximately $274.0 million.
The Greenberg Traurig team is led by M&A Shareholder Clifford E. Neimeth (New York & Phoenix); Corporate Shareholder Dmitriy A. Tartakovskiy (New York), and Corporate Of-Counsel Gregory H. Cooper (Las Vegas).
Also assisting in the transaction are Corporate Shareholder Michael J. Bonner (Las Vegas); Corporate Shareholder John N. Brewer (Las Vegas); Finance Shareholder Todd E. Bowen (New York); IP Shareholder Manny R. Valcarcel IV (Miami); HSR Shareholder Stephen M. Pepper (New York); Tax Shareholder Harry J. Friedman (Miami); ERISA/Employee Benefits Shareholder Michael R. Einig (Miami); Litigation Shareholder Mark E. Ferrario (Las Vegas); Insurance Shareholder Thomas L. Woodman (Dallas); and Corporate Associate Benjamin J. Einbinder (Los Angeles).
Shareholder Alan I. Annex (New York), who is co-chair of the law firm’s Corporate Practice, led the IPO for the predecessor to RLJE as well as its business combination (SPAC Transaction) in 2012.
AMC is represented in the transaction by Sullivan & Cromwell. Johnson and his affiliates are represented by Arent Fox. Allen & Company acted as financial advisor to the Special Committee and Citigroup Capital Markets Group acted as financial advisor to AMC.
Following a special meeting of RLJE’s stockholders to consider and vote to approve the merger agreement, the merger is expected to be consummated approximately in late-Q4 2018.
About Greenberg Traurig’s Corporate Practice
Greenberg Traurig’s Corporate Practice comprises more than 450 lawyers in the United States, Europe, Asia, the Middle East, and Latin America who regularly advise public and privately held companies, entrepreneurs, and investment funds on global mergers and acquisitions, corporate restructurings, private equity and venture capital, underwritten and syndicated offerings, commercial finance and syndicated lending, cross-border transactions, and general corporate matters. The group’s industry experience includes transactions in a wide range of fields, from the pharmaceutical, medical devices, and life sciences fields, to representations involving clients in the aviation, banking, consumer products, energy, food and beverage, health care, manufacturing, media, technology, and telecommunications sectors.
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