EX-99.(C)(IV) 4 d583960dex99civ.htm EX-99.(C)(IV)

Exhibit (c)(iv) Citi Corporate & Investment Banking | Global Media & Telecom Group September 2017 Discussion Materials Strictly Private and Confidential Exhibit (c)(iv) Citi Corporate & Investment Banking | Global Media & Telecom Group September 2017 Discussion Materials Strictly Private and Confidential

Preliminary Draft Subject to Review RLJE 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: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trading day Financial Announced Completes Receives Announces Announces debt Announced GAMCO files RLJE reports RLJE reports following acquisition obligation and debt capital delisting 1:3 reverse transaction with higher than 13D and Q1 2017 Q2 2017 of Image credit facility refinancing restructuring warning letter stock split AMCX, stock rises expected announces Results Results Entertainment and agreement through sale from NASDAQ 14%, but subsequently Q4’16 ending ~5% stake, Acorn Media by modified of warrants for trading trades back down in SVOD stock RLJ SPAC and preferred below $1 the following days subscribers increases 9% $30.00 $25.00 LTM Stock Price Performance $20.00 Oct 17, 2016 Jan 17, 2017 Feb 6, 2017 May 11, 2017 Aug 10, 2017 90% 65% Trading Statistics $15.00 40% 27.7% (1) Beta 0.55 S&P 500 15% 15.7% Short Interest 0.9% (10%) Avg. Abs. Daily Price (35%) $10.00 3.8% Change (60%) Sep-16 Dec-16 Mar-17 Jun-17 Sep-17 LTM Average Daily 2.4% Volume / Public Float $5.00 $3.00 $0.00 Oct-12 Feb-13 Jun-13 Sep-13 Jan-14 May-14 Sep-14 Jan-15 May-15 Sep-15 Jan-16 May-16 Sep-16 Jan-17 May-17 Sep-17 Source: Company filings, Factset, Bloomberg. Note: Market data as of 9/8/2017. 1 Preliminary Draft Subject to Review RLJE 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: Jan 17, 2017: Feb 6, 2017: May 11, 2017: Aug 10, 2017: First trading day Financial Announced Completes Receives Announces Announces debt Announced GAMCO files RLJE reports RLJE reports following acquisition obligation and debt capital delisting 1:3 reverse transaction with higher than 13D and Q1 2017 Q2 2017 of Image credit facility refinancing restructuring warning letter stock split AMCX, stock rises expected announces Results Results Entertainment and agreement through sale from NASDAQ 14%, but subsequently Q4’16 ending ~5% stake, Acorn Media by modified of warrants for trading trades back down in SVOD stock RLJ SPAC and preferred below $1 the following days subscribers increases 9% $30.00 $25.00 LTM Stock Price Performance $20.00 Oct 17, 2016 Jan 17, 2017 Feb 6, 2017 May 11, 2017 Aug 10, 2017 90% 65% Trading Statistics $15.00 40% 27.7% (1) Beta 0.55 S&P 500 15% 15.7% Short Interest 0.9% (10%) Avg. Abs. Daily Price (35%) $10.00 3.8% Change (60%) Sep-16 Dec-16 Mar-17 Jun-17 Sep-17 LTM Average Daily 2.4% Volume / Public Float $5.00 $3.00 $0.00 Oct-12 Feb-13 Jun-13 Sep-13 Jan-14 May-14 Sep-14 Jan-15 May-15 Sep-15 Jan-16 May-16 Sep-16 Jan-17 May-17 Sep-17 Source: Company filings, Factset, Bloomberg. Note: Market data as of 9/8/2017. 1

Preliminary Draft Subject to Review RLJE Q2’17 Earnings Update Commentary Q2’17 Earnings Results · RLJE delivered a solid Q2, and is poised for a strong FY2017 (US$ in million) Q2'17 Q2'16 Var % Subscribers 550 341 61% · Net Revenue: Increased 19% YoY, driven by a 72% increase Revenue in revenue from Proprietary Digital Channels Digital Channels $6.4 $3.7 72% · EBITDA: Adjusted EBITDA for the quarter improved from a loss of $0.3 million last year to a gain of $3.9 million this year IP Licensing 0.002 -- NA Wholesale Distribution 12.4 12.0 3 · Subscribers: Digital Channels paying subscribers increased 61% from the second quarter of 2016 to over 550,000 Corporate -- -- -- · Gross margin: increased 21.5 percentage points to 51.7% Total Revenue $18.8 $15.8 19% YoY, driven by growth in the Digital Channels segment and a more licensing deals in the Wholesale Distribution segment EBITDA Digital Channels $2.5 $1.4 75% · Leverage: The Company expects to decrease financial leverage 6.0x by the end pf FY2017 IP Licensing (0.1) (0.1) -- Wholesale Distribution 2.5 (0.6) -- 1 Month Stock Price Performance (8/8/2017 – 9/8/2017) Corporate (2.7) (2.8) -- Total EBITDA $2.2 ($2.1) -- Margin % 11% NM (10%) Free Cash Flow ($5.1) $1.3 (483%) Adjusted EPS $0.24 $0.31 (23) Q2 Earnings (25%) Basic Shares (mm) 13.6 5.1 168% (30%) 9/8/17 8/8/17 8/14/17 8/20/17 8/26/17 9/1/17 9/7/17 Source: Company Filings, FactSet. 