EX-99.(C)(VII) 7 d583960dex99cvii.htm EX-99.(C)(VII)

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.

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.