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| CIK | 1546381 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to RLJ Entertainment, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| November 13, 2018 |
RLJE / RLJ Entertainment, Inc. 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-53346 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in |
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| November 6, 2018 |
RLJE / RLJ Entertainment, Inc. / Sudbury Capital Fund, LP - AMENDMENT NO. 4 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 1, 2018 |
AMC NETWORKS INC. COMPLETES ACQUISITION OF RLJ ENTERTAINMENT, INC. AMC NETWORKS INC. COMPLETES ACQUISITION OF RLJ ENTERTAINMENT, INC. SILVER SPRING, MD (October 31, 2018) – RLJ Entertainment, Inc. (NASDAQ: RLJE) announced that it has completed its previously announced merger with a subsidiary of AMC Networks Inc. (NASDAQ: AMCX) today, immediately following approval by RLJ Entertainment’s common stockholders at the special meeting held to consider the transaction. |
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| November 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-35675 45-4950432 (State |
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| November 1, 2018 |
Amended and Restated Articles of Incorporation of RLJ Entertainment, Inc. CERTIFICATE OF THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF RLJ ENTERTAINMENT, INC. |
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| November 1, 2018 |
Bylaws of RLJ Entertainment, Inc. AMENDED AND RESTATED BYLAWS OF RLJ ENTERTAINMENT, INC. a Nevada corporation ARTICLE I OFFICES Section 1.1Principal Office. The principal office and place of business of RLJ Entertainment, Inc., a Nevada corporation (the “Corporation”), shall be established from time to time by resolution of the board of directors of the Corporation (the “Board of Directors”). Section 1.2Other Offices. Other office |
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| November 1, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13E3/A SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) (Rule 13e-100) Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of the Issuer) RLJ Entertainment, Inc. AM |
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| November 1, 2018 |
Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0. |
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| November 1, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 4 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securiti |
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| November 1, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 ( |
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| November 1, 2018 |
Exhibit 2 Exhibit 2 EXECUTION VERSION AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of October 31, 2018 among RLJ ENTERTAINMENT, INC. |
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| November 1, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SCHEDULE 13D/A Activist Investment Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylva |
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| October 19, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 ( |
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| October 18, 2018 |
RLJE / RLJ Entertainment, Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F104 (CUSIP Number) Kenneth Nadel Wolverine Asset Management, LLC 175 W. Jac |
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| October 11, 2018 |
RLJE / RLJ Entertainment, Inc. / Sudbury Capital Fund, LP - SCHEDULE 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 9, 2018 |
RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Re |
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| October 5, 2018 |
RLJE / RLJ Entertainment, Inc. DEFA14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 5, 2018 |
RLJE / RLJ Entertainment, Inc. DEFM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 5, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 3 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securiti |
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| October 5, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13E3/A SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) (Rule 13e-100) Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of the Issuer) RLJ Entertainment, Inc. AM |
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| October 2, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pl |
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| October 2, 2018 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| October 2, 2018 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EX-99.2 Exhibit 2 EXECUTION VERSION AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 (this “Amendment”), dated as of October 2, 2018, to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 29, 2018, by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), AMC Networks Inc., a Delaware corporation (“Ultimate Parent”) (solely for purpose |
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| September 25, 2018 |
RLJE / RLJ Entertainment, Inc. PRER14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 25, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 2 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securiti |