2 Note: Market data as of 9/8/2017. Preliminary Draft Subject to Review RLJE Q2’17 Earnings Update Commentary Q2’17 Earnings Results · RLJE delivered a solid Q2, and is poised for a strong FY2017 (US$ in million) Q2'17 Q2'16 Var % Subscribers 550 341 61% · Net Revenue: Increased 19% YoY, driven by a 72% increase Revenue in revenue from Proprietary Digital Channels Digital Channels $6.4 $3.7 72% · EBITDA: Adjusted EBITDA for the quarter improved from a loss of $0.3 million last year to a gain of $3.9 million this year IP Licensing 0.002 -- NA Wholesale Distribution 12.4 12.0 3 · Subscribers: Digital Channels paying subscribers increased 61% from the second quarter of 2016 to over 550,000 Corporate -- -- -- · Gross margin: increased 21.5 percentage points to 51.7% Total Revenue $18.8 $15.8 19% YoY, driven by growth in the Digital Channels segment and a more licensing deals in the Wholesale Distribution segment EBITDA Digital Channels $2.5 $1.4 75% · Leverage: The Company expects to decrease financial leverage 6.0x by the end pf FY2017 IP Licensing (0.1) (0.1) -- Wholesale Distribution 2.5 (0.6) -- 1 Month Stock Price Performance (8/8/2017 – 9/8/2017) Corporate (2.7) (2.8) -- Total EBITDA $2.2 ($2.1) -- Margin % 11% NM (10%) Free Cash Flow ($5.1) $1.3 (483%) Adjusted EPS $0.24 $0.31 (23) Q2 Earnings (25%) Basic Shares (mm) 13.6 5.1 168% (30%) 9/8/17 8/8/17 8/14/17 8/20/17 8/26/17 9/1/17 9/7/17 Source: Company Filings, FactSet. 2 Note: Market data as of 9/8/2017.

Preliminary Draft Subject to Review RLJE Summary Financials Revenue ’13 – ’16 ’16 – ’20 · Deliberately shifting ($ in mm) CAGR CAGR business to SVOD away from traditional distribution $165 · SVOD expected to show $138 $136 $41 continued growth as Acorn $125 $118 and UMC gain subscribers $33 $8 $103 $99 $28 $91 $4 99% 49% $80 $8 $80 $8 $9 · Distribution business is $60 $3 $3 $43 $28 $16 restructuring to focus on $115 broadcast and digital while $91 $86 $88 $64 $63 $60 $58 $55 (18%) (3%) seeking efficiencies in physical (i.e. DVDs) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Distribution SVOD Platform IP Licensing Other Direct To Consumer (Discontinued) Total Revenue Growth (%) (9%) (16%) (9%) NA (36%) 13% 13% 15% 15% (2)(3) Adj. EBITDA ’13 – ’16 ’16 – ’20 ($ in mm) $37 CAGR CAGR · SVOD business projected $29 to become primary driver of (1) $23 '13-'16 CAGR 1% EBITDA $33 $15 · Elimination of loss making $14 $13 $10 $25 NM 48% $7 $17 U.S. catalog / eCommerce $1 $4 $5 $3 $11 $5 $7 business has improved $1 $2 $1 $2 $9 $9 $8 margins $2 $5 $2 $4 $4 $4 $2 (25%) (20%) $1 ($3) ($3) ($0) ($1) ($1) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Distribution SVOD Platform IP Licensing Other Direct To Consumer (Discontinued) Growth (%) 49% (30%) (21%) NA 74% 18% 46% 30% 26% % Margin 8% 7% 6% 12% 16% 17% 22% 25% 27% Source: Management Projections, Company Financials. (1) Excludes Direct to Consumer segment. (2) Adjusted EBITDA includes Equity Earnings of Affiliate. 3 (3) Corporate overhead and one time adjustments to EBITDA allocated pro rata to segments based on revenue contribution. Preliminary Draft Subject to Review RLJE Summary Financials Revenue ’13 – ’16 ’16 – ’20 · Deliberately shifting ($ in mm) CAGR CAGR business to SVOD away from traditional distribution $165 · SVOD expected to show $138 $136 $41 continued growth as Acorn $125 $118 and UMC gain subscribers $33 $8 $103 $99 $28 $91 $4 99% 49% $80 $8 $80 $8 $9 · Distribution business is $60 $3 $3 $43 $28 $16 restructuring to focus on $115 broadcast and digital while $91 $86 $88 $64 $63 $60 $58 $55 (18%) (3%) seeking efficiencies in physical (i.e. DVDs) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Distribution SVOD Platform IP Licensing Other Direct To Consumer (Discontinued) Total Revenue Growth (%) (9%) (16%) (9%) NA (36%) 13% 13% 15% 15% (2)(3) Adj. EBITDA ’13 – ’16 ’16 – ’20 ($ in mm) $37 CAGR CAGR · SVOD business projected $29 to become primary driver of (1) $23 '13-'16 CAGR 1% EBITDA $33 $15 · Elimination of loss making $14 $13 $10 $25 NM 48% $7 $17 U.S. catalog / eCommerce $1 $4 $5 $3 $11 $5 $7 business has improved $1 $2 $1 $2 $9 $9 $8 margins $2 $5 $2 $4 $4 $4 $2 (25%) (20%) $1 ($3) ($3) ($0) ($1) ($1) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Distribution SVOD Platform IP Licensing Other Direct To Consumer (Discontinued) Growth (%) 49% (30%) (21%) NA 74% 18% 46% 30% 26% % Margin 8% 7% 6% 12% 16% 17% 22% 25% 27% Source: Management Projections, Company Financials. (1) Excludes Direct to Consumer segment. (2) Adjusted EBITDA includes Equity Earnings of Affiliate. 3 (3) Corporate overhead and one time adjustments to EBITDA allocated pro rata to segments based on revenue contribution.

