EX-99.(C)(VIII) 8 d583960dex99cviii.htm EX-99.(C)(VIII)

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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