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| September 25, 2018 |
RLJE / RLJ Entertainment, Inc. CORRESP [Arent Fox LLP Letterhead] September 25, 2018 VIA EDGAR Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N. |
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| September 14, 2018 |
RLJE / RLJ Entertainment, Inc. PRER14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 14, 2018 |
RLJE / RLJ Entertainment, Inc. CORRESP [Arent Fox LLP Letterhead] September 14, 2018 VIA EDGAR Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N. |
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| September 14, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 1 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securiti |
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| September 14, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13E3/A SC 13E3/A 1 d623067dsc13e3a.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) (Rule 13e-100) Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of the Is |
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| August 28, 2018 |
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 Su |
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| August 28, 2018 |
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 |
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| August 28, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13E3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 RLJ ENTERTAINMENT, INC. RLJ Entertainment, Inc. RLJ SPAC Acquisition, LLC The RLJ Companies, LLC Robert L. Johnson (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74965F203 (C |
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| August 28, 2018 |
EX-99.(c)(v) Exhibit (c)(v) Citi Corporate & Investment Banking | Global Media & Communications Group October 2017 Draft For Discussion Purposes Discussion Materials Strictly Private and Confidential Exhibit (c)(v) Citi Corporate & Investment Banking | Global Media & Communications Group October 2017 Draft For Discussion Purposes Discussion Materials Strictly Private and Confidential Draft For RLJ |
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| August 28, 2018 |
EX-99.(c)(ii) Exhibit (c)(ii) Presentation to the Special Committee July 29, 2018Exhibit (c)(ii) Presentation to the Special Committee July 29, 2018 Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River or the Company ) by Allen & Company LLC ( Allen or Allen & Company ) for discussion purposes in connection |
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| August 28, 2018 |
EX-99.(c)(x) Exhibit (c)(x) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Exhibit (c)(x) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Prelimi |
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| August 28, 2018 |
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 1 |
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| August 28, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13E3 SC 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 thereunder Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of the Issuer) RLJ Entertainment, Inc. AMC Networks Inc. Digi |
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| August 28, 2018 |
EX-99.(c)(vi) Exhibit (c)(vi) Citi Corporate & Investment Banking | Global Media & Communications Group th February 26 , 2018 Draft For Discussion Purposes 2/26/2018 9:30 AM Discussion Materials Strictly Private and Confidential Exhibit (c)(vi) Citi Corporate & Investment Banking | Global Media & Communications Group th February 26 , 2018 Draft For Discussion Purposes 2/26/2018 9:30 AM Discussion |
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| August 28, 2018 |
EX-99.(c)(iii) Exhibit (c)(iii) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Presentation Materials May 2018Exhibit (c)(iii) PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Presentation Materials May 2018 PRELIMINARY DRAFT: FOR DISCUSSION PURPOSES ONLY Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Committee ) of “River” ( River |
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| August 28, 2018 |
EX-99.(c)(ix) Exhibit (c)(ix) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Exhibit (c)(ix) Citi Corporate & Investment Banking | Global Media & Communications Group July 2018 Preliminary Draft Subject to Review Discussion Materials Strictly Private and Confidential Prel |
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| August 27, 2018 |
RLJE / RLJ Entertainment, Inc. PREM14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 13, 2018 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-35675 45-4950432 (State o |
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| August 13, 2018 |
RLJE / RLJ Entertainment, Inc. 8-K DEFA14A 1 rlje-8k20180809.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Ne |
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| August 10, 2018 |
FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT EX-99.2 Exhibit 2 FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT This Fourth Amendment to Credit and Guaranty Agreement (this “Amendment”) is effective as of August 9, 2018 (the “Fourth Amendment Effective Date”) by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (“Parent Borrower”), certain subsidiaries of Parent Borrower party hereto (“Guarantors”), and Digital Entertainment Holdings |
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| August 10, 2018 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| August 10, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pl |
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| August 9, 2018 |
Exhibit 99.1 RLJ ENTERTAINMENT REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS Digital Channels Subscribers Increased 49% Year-Over-Year Net Revenue Increased 14% Year-Over-Year with Digital Channels Revenue Up 46% Gross Profit Increased 15% Year-Over-Year; Gross Margin Increased 60 Basis Points Year-Over-Year Q2 Net Loss of $2.0M; Adjusted EBITDA Grew 15% Year-Over-Year to $4.5M SILVER SPRING, MD – |
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| August 9, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Nevada 001-35675 45-4950432 (State o |
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| August 9, 2018 |
Press release issued on August 9, 2018 Exhibit 99.1 RLJ ENTERTAINMENT REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS Digital Channels Subscribers Increased 49% Year-Over-Year Net Revenue Increased 14% Year-Over-Year with Digital Channels Revenue Up 46% Gross Profit Increased 15% Year-Over-Year; Gross Margin Increased 60 Basis Points Year-Over-Year Q2 Net Loss of $2.0M; Adjusted EBITDA Grew 15% Year-Over-Year to $4.5M SILVER SPRING, MD – |
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| August 9, 2018 |
RLJE / RLJ Entertainment, Inc. 8-K DEFA14A 1 rlje-8k20180809.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Ne |
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| August 9, 2018 |
RLJE / RLJ Entertainment, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35675 RLJ ENTERTA |
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| August 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 001-35675 45-4950432 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 1, 2018 |
Amendment No. 3 to the Bylaws of RLJ Entertainment, Inc. Exhibit 3.1 BYLAW AMENDMENT [Amended portion underlined below] ARTICLE XII INAPPLICABILITY OF ACQUISITION OF CONTROLLING INTEREST STATUTES AND OTHER SIMILAR PROVISIONS In accordance with the provisions of NRS 78.378, and notwithstanding anything to the contrary in these Bylaws or otherwise, the provisions of NRS 78.378 to 78.3793, inclusive, as amended from time to time, or any successor statutes, |
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| August 1, 2018 |
Amendment No. 3 to the Bylaws of RLJ Entertainment, Inc. Exhibit 3.1 BYLAW AMENDMENT [Amended portion underlined below] ARTICLE XII INAPPLICABILITY OF ACQUISITION OF CONTROLLING INTEREST STATUTES AND OTHER SIMILAR PROVISIONS In accordance with the provisions of NRS 78.378, and notwithstanding anything to the contrary in these Bylaws or otherwise, the provisions of NRS 78.378 to 78.3793, inclusive, as amended from time to time, or any successor statutes, |
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| August 1, 2018 |
RLJE / RLJ Entertainment, Inc. 8-K DEFA14A 1 rlje-8k20180731.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 001-35675 45-4950432 (State or Other Jurisdiction |
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| July 30, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 001-35675 45-4950432 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 30, 2018 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among RLJ ENTERTAINMENT, INC., AMC NETWORKS INC. (solely for the purposes of Section 10.7 hereof), DIGITAL ENTERTAINMENT HOLDINGS LLC and RIVER MERGER SUB INC. Dated as of July 29, 2018 TABLE OF CONTENTS Page Article I Definitions; Interpretation and Construction 1.1. Definitions.2 1.2. Other Terms.17 1.3. Interpretation and Constru |
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| July 30, 2018 |
VOTING AND TRANSACTION SUPPORT AGREEMENT Exhibit 99.2 EXECUTION VERSION VOTING AND TRANSACTION SUPPORT AGREEMENT This VOTING AND TRANSACTION SUPPORT AGREEMENT, dated as of July 29, 2018 (this “Agreement”), is entered into by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), Digital Entertainment Holdings LLC, a Delaware limited liability company (“Parent”), Robert L. Johnson, a natural person, The RLJ Companies, LL |
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| July 30, 2018 |
AMC NETWORKS INC. TO ACQUIRE RLJ ENTERTAINMENT, INC. Exhibit 99.1 AMC NETWORKS INC. TO ACQUIRE RLJ ENTERTAINMENT, INC. • $6.25 Per Share of RLJ Entertainment Common Stock Represents 61% Premium to the Closing Price Immediately Prior to AMC Networks’ February 26, 2018 Merger Proposal • Upon completion of the Merger, RLJ Entertainment Will Become an Indirect Subsidiary of AMC Networks, with a Minority Stake Held by Robert L. Johnson • RLJ Entertainmen |
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| July 30, 2018 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among RLJ ENTERTAINMENT, INC., AMC NETWORKS INC. (solely for the purposes of Section 10.7 hereof), DIGITAL ENTERTAINMENT HOLDINGS LLC and RIVER MERGER SUB INC. Dated as of July 29, 2018 TABLE OF CONTENTS Page Article I Definitions; Interpretation and Construction 1.1. Definitions.2 1.2. Other Terms.17 1.3. Interpretation and Constru |