Preliminary Draft Subject to Review RLJE Summary Financials (Cont’d.) Capex & Content Spend ($ in mm) · Increasing the acquisition of original and exclusive content to $54 $51 $50 enhance the SVOD value $47 $2 $46 $1 $43 $2 proposition $41 $41 $2 $2 $2 $35 $2 $2 · Business requires minimal capex $1 $52 $50 $48 $45 $45 $41 $39 $39 $34 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Capex Cash Content Spend % of Revenue 31% 34% 33% 41% 44% 48% 46% 43% 40% Levered FCF ($ in mm) · Business expected to become free cash flow positive in 2017. Top line growth in SVOD expected to offset $23 rising content investment $16 $6 $6 $3 $3 $1 ($7) ($11) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Source: Company Financials. 4 Preliminary Draft Subject to Review RLJE Summary Financials (Cont’d.) Capex & Content Spend ($ in mm) · Increasing the acquisition of original and exclusive content to $54 $51 $50 enhance the SVOD value $47 $2 $46 $1 $43 $2 proposition $41 $41 $2 $2 $2 $35 $2 $2 · Business requires minimal capex $1 $52 $50 $48 $45 $45 $41 $39 $39 $34 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Capex Cash Content Spend % of Revenue 31% 34% 33% 41% 44% 48% 46% 43% 40% Levered FCF ($ in mm) · Business expected to become free cash flow positive in 2017. Top line growth in SVOD expected to offset $23 rising content investment $16 $6 $6 $3 $3 $1 ($7) ($11) 2013A 2014A 2015A PF 2015 2016A 2017E 2018E 2019E 2020E Source: Company Financials. 4

Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current 8% 17% 25% Implied Share Price $3.00 $3.25 $3.50 $3.75 Basic Shares 13.6 13.6 13.6 13.6 (1) (1) (1) (+) Net Warrants & RSUs 1.4 21.4 22.9 24.2 TSM Shares 15.0 35.0 36.5 37.7 Price % Premium to Current $3.00 -- 8% 17% 25% % Premium / (Discount) to 52 Week High 4.46 (33) (27) (22) (16) % Premium to 52 Week Low 1.34 124 143 161 180 % Premium / (Discount) to VWAP 30-Day $3.31 (9%) (2%) 6% 13% 90-Day 3.41 (12) (5) 3 10 1-Year 2.36 27 38 48 59 Common Equity Value $45 $114 $128 $141 (+) Preferred Equity 18 18 18 18 (+) CoC Premium on Preferred if Put -- 5 5 5 (1) (1) (1) (+) Net Debt 66 11 11 11 (-) Unconsolidated Agatha Christie Investment @ Book (18) (18) (18) (18) Firm Value $111 $130 $144 $157 TRUE TRUE TRUE Market Multiples Metric FV / EBITDA 2017E $15 7.2 8.4 9.3 10.2 Price / FCF 2017E $3 14.4x 36.4x 40.9x 45.3x Source: FactSet, Company Filings. Note: Market data as of 9/8/2017. (1) Assumes exercise of AMC warrants. 5 Preliminary Draft Subject to Review RLJE Analysis at Various Prices ($ in mm) Current 8% 17% 25% Implied Share Price $3.00 $3.25 $3.50 $3.75 Basic Shares 13.6 13.6 13.6 13.6 (1) (1) (1) (+) Net Warrants & RSUs 1.4 21.4 22.9 24.2 TSM Shares 15.0 35.0 36.5 37.7 Price % Premium to Current $3.00 -- 8% 17% 25% % Premium / (Discount) to 52 Week High 4.46 (33) (27) (22) (16) % Premium to 52 Week Low 1.34 124 143 161 180 % Premium / (Discount) to VWAP 30-Day $3.31 (9%) (2%) 6% 13% 90-Day 3.41 (12) (5) 3 10 1-Year 2.36 27 38 48 59 Common Equity Value $45 $114 $128 $141 (+) Preferred Equity 18 18 18 18 (+) CoC Premium on Preferred if Put -- 5 5 5 (1) (1) (1) (+) Net Debt 66 11 11 11 (-) Unconsolidated Agatha Christie Investment @ Book (18) (18) (18) (18) Firm Value $111 $130 $144 $157 TRUE TRUE TRUE Market Multiples Metric FV / EBITDA 2017E $15 7.2 8.4 9.3 10.2 Price / FCF 2017E $3 14.4x 36.4x 40.9x 45.3x Source: FactSet, Company Filings. Note: Market data as of 9/8/2017. (1) Assumes exercise of AMC warrants. 5

