Filing Details

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

RLJ Entertainment, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74965F203

(CUSIP Number)

The RLJ Companies, LLC

3 Bethesda Metro Center

Suite 1000

Bethesda, MD 20814

Attn. H. Van Sinclair

(301) 280-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 26, 2018

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13D

 

 

 

☐

 

 

 

SCHEDULE 13D

 

 

 

 

 

 

 

SCHEDULE 13D

 

 

 

 

 

 

 

SCHEDULE 13D

 

 

 

AMENDMENT NO. 11 TO SCHEDULE 13D

 

This Amendment No. 11 amends the Report on Schedule 13D originally filed on October 15, 2012 (the “Original 13D,” and as amended by the Amendment No. 1 to Schedule 13D filed on June 20, 2013, the Amendment No. 2 to Schedule 13D filed on July 31, 2013, the Amendment No. 3 to Schedule 13D filed on December 11, 2013, the Amendment No. 4 to Schedule 13D filed on April 24, 2015, the Amendment No. 5 to Schedule 13D on June 2, 2015, the Amendment No. 6 to Schedule 13D on August 29, 2016, the Amendment No. 7 to Schedule 13D filed on October 19, 2016, the Amendment No. 8 to Schedule 13D filed on June 20, 2017, the Amendment No. 9 to Schedule 13D filed on October 4, 2017 and the Amendment No. 10 to Schedule 13D filed on January 12, 2018, the “Amended 13D”) by Mr. Robert L. Johnson, The RLJ Companies, LLC (“The RLJ Companies”) and RLJ SPAC Acquisition, LLC (“RLJ SPAC”) with respect to the shares of common stock, par value $0.001 per share (“Common Stock”), of RLJ Entertainment, Inc. (the “Issuer”).  Mr. Johnson, The RLJ Companies and RLJ SPAC are collectively referred to as the “Reporting Persons.”  

 

AMC Networks Inc., a Delaware corporation (“AMC”), and its direct and indirect subsidiaries, Rainbow Media Holdings LLC, a Delaware limited liability company, Rainbow Media Enterprises, Inc., a Delaware corporation, Rainbow Programming Holdings LLC, a Delaware limited liability company, IFC Entertainment Holdings LLC, a Delaware limited liability company, and Digital Entertainment Holdings LLC, a Delaware limited liability company (“DEH”), are collectively referred to as the “AMC Entities.”

 

Unless indicated otherwise, all items left blank remain unchanged, and any items which are reported are deemed to amend and update the existing items in the Amended 13D.

 

 

The Reporting Persons have not acquired any additional securities of the Issuer since the most recent prior amendment to the Amended 13D.

 

 

On February 26, 2018, AMC delivered a letter (the “Proposal Letter”) to the Issuer pursuant to which AMC proposed to acquire the outstanding shares of Common Stock not currently owned by the AMC Entities or the Reporting Persons for a purchase price of $4.25 per share in cash.  Through this offer the AMC Entities intend for the Issuer to become a privately owned subsidiary of AMC, with a minority stake held by Mr. Johnson or his affiliate. AMC stated in the Proposal Letter that it is only interested in acquiring the shares of the Issuer (and outstanding rights to acquire shares of the Issuer) not owned by the AMC Entities or the Reporting Persons and has no interest in disposing of its stake in the Issuer or participating in any other process.  

 

Mr. Johnson has reached an agreement in principal with AMC with respect to liquidity, governance and his role at the company following the closing of the potential transaction, if it occurs.

 

The proposal made by AMC relates to, or would result in, some or all of the matters referred to in subparagraphs (a)-(j), inclusive, of Item 4 of Schedule 13D.  Mr. Johnson anticipates that the Board of Directors of the Issuer will form a special committee of independent directors to consider the proposal with the assistance of an outside financial advisor and legal counsel.  Mr. Johnson will not participate in the Issuer’s evaluation of the proposal.  Other than as set forth in this Amendment 11, the Reporting Persons have no plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13.

 

 

For purposes of Exchange Act Rule 13d-3, each of Mr. Johnson, The RLJ Companies and RLJ SPAC may be deemed to beneficially own 8,294,465 shares of Common Stock (approximately 51.63% of the Common Stock), including 6,794,465 outstanding shares of Common Stock and warrants with an initial exercise date of May 20, 2015 (the “2015 Warrants”) to purchase 1,500,000 shares of Common Stock at $3.00 per share. The foregoing beneficial ownership amount and percentage are calculated in accordance with Securities Exchange Act Rule 13d-3(1)(i), which directs that reporting persons assume that their warrants are exercised in their entirety and that no other holder of convertible preferred stock or warrants converts their convertible preferred stock or exercises their warrants. Each of the Reporting Persons has shared power to vote, or direct the vote, and shared power to dispose, or to direct the disposition, with respect to the shares of Common Stock reported for such Reporting Person.

 

As disclosed in the AMC Entities Schedule 13D, as of February 26, 2018, each of the AMC Entities beneficially owns (i) 3,821,588 shares of Common Stock of the Issuer held by DEH, (ii) 2,893,693 shares of Common Stock of the Issuer issuable upon the

 

SCHEDULE 13D

 

 

conversion of all of the shares of Preferred Stock of the Issuer held by DEH, (iii) 18,333,000 shares of Common Stock of the Issuer issuable upon the exercise in full of the Class A, Class B and Class C warrants to purchase Common Stock with an initial exercise date of October 14, 2016 (the “AMC Warrants”) held by DEH and (iv) 747,945 shares of Common Stock of the Issuer issuable upon the exercise in full of the 2015 Warrants held by DEH, which represents in the aggregate 70.6% of the number of shares of Common Stock outstanding based on 14,564,678 shares of Common Stock of the Issuer outstanding as of January 2, 2018, plus (i) the 2,893,693 shares of Common Stock issuable upon the conversion in full of the Preferred Stock, (ii) the 18,333,000 shares of Common Stock issuable upon the exercise in full of the AMC Warrants, and (iii) the 747,945 shares of Common Stock issuable upon the exercise in full of the 2015 Warrants. Pursuant to Rule 13d-3(d)(1)(i), this calculation does not include shares of Common Stock not outstanding which are subject to options, warrants, rights or conversion privileges held by parties other than the AMC Entities.  Assuming the conversion of all Preferred Stock and the exercise of all 2015 Warrants held by third parties (including the Reporting Persons), the Common Stock underlying the AMC Warrants held by DEH, if fully exercised, would represent in the aggregate no less than 50.1% of the Common Stock on a fully diluted basis.

 

To the Reporting Persons’ knowledge, none of the Covered Persons (as defined in the AMC Entities Schedule 13D) directly owns any shares of Common Stock as of February 26, 2018; provided, however, that because of each Covered Person’s status as a controlling stockholder, director or executive officer of one more of the AMC Entities, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such AMC Entity.  

 

Each of the Reporting Persons may be deemed to be a member of a “group” under Rule 13d-5 of the Exchange Act with the AMC Entities and Covered Persons with respect to the Common Stock of the Issuer. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock and other securities held by the AMC Entities and Covered Person pursuant to Rule 13d-4 of the Exchange Act, and the filing of this Schedule 13D shall not be construed as an admission that any such Reporting Person is the beneficial owner of the Common Stock or other securities held by the AMC Entities or Covered Person.

 

None of the Reporting Persons has effected any transactions in Common Stock of the Issuer during the past 60 days.

 

No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this statement on Schedule 13D.

 

See Item 4.

 

 

SCHEDULE 13D

 

 

 

 

 

 

SCHEDULE 13D

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.