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| July 30, 2018 |
VOTING AND TRANSACTION SUPPORT AGREEMENT Exhibit 99.2 EXECUTION VERSION VOTING AND TRANSACTION SUPPORT AGREEMENT This VOTING AND TRANSACTION SUPPORT AGREEMENT, dated as of July 29, 2018 (this “Agreement”), is entered into by and among RLJ Entertainment, Inc., a Nevada corporation (the “Company”), Digital Entertainment Holdings LLC, a Delaware limited liability company (“Parent”), Robert L. Johnson, a natural person, The RLJ Companies, LL |
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| July 30, 2018 |
Press release dated July 30, 2018 Exhibit 99.1 AMC NETWORKS INC. TO ACQUIRE RLJ ENTERTAINMENT, INC. • $6.25 Per Share of RLJ Entertainment Common Stock Represents 61% Premium to the Closing Price Immediately Prior to AMC Networks’ February 26, 2018 Merger Proposal • Upon completion of the Merger, RLJ Entertainment Will Become an Indirect Subsidiary of AMC Networks, with a Minority Stake Held by Robert L. Johnson • RLJ Entertainmen |
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| July 30, 2018 |
RLJE / RLJ Entertainment, Inc. 8-K AND DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 001-35675 45-4950432 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 30, 2018 |
VOTING AND TRANSACTION SUPPORT AGREEMENT Exhibit 3 Exhibit 3 VOTING AND TRANSACTION SUPPORT AGREEMENT This VOTING AND TRANSACTION SUPPORT AGREEMENT, dated as of July 29, 2018 (this “Agreement”), is entered into by and among RLJ Entertainment, Inc. |
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| July 30, 2018 |
Exhibit 99.17 Contribution AGREEMENT by and among ROBERT L. JOHNSON, THE RLJ COMPANIES, LLC, RLJ SPAC ACQUISITION LLC, DIGITAL ENTERTAINMENT HOLDINGS LLC and AMC DIGITAL ENTERTAINMENT HOLDINGS LLC (solely for purposes of Section 5.6) Dated as of July 29, 2018 TABLE OF CONTENTS Page Article I Definitions 1.1 Certain Defined Terms2 Article II CONTRIBUTION; Closing; Closing Deliveries 2.1 Exchange2 2 |
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| July 30, 2018 |
Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0. |
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| July 30, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 ( |
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| July 30, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SCHEDULE 13D/A Activist Investment Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvan |
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| July 30, 2018 |
Exhibit 4 Exhibit 4 CONTRIBUTION AGREEMENT by and among ROBERT L. JOHNSON, THE RLJ COMPANIES, LLC, RLJ SPAC ACQUISITION LLC, DIGITAL ENTERTAINMENT HOLDINGS LLC and AMC DIGITAL ENTERTAINMENT HOLDINGS LLC (solely for purposes of Section 5.6) Dated as of July 29, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1.1 Certain Defined Terms 2 ARTICLE II CONTRIBUTION; CLOSING; CLOSING DELIVERIES 2.1 Exch |
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| July 12, 2018 |
RLJE / RLJ Entertainment, Inc. CORRESP CORRESP 1 filename1.htm July 12, 2018 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Heather Clark RE: RLJ Entertainment, Inc. Form 10-K for the Year Ended December 31, 2017 Filed March 16, 2018 File No. 001-35675 Ladies and Gentlemen: This letter is being furnished on behalf of RLJ Entertainment, Inc. |
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| July 3, 2018 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| July 3, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla |
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| July 3, 2018 |
THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT EX-99.2 Exhibit 2 THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT This Third Amendment to Credit and Guaranty Agreement (this “Amendment”) is effective as of May 31, 2018 (the “Third Amendment Effective Date”) by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (“Parent Borrower”), certain subsidiaries of Parent Borrower party hereto (“Guarantors”), and Digital Entertainment Holdings LLC ( |
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| May 10, 2018 |
May 2018 This presentation includes “forward-looking statements” that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. |
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| May 10, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 rlje-8k20180510.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-3567 |
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| May 10, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 rlje-8k20180510.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-3567 |
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| May 10, 2018 |
Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FIRST QUARTER 2018 FINANCIAL RESULTS Digital Channels Subscribers Increased over 44% Year-Over-Year Net Revenue Increased 34% Year-Over-Year with Growth Across All Segments Gross Profit Increased 85% Year-Over-Year; Gross Margin Increased 13 Percentage Points Year-Over-Year Fourth Consecutive Quarter of Revenue and Gross Profit Growth Year-Over-Year Q4 Net Lo |