Preliminary Draft Subject to Review RLJE Shareholder Proceeds at Various Prices (1) (1) Fully Diluted Ownership Proceeds by Major Shareholder (Shares and US$ in millions) (Shares and US$ in millions) · Common stock and net exercise price of warrants to be paid in cash and/or stock · Preferred shares are put to AMC at 125% of face value in cash for all offers less than $3.75 – Face value includes accrued dividends – $18mm face value and $5mm Change of Control premium RLJE Offer Price $3.25 $3.50 $3.75 By Holder Number of Shares Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Common Preferred Warrants Options Fully Diluted AMCX 2.3 -- 18.3 -- 20.6 20.6 $66.9 55.7% 20.6 $72.0 55.7% 20.6 $77.2 47.8% Bob Johnson 6.8 -- 1.5 -- 8.3 8.3 27.0 22.4 8.3 29.0 22.4 8.3 31.1 19.3 JH Investments 0.7 3.0 0.7 -- 4.4 1.4 4.6 3.9 1.4 5.0 3.9 4.4 16.6 10.3 Wolverine -- 1.6 0.4 -- 2.0 0.4 1.3 1.1 0.4 1.4 1.1 2.0 7.5 4.6 Sudbury 0.1 0.9 0.2 -- 1.2 0.3 1.0 0.8 0.3 1.0 0.8 1.2 4.4 2.7 (2) Other 4.3 0.6 0.3 1.4 6.6 6.0 19.4 16.1 6.0 20.9 16.1 6.6 24.6 15.3 Fully Diluted Total 14.1 6.1 21.4 1.4 43.0 36.9 $120.1 100.0% 36.9 $129.3 100.0% 43.0 $161.4 100.0% (1) Proceeds by Major Shareholder RLJE Offer Price RLJE Offer Price $3.25 $3.50 $3.75 Proceeds Number of Shares Proceeds Proceeds Proceeds Warrant Price Common Preferred Warrants Options Fully Diluted Common Preferred Warrants Options Total Common Preferred Warrants Options Total Common Preferred Warrants Options Total AMCX 2.3 -- 18.3 -- 20.6 Bob Johnson 6.8 -- 1.5 -- 8.3 $22.1 -- -- -- $22.1 $23.8 -- $0.8 -- $24.5 $25.5 -- $1.1 -- $26.6 JH Investments 0.7 3.0 0.7 -- 4.4 2.2 11.2 1.3 -- 14.7 2.4 11.2 1.5 -- 15.1 2.5 11.2 1.7 -- 15.5 Wolverine -- 1.6 0.4 -- 2.0 -- 6.0 0.7 -- 6.7 -- 6.0 0.8 -- 6.8 -- 6.0 0.9 -- 6.9 Sudbury 0.1 0.9 0.2 -- 1.2 0.3 3.3 0.7 -- 4.2 0.3 3.3 0.7 -- 4.3 0.4 3.3 0.8 -- 4.4 (2) 4.3 0.6 0.3 1.4 6.6 14.0 2.3 0.6 0.6 17.4 15.1 2.3 0.2 0.9 18.5 16.1 2.3 0.3 1.3 20.0 Other Total 14.1 6.1 21.4 1.4 43.0 $38.6 $22.8 $3.2 $0.6 $65.2 $41.5 $22.8 $4.0 $0.9 $69.3 $44.5 $22.8 $4.8 $1.3 $73.4 Source: Company Filings. (1) Excludes 2012 Warrants. 6 (2) Includes Restricted Service Shares and Restricted Performance Shares. Preliminary Draft Subject to Review RLJE Shareholder Proceeds at Various Prices (1) (1) Fully Diluted Ownership Proceeds by Major Shareholder (Shares and US$ in millions) (Shares and US$ in millions) · Common stock and net exercise price of warrants to be paid in cash and/or stock · Preferred shares are put to AMC at 125% of face value in cash for all offers less than $3.75 – Face value includes accrued dividends – $18mm face value and $5mm Change of Control premium RLJE Offer Price $3.25 $3.50 $3.75 By Holder Number of Shares Shares ($) % of O/S Shares ($) % of O/S Shares ($) % of O/S Common Preferred Warrants Options Fully Diluted AMCX 2.3 -- 18.3 -- 20.6 20.6 $66.9 55.7% 20.6 $72.0 55.7% 20.6 $77.2 47.8% Bob Johnson 6.8 -- 1.5 -- 8.3 8.3 27.0 22.4 8.3 29.0 22.4 8.3 31.1 19.3 JH Investments 0.7 3.0 0.7 -- 4.4 1.4 4.6 3.9 1.4 5.0 3.9 4.4 16.6 10.3 Wolverine -- 1.6 0.4 -- 2.0 0.4 1.3 1.1 0.4 1.4 1.1 2.0 