EX-99.(C)(VI) 6 d583960dex99cvi.htm EX-99.(C)(VI)

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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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.