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| May 10, 2018 |
RLJE / RLJ Entertainment, Inc. 10-Q (Quarterly Report) 10-Q 1 rlje-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission |
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| April 6, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission File |
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| April 2, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla |
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| April 2, 2018 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| April 2, 2018 |
EX-99.2 Exhibit 2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of April 2, 2018, by and between Digital Entertainment Holdings LLC, a Delaware limited liability company (the “Buyer”), and RLJ Entertainment, Inc., a Nevada corporation (the “Company”), which has been designated by certain employees of the Company (each, a “Seller” and collecti |
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| March 16, 2018 |
RLJE / RLJ Entertainment, Inc. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-35675 RLJ ENTERTAINMENT, INC. (E |
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| March 16, 2018 |
Subsidiaries of the Registrant. EXHIBIT 21.1 Subsidiaries Of The Registrant Acorn Media Group, Inc. District of Columbia RLJ Entertainment Holdings Ltd England and Wales RLJ Entertainment Ltd England and Wales Acorn Productions Ltd England and Wales Acorn Global Enterprises Limited England and Wales RLJE International Ltd England and Wales Acorn Media Enterprises Limited England and Wales RLJ Entertainment Australia Pty Ltd Aust |
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| March 15, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2018 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission Fil |
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| March 15, 2018 |
Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FOURTH QUARTER AND FULL YEAR 2017 FINANCIAL RESULTS Digital Channels Subscribers Increased Over 50% in 2017 Q4 Net Revenue Increased 15% Year-Over-Year; 2017 Net Revenue Grew 8% Q4 Gross Profit Increased 52% Year-Over-Year; 2017 Gross Profit Grew 41% Q4 Net Income Increased by $8.1M Year-Over-Year to $3.8M; 2017 Net Loss Improved by $15.7M to $6.1M Q4 Adjuste |
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| February 28, 2018 |
RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and |
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| February 27, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 ( |
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| February 26, 2018 |
EX-2 Exhibit 2 AMC NETWORKS INC. ANNOUNCES PROPOSAL TO ACQUIRE RLJ ENTERTAINMENT, INC. RLJ Entertainment Would Become a Privately Owned Subsidiary of AMC Networks, with a Minority Stake Held by Robert L. Johnson New York, NY – February 26, 2018: AMC Networks Inc. (“AMC Networks” or the “Company”) (NASDAQ: AMCX) today announced that it is proposing to acquire the outstanding shares of RLJ Entertain |
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| February 26, 2018 |
Amendment No. 6 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks I |
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| February 26, 2018 |
EX-3 Exhibit 3 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0. |
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| February 26, 2018 |
EX-1 Exhibit 1 RLJ Entertainment, Inc. 8515 Georgia Avenue Suite 650 Silver Spring, MD 20910 February 26, 2018 Members of the Board (c/o Robert L. Johnson, Chairman): We are pleased to offer to acquire the outstanding shares of common stock of RLJ Entertainment (“RLJE”) not currently owned by AMC or entities affiliated with Robert L. Johnson for a purchase price of $4.25 per share in cash. Through |
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| February 13, 2018 |
SC 13G/A 1 sc13ga1.htm SCHEDULE 13G, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 1) RLJ ENTERTAINMENT, INC. (Name of Issuer) Common Stock (Title of class of securities) 74965F104 (CUSIP NUMBER) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule |
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| January 12, 2018 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 ( |
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| January 9, 2018 |
RLJE / RLJ Entertainment, Inc. / JH Evergreen Management, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * RLJ Entertainment, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 74965F104 (CUSIP Number) Stephen Baus Chief Financial Officer JH Evergreen Management, LLC 451 Jackson Street San Francisco, CA 94111 Tel: (4 |
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| January 9, 2018 |
EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| January 8, 2018 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| January 8, 2018 |
EX-99.2 Exhibit 2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 5, 2018, is entered into by and among Digital Entertainment Holdings LLC, a Delaware limited liability company (“Purchaser”), and each of the legal entities set forth on Exhibit A (each, a “Seller” and collectively, the “Sellers”). RECITALS WHEREAS, each Seller desires to sell, and Purc |