7.5 4.6 Sudbury 0.1 0.9 0.2 -- 1.2 0.3 1.0 0.8 0.3 1.0 0.8 1.2 4.4 2.7 (2) Other 4.3 0.6 0.3 1.4 6.6 6.0 19.4 16.1 6.0 20.9 16.1 6.6 24.6 15.3 Fully Diluted Total 14.1 6.1 21.4 1.4 43.0 36.9 $120.1 100.0% 36.9 $129.3 100.0% 43.0 $161.4 100.0% (1) Proceeds by Major Shareholder RLJE Offer Price RLJE Offer Price $3.25 $3.50 $3.75 Proceeds Number of Shares Proceeds Proceeds Proceeds Warrant Price Common Preferred Warrants Options Fully Diluted Common Preferred Warrants Options Total Common Preferred Warrants Options Total Common Preferred Warrants Options Total AMCX 2.3 -- 18.3 -- 20.6 Bob Johnson 6.8 -- 1.5 -- 8.3 $22.1 -- -- -- $22.1 $23.8 -- $0.8 -- $24.5 $25.5 -- $1.1 -- $26.6 JH Investments 0.7 3.0 0.7 -- 4.4 2.2 11.2 1.3 -- 14.7 2.4 11.2 1.5 -- 15.1 2.5 11.2 1.7 -- 15.5 Wolverine -- 1.6 0.4 -- 2.0 -- 6.0 0.7 -- 6.7 -- 6.0 0.8 -- 6.8 -- 6.0 0.9 -- 6.9 Sudbury 0.1 0.9 0.2 -- 1.2 0.3 3.3 0.7 -- 4.2 0.3 3.3 0.7 -- 4.3 0.4 3.3 0.8 -- 4.4 (2) 4.3 0.6 0.3 1.4 6.6 14.0 2.3 0.6 0.6 17.4 15.1 2.3 0.2 0.9 18.5 16.1 2.3 0.3 1.3 20.0 Other Total 14.1 6.1 21.4 1.4 43.0 $38.6 $22.8 $3.2 $0.6 $65.2 $41.5 $22.8 $4.0 $0.9 $69.3 $44.5 $22.8 $4.8 $1.3 $73.4 Source: Company Filings. (1) Excludes 2012 Warrants. 6 (2) Includes Restricted Service Shares and Restricted Performance Shares.

Preliminary Draft Illustrative Proposal Alternatives Subject to Review 1 2 3 All Cash All Stock 50/50 Cash / Stock All Cash All Stock 50/50 Mix Overview · RLJE acquired for $3.75 per share (13% premium) with preferred shares put at $23mm (face +25% premium) Consideration Mix Common Equity Holders Stock Class A - 1 vote per share -- $64 $32 Class B - 10 votes per share -- -- -- Cash $64 -- $32 Preferred Equity Holders (1) Cash $23 $23 $23 Total Consideration $87 $87 $87 Ownership Economic AMCX Public 81% 80% 80% Dolan Family 19 19 19 AMCX Total 100% 98% 99% RLJE Total -- 2% 1% Voting AMC Public 31% 31% 31% Dolan Family 69 68 68 AMCX Total 100% 99% 100% RLJE Total -- 1% 0% Leverage Total Debt / LTM EBITDA 3.1x 3.0x 3.1x Net Debt / LTM EBITDA 2.8 2.7 2.7 Accretion / Dilution AMCX 2017E FCF / Share $4.50 $4.50 $4.50 PF AMCX 2017E FCF / Share 4.59 4.52 4.56 Accretion / (Dilution) 2.0% 0.4% 1.2% 7 (1) Holders of convertible preferred with conversion price of $3.00, redeemed at 125% of face value. Preliminary Draft Illustrative Proposal Alternatives Subject to Review 1 2 3 All Cash All Stock 50/50 Cash / Stock All Cash All Stock 50/50 Mix Overview · RLJE acquired for $3.75 per share (13% premium) with preferred shares put at $23mm (face +25% premium) Consideration Mix Common Equity Holders Stock Class A - 1 vote per share -- $64 $32 Class B - 10 votes per share -- -- -- Cash $64 -- $32 Preferred Equity Holders (1) Cash $23 $23 $23 Total Consideration $87 $87 $87 Ownership Economic AMCX Public 81% 80% 80% Dolan Family 19 19 19 AMCX Total 100% 98% 99% RLJE Total -- 2% 1% Voting AMC Public 31% 31% 31% Dolan Family 69 68 68 AMCX Total 100% 99% 100% RLJE Total -- 1% 0% Leverage Total Debt / LTM EBITDA 3.1x 3.0x 3.1x Net Debt / LTM EBITDA 2.8 2.7 2.7 Accretion / Dilution AMCX 2017E FCF / Share $4.50 $4.50 $4.50 PF AMCX 2017E FCF / Share 4.59 4.52 4.56 Accretion / (Dilution) 2.0% 0.4% 1.2% 7 (1) Holders of convertible preferred with conversion price of $3.00, redeemed at 125% of face value.

Preliminary Draft Subject to Review RLJE Capitalization Table Capitalization Table ($ in mm) ($ in mm) Maturity x Interest Rate x 6/30/2017 Cash & Cash Equivalents $12.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.00% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.00 55.0 Total Debt $78.0 Net Debt FY 2016 H1 2016 H1 2017 65.8 LTM EBITDA $13.1 ($0.8) $4.0 $17.9 Leverage Stats Total Debt / LTM EBITDA 4.4x Net Debt / LTM EBITDA 3.7 Source: Company Filings. 8 Preliminary Draft Subject to Review RLJE Capitalization Table Capitalization Table ($ in mm) ($ in mm) Maturity x Interest Rate x 6/30/2017 Cash & Cash Equivalents $12.2 AMC Term Loan Tranche A Beginning June 30, 2020 7.00% $23.0 AMC Term Loan Tranche B Beginning October 14, 2021 6.00 55.0 Total Debt $78.0 Net Debt FY 2016 H1 2016 H1 2017 65.8 LTM EBITDA $13.1 ($0.8) $4.0 $17.9 Leverage Stats Total Debt / LTM EBITDA 4.4x Net Debt / LTM EBITDA 3.7 Source: Company Filings. 8

Premiums Paid in Selected Squeeze Out Transactions Deal Value Acquiror Unaffected Premium to / Annc. Date Target Acquiror ($ mm) Voting % Offer Price 1 Day 1 Month 2016 12/19/2016 Calamos Asset Management, Inc. Management Buyout $159 97% $8.25 12% 19% 06/03/2016 Talen Energy Corporation Riverstone Holdings LLC 1,170 35 14.00 56 120 03/09/2016 Crown Media Holdings, Inc. Hallmark Cards, Incorporated 176 90 5.05 2 15 03/07/2016 National Interstate Corporation American Financial Group, Inc. 311 51 32.50 44 39 02/29/2016 Federal-Mogul Holdings Corporation Icahn Enterprises L.P. 304 82 9.25 86 98 01/19/2016 Rouse Properties, Inc. Brookfield Asset Management Inc. 705 34 18.25 35 29 2015 06/18/2015 SL Industries, Inc. Handy & Harman Ltd. $119 25% $40.00 38% 22% 2012 11/08/2012 Danfoss Power Danfoss A/S $690 76% $58.50 49% 49% 09/26/2012 American Greetings Corporation Management Buyout 642 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 M. Marquez 400 50 12.50 63 69 2011 10/03/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 07/12/2011 XO Holdings ACF Industries 96 92 1.40 84 103 04/21/2011 CNA Surety CNA Financial 475 61 26.55 38 49 02/22/2011 Caraco Pharmaceutical Labs Sun Pharmaceutical ind. 51 76 5.25 16 16 01/09/2011 Playboy Hugh Hefner 137 70 6.15 51 54 2010 11/15/2010 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 03/21/2010 CNX Gas CONSOL Energy 965 83 38.25 46 43 2009 11/03/2009 Landry's Restaurants Tilman Fertìtta $157 57% $24.00 11% 16% 09/08/2009 Odyssey Re Holdings Fairfax Financial Holdings 1,098 73 65.00 30 40 07/13/2009 iBasis KPN NV 93 56 3.00 33 32 04/20/2009 The Pepsi Bottling Group, Inc. PepsiCo, Inc. 5,202 39 36.50 45 87 04/20/2009 PepsiAmericas, Inc. PepsiCo, Inc. 2,028 43 28.50 43 79 03/25/2009 Hearst-Argyle Television Hearst Corp. 77 76 4.50 115 150 03/22/2009 Cox Radio Cox Enterprises 82 96 4.80 45 (6) 2008 07/21/2008 Genentech, Inc. Roche Holding Ltd $44,052 56% $95.00 16% 28% 03/10/2008 Nationwide Financial Services Nationwide Mutual Insurance 2,440 95 52.25 38 28 Average $2,341 66% 40% 48% Median 308 70 38 33 9 Source: Citi M&A, Deal Point Data, Deal Intelligence, Company Filings. Premiums Paid in Selected Squeeze Out Transactions Deal Value Acquiror Unaffected Premium to / Annc. Date Target Acquiror ($ mm) Voting % Offer Price 1 Day 1 Month 2016 12/19/2016 Calamos Asset Management, Inc. Management Buyout $159 97% $8.25 12% 19% 06/03/2016 Talen Energy Corporation Riverstone Holdings LLC 1,170 35 14.00 56 120 03/09/2016 Crown Media Holdings, Inc. Hallmark Cards, Incorporated 176 90 5.05 2 15 03/07/2016 National Interstate Corporation American Financial Group, Inc. 311 51 32.50 44 39 02/29/2016 Federal-Mogul Holdings Corporation Icahn Enterprises L.P. 304 82 9.25 86 98 01/19/2016 Rouse Properties, Inc. Brookfield Asset Management Inc. 705 34 18.25 35 29 2015 06/18/2015 SL Industries, Inc. Handy & Harman Ltd. $119 25% $40.00 38% 22% 2012 11/08/2012 Danfoss Power Danfoss A/S $690 76% $58.50 49% 49% 09/26/2012 American Greetings Corporation Management Buyout 642 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 M. Marquez 400 50 12.50 63 69 2011 10/03/2011 C&D Technologies Angelo Gordon $52 65% $9.75 18% 18% 07/12/2011 XO Holdings ACF Industries 96 92 1.40 84 103 04/21/2011 CNA Surety CNA Financial 475 61 26.55 38 49 02/22/2011 Caraco Pharmaceutical Labs Sun Pharmaceutical ind. 51 76 5.25 16 16 01/09/2011 Playboy Hugh Hefner 137 70 6.15 51 54 2010 11/15/2010 Mediacom Communications Rocco B. Commisso $3,597 86% $8.75 28% 25% 03/21/2010 CNX