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| January 8, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment SC 13D/A 1 d520788dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Net |
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| January 3, 2018 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| January 3, 2018 |
EX-99.2 Exhibit 2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of January 2, 2018, by and between Digital Entertainment Holdings LLC, a Delaware limited liability company (“Buyer”), and Miguel Penella (“Seller”). Each of the undersigned is sometimes individually referred to herein as a “Party” and collectively, as the “Parties.” RECITALS Whe |
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| January 3, 2018 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla |
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| December 5, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 rlje-8k20171130.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001- |
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| December 5, 2017 |
rlje-ex9916.pptx.htm December 2017 This presentation includes “forward-looking statements” that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as “will,” “should,” “could,” “may,” “might,” “expect,” “plan,” “possible,” “potential,” “predict,” “anticipate,” “believe,” “estimate,” “continue,” “future,” “intend,” “p |
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| November 9, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition rlje-8k20171109.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4 |
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| November 9, 2017 |
rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS Digital Channels subscriber count increased over 50% year-over-year Net revenue grew 14% year-over-year, driven by 59% increase in revenue from Proprietary Digital Channels Gross profit increased 16% year-over-year Net loss of $2.7 million, improved 31% from last year Adjusted EBITDA of $2.9 million, improv |
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| November 9, 2017 |
RLJE / RLJ Entertainment, Inc. 10-Q - Q3 2017 (Quarterly Report) 10-Q 1 rlje-10q20170930.htm 10-Q - Q3 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t |
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| October 4, 2017 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35675 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specifi |
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| October 4, 2017 |
RLJE / RLJ Entertainment, Inc. / EDWARDS PETER - SC 13G/A Passive Investment SC 13G/A 1 pedwards-sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74965F104 (CUSIP Number) October 3, 2017 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| October 4, 2017 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A Activist Investment SC 13D/A 1 rljspac-sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 |
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| October 4, 2017 |
RLJE / RLJ Entertainment, Inc. / GOLDFARB MORRIS - SC 13G/A Passive Investment SC 13G/A 1 mgoldfarb-sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74965F104 (CUSIP Number) October 3, 2017 (Date of Event Which Requires Filing of this Statement) Check the app |
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| October 3, 2017 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| October 3, 2017 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment SC 13D/A 1 d280992dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Net |
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| September 8, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 rlje-8k20170908.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001 |
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| September 8, 2017 |
rlje-ex9917.pptx.htm August 2017 This presentation includes ?forward-looking statements? that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ?will,? ?should,? ?could,? ?may,? ?might,? ?expect,? ?plan,? ?possible,? ?potential,? ?predict,? ?anticipate,? ?believe,? ?estimate,? ?continue,? ?future,? ?intend,? ?pro |
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| September 5, 2017 |
RLJ Entertainment, Inc. 2012 Incentive Compensation Plan, as amended rlje-ex4137.htm Exhibit 4.1 RLJ ENTERTAINMENT, INC. 2012 INCENTIVE COMPENSATION PLAN RLJ ENTERTAINMENT, INC. 2012 INCENTIVE COMPENSATION PLAN 1. Purpose 1 2. Definitions 1 3. Administration 4 4. Shares Subject to Plan 5 5. Eligibility; Per-Person Award Limitation 6 6. Specific Terms of Awards 6 7. Certain Provisions Applicable to Awards 11 8. Code Section 163(m) Provisions 12 9. Change in Control |
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| September 5, 2017 |
rlje-s8.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada 45-4950432 (State of Incorporation) (IRS Employer Identification No.) 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 (Address of Principal Executive Of |
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| August 10, 2017 |
rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS Subscriber count increased 63% year-over-year Net revenue grew 19% year-over-year, driven by 72% increase in revenue from Proprietary Digital Channels Gross profit increased 104% year-over-year, with gross margin almost 22 percentage points higher Net loss of $1.1 million Adjusted EBITDA for the quarter im |
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| August 10, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 rlje-8k20170810.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-3 |
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| August 10, 2017 |
RLJE / RLJ Entertainment, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-35675 RLJ ENTERTA |
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| August 4, 2017 |
Submission of Matters to a Vote of Security Holders 8-K 1 rlje-8k20170804.htm 8-K - ANNUAL MTG OF STOCKHOLDERS RESULTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other |
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| June 30, 2017 |
RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Re |
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| June 30, 2017 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla |
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| June 30, 2017 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| June 23, 2017 |
RLJ Entertainment DEF 14A - DEFINITIVE PROXY STATEMENT DEF 14A 1 rlje-def14a20170623.htm DEF 14A - DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Conf |
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| June 21, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 rlje-8k20170621.htm 8-K INVESTOR PRESENTATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of |
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| June 21, 2017 |
rlje-ex9916.pptx.htm June 2017 This presentation includes ?forward-looking statements? that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ?will,? ?should,? ?could,? ?may,? ?might,? ?expect,? ?plan,? ?possible,? ?potential,? ?predict,? ?anticipate,? ?believe,? ?estimate,? ?continue,? ?future,? ?intend,? ?proje |
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| June 20, 2017 |
Second Amendment to CREDIT and guaranty Agreement rlje-ex10115.htm Execution Version Second Amendment to CREDIT and guaranty Agreement This Second Amendment to Credit and Guaranty Agreement (this ?Amendment?) is entered into as of June 16, 2017 by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (?Parent Borrower?), certain subsidiaries of Parent Borrower party hereto (?Guarantors?), and Digital Entertainment Holdings LLC (?DEH?), as Admin |
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| June 20, 2017 |
RLJ Entertainment 8-K - AMC SECOND AMENDMENT (Current Report/Significant Event) rlje-8k20170620.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950 |
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| June 20, 2017 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of RLJ Entertainment, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1 |
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| June 20, 2017 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean S. Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc. 11 Pennsylvania Pla |
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| June 20, 2017 |
RLJE / RLJ Entertainment, Inc. / RLJ SPAC Acquisition, LLC - SC 13D/A NO. 8 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (N |
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| May 31, 2017 |
rlje-ex991139.pptx.htm May 2017 Exhibit 99.1 This presentation includes ?forward-looking statements? that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ?will,? ?should,? ?could,? ?may,? ?might,? ?expect,? ?plan,? ?possible,? ?potential,? ?predict,? ?anticipate,? ?believe,? ?estimate,? ?continue,? ?future,? ?i |
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| May 31, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 rlje-8k20170531.htm 8-K-INVESTOR PRESENTATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of i |
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| May 11, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 rlje-8k20170511.htm 8-K - Q1 2017 EARNINGS RESULTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction |
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| May 11, 2017 |
rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS Revenues from Proprietary Digital Channels More Than Double Year-over-Year; Subscriber Growth Increased 90% Gross Margin Increased 560BP Year-Over-Year Net Loss Reduced by Half Year-Over-Year Positive Adjusted EBITDA Establishes Foundation for 2017 Performance SILVER SPRING, MD ? May 11, 2017 ? RLJ Entertai |
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| May 11, 2017 |
RLJ Entertainment 10-Q (Quarterly Report) 10-Q 1 rlje-10q20170331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission |
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| April 5, 2017 |
8-K 1 rlje-8k20170330.htm 8-K - CHANGE IN DIRECTORS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of |
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| March 23, 2017 |
rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FINANCIAL RESULTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 Revenues from Proprietary Digital Channels More Than Doubled Year-Over-Year Gross Profit Increased by 18.4% and Gross Margin Increased by 10.4% Year-Over-Year SILVER SPRING, MD ? March 23, 2017 ? RLJ Entertainment, Inc. (?RLJ Entertainment,? ?RLJE? or ?the Company?) (NASDAQ: RLJE), |
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| March 23, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 rlje-8k20170323.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35 |
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| March 23, 2017 |
RLJ Entertainment 10-K (Annual Report) 10-K 1 rlje-10k20161231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from To Commission File Number 001 |
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| March 23, 2017 |
Subsidiaries Of The Registrant EX-21.1 2 rlje-ex2116.htm EX-21.1 EXHIBIT 21.1 Subsidiaries Of The Registrant Acorn Media Group, Inc. District of Columbia RLJ Entertainment Holdings Ltd England and Wales RLJ Entertainment Ltd England and Wales Acorn Productions Ltd England and Wales Acorn Global Enterprises Limited England and Wales RLJE International Ltd England and Wales Acorn Media Enterprises Limited England and Wales RLJ En |
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| March 16, 2017 |
RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 rlje02.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of P |
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| February 17, 2017 |
RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Re |
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| February 14, 2017 |
RLJE / RLJ Entertainment, Inc. / ANGELO GORDON & CO., L.P. Passive Investment SC 13G/A 1 formsc13ga-rljent.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ ENTERTAINMENT, INC. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 74965F203 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| February 10, 2017 |
RLJ Entertainment SC 13G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A 1 mgoldfarb-sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74965F104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 10, 2017 |
RLJE / RLJ Entertainment, Inc. / EDWARDS PETER - SC 13G/A Passive Investment SC 13G/A 1 pedwards-sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 74965F104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 6, 2017 |
RLJE / RLJ Entertainment, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 RLJ Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74965F203 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and |
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| February 1, 2017 |
8-K 1 rlje-8k20170130.htm 8-K - FIRST AMENDMENT TO AMC CREDIT FACILITY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2017 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or |
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| February 1, 2017 |
FIRST Amendment to CREDIT and guaranty Agreement rlje-ex1016.htm Exhibit 10.1 FIRST Amendment to CREDIT and guaranty Agreement This First Amendment to Credit and Guaranty Agreement (this ?Amendment?) is entered into as of January 30, 2017 (the ?First Amendment Effective Date?) by and among RLJ ENTERTAINMENT, INC., a Nevada corporation (?Parent Borrower?), certain subsidiaries of Parent Borrower party hereto (?Guarantors?), and Digital Entertainm |
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| November 18, 2016 |
A Premium Digital Channel Company for Distinct Audiences November 18, 2016 rlje-ex9916.pptx.htm A Premium Digital Channel Company for Distinct Audiences November 18, 2016 Safe Harbor This presentation includes “forward-looking statements” that involve risks and uncertainties within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as “will,” “should,” “could,” “may,” “might,” “expect,” “plan,” “possible,” “potential,” “predict, |
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| November 18, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission |
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| November 14, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission |
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| November 14, 2016 |
rlje-ex9916.htm Exhibit 99.1 RLJ ENTERTAINMENT REPORTS FINANCIAL RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2016 AND DISCUSSES THE RECENTLY ANNOUNCED STRATEGIC TRANSACTION WITH AMC NETWORKS SILVER SPRING, MD ? November 14, 2016 ? RLJ Entertainment Inc., (?RLJ Entertainment,? ?RLJE? or ?the Company?) (NASDAQ: RLJE), today announced financial results for the quarter ended September 30, 2016. Highli |
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| November 14, 2016 |
RLJ Entertainment 10-Q (Quarterly Report) rlje-10q20160930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Nu |
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| October 20, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F104 (CUSIP Number) Kenneth Nadel Wolverine Asset Management, LLC 175 W. Jac |
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| October 19, 2016 |
COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. rlje-ex1076.htm Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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| October 19, 2016 |
RLJ Entertainment 8-K REVISED WARRANT FROM AMC