Gas CONSOL Energy 965 83 38.25 46 43 2009 11/03/2009 Landry's Restaurants Tilman Fertìtta $157 57% $24.00 11% 16% 09/08/2009 Odyssey Re Holdings Fairfax Financial Holdings 1,098 73 65.00 30 40 07/13/2009 iBasis KPN NV 93 56 3.00 33 32 04/20/2009 The Pepsi Bottling Group, Inc. PepsiCo, Inc. 5,202 39 36.50 45 87 04/20/2009 PepsiAmericas, Inc. PepsiCo, Inc. 2,028 43 28.50 43 79 03/25/2009 Hearst-Argyle Television Hearst Corp. 77 76 4.50 115 150 03/22/2009 Cox Radio Cox Enterprises 82 96 4.80 45 (6) 2008 07/21/2008 Genentech, Inc. Roche Holding Ltd $44,052 56% $95.00 16% 28% 03/10/2008 Nationwide Financial Services Nationwide Mutual Insurance 2,440 95 52.25 38 28 Average $2,341 66% 40% 48% Median 308 70 38 33 9 Source: Citi M&A, Deal Point Data, Deal Intelligence, Company Filings.

Preliminary Draft Subject to Review Key Management Name Position Biography · Mr. Johnson was appointed as the Company’s chairman in October 2012 · From November 2010 to October 2012, Mr. Johnson served as the chairman of the board of RLJ Acquisition, Inc., a special purpose acquisition company that created the Company Robert L. Chairman of · Mr. Johnson founded The RLJ Companies, an innovative business network that owns or holds interests in Johnson the Board a diverse portfolio of companies and has served as its chairman since February 2003 · Prior to forming The RLJ Companies, Mr. Johnson was founder and chief executive officer of Black Entertainment Television (or BET), which was acquired by Viacom Inc. in 2001 · Mr. Johnson continued to serve as chief executive officer of BET until February 2006 · Mr. Penella was appointed as the Company’s Chief Executive Officer on January 18, 2013 · From October 2012 until January 18, 2013, Mr. Penella served as Chief Operating Officer · From April 2007 to October 2012, Mr. Penella served as Chief Executive Officer of Acorn Media Group, Inc., which was acquired by the Company in October 2012 Chief Miguel Executive · At Acorn Media Group, Mr. Penella oversaw operations and was the driving force behind the worldwide Penella Officer expansion of both the Acorn and Acacia brands, including the acquisition of 64% of Agatha Christie Limited and the launch of Acorn TV, the Company’s first proprietary subscription VOD channel · Mr. Penella came to Acorn from Time-Life where he rose in the ranks from circulation director of the catalog department to director of catalogs for the music division and then to vice president of customer marketing in 2001 · Mr. Rostom was appointed as the Company’s Chief Financial Officer on May 18, 2016 · From January 2014 to May 2016, Mr. Rostom served in senior and executive positions with GetWellNetwork, Inc. (“GWN”), a healthcare solutions provider Chief Nazir · During his tenure, Mr. Rostom led various strategic financing, M&A activities, and financial planning and Financial Rostom analysis at GWN Officer · Prior to GWN, he was Director of Finance and Assistant Treasurer for GTT Communications, Inc., from September 2011 to January 2014 · Mr. Rostom began his career in investment banking at PriceWaterhouseCoopers Source: Company website. 10 Preliminary Draft Subject to Review Key Management Name Position Biography · Mr. Johnson was appointed as the Company’s chairman in October 2012 · From November 2010 to October 2012, Mr. Johnson served as the chairman of the board of RLJ Acquisition, Inc., a special purpose acquisition company that created the Company Robert L. Chairman of · Mr. Johnson founded The RLJ Companies, an innovative business network that owns or holds interests in Johnson the Board a diverse portfolio of companies and has served as its chairman since February 2003 · Prior to forming The RLJ Companies, Mr. Johnson was founder and chief executive officer of Black Entertainment Television (or BET), which was acquired by Viacom Inc. in 2001 · Mr. Johnson continued to serve as chief executive officer of BET until February 2006 · Mr. Penella was appointed as the Company’s Chief Executive Officer on January 18, 2013 · From October 2012 until January 18, 2013, Mr. Penella served as Chief Operating Officer · From April 2007 to October 2012, Mr. Penella served as Chief Executive Officer of Acorn Media Group, Inc., which was acquired by the Company in October 2012 Chief Miguel Executive · At Acorn Media Group, Mr. Penella oversaw operations and was the driving force behind the worldwide Penella Officer expansion of both the Acorn and Acacia brands, including the acquisition of 64% of Agatha Christie Limited and the launch of Acorn TV, the Company’s first proprietary subscription VOD channel · Mr. Penella came to Acorn from Time-Life where he rose in the ranks from circulation director of the catalog department to director of catalogs for the music division and then to vice president of customer marketing in 2001 · Mr. Rostom was appointed as the Company’s Chief Financial Officer on May 18, 2016 · From January 2014 to May 2016, Mr. Rostom served in senior and executive positions with GetWellNetwork, Inc. (“GWN”), a healthcare solutions provider Chief Nazir · During his tenure, Mr. Rostom led various strategic financing, M&A activities, and financial planning and Financial Rostom analysis at GWN Officer · Prior to GWN, he was Director of Finance and Assistant Treasurer for GTT Communications, Inc., from September 2011 to January 2014 · Mr. Rostom began his career in investment banking at PriceWaterhouseCoopers Source: Company website. 10

Preliminary Draft Subject to Review Board of Directors Name Position Biography · Chairman of the Board, previously Chairman of the Board of RLJ Acquisition, Inc. Chairman of the Robert L. Johnson Board · Founder and previous CEO of Black Entertainment Television (or BET) Chief Executive · CEO, and previously CEO of Acorn Media Group, Inc., which was acquired by the Miguel Penella Officer Company in October 2012 · Mr. Hsu manages the treasury operations of AMC Networks Inc. as its Executive John Hsu Director Vice President – Treasurer & Financial Strategy Dayton Judd * Director· Mr. Judd is the Founder and Managing Partner of Sudbury Capital Management · Mr. Laszlo joined Sun Trust Robinson Humphrey in January 2014 where he serves Andy Laszlo * Director as Managing Director and Head of Technology, Media & Communications Equity Origination · Ms. Manos joined AMC Networks Inc. in 2002 and is responsible for overseeing Arlene Manos Director the advertising sales efforts for its national cable television networks AMC, IFC, SundanceTV, WE tv, and BBC AMERICA · Mr. Royster is an entrepreneur, and has co-founded two companies, in the Scott Royster * Director education sector – Latimer Education, Inc. and Maarifa Edu Holdings Limited · Mr. Sinclair served as president, CEO, and general counsel of the RLJ Companies H. Van Sinclair Director since 2003, and also served as VP of Legal and Business Affairs for RLJ Urban Lodging Funds and RLJ Development from January 2006 to May 2011 John Ziegelman * Director· Mr. Ziegelman is a portfolio manager for Wolverine Asset Management, LLC * Independent Director AMCX Designated Director Sudbury Capital Director Wolverine Asset Mgmt Director Source: Company website. 11 Preliminary Draft Subject to Review Board of Directors Name Position Biography · Chairman of the Board, previously Chairman of the Board of RLJ Acquisition, Inc. Chairman of the Robert L. Johnson Board · Founder and previous CEO of Black Entertainment Television (or BET) Chief Executive · CEO, and previously CEO of Acorn Media Group, Inc., which was acquired by the Miguel Penella Officer Company in October 2012 · Mr. Hsu manages the treasury operations of AMC Networks Inc. as its Executive John Hsu Director Vice President – Treasurer & Financial Strategy Dayton Judd * Director· Mr. Judd is the Founder and Managing Partner of Sudbury Capital Management · Mr. Laszlo joined Sun Trust Robinson Humphrey in January 2014 where he serves Andy Laszlo * Director as Managing Director and Head of Technology, Media & Communications Equity Origination · Ms. Manos joined AMC Networks Inc. in 2002 and is responsible for overseeing Arlene Manos Director the advertising sales efforts for its national cable television networks AMC, IFC, SundanceTV, WE tv, and BBC AMERICA · Mr. Royster is an entrepreneur, and has co-founded two companies, in the Scott Royster * Director education sector – Latimer Education, Inc. and Maarifa Edu Holdings Limited · Mr. Sinclair served as president, CEO, and general counsel of the RLJ Companies H. Van Sinclair Director since 2003, and also served as VP of Legal and Business Affairs for RLJ Urban Lodging Funds and RLJ Development from January 2006 to May 2011 John Ziegelman * Director· Mr. Ziegelman is a portfolio manager for Wolverine Asset Management, LLC * Independent Director AMCX Designated Director Sudbury Capital Director Wolverine Asset Mgmt Director Source: Company website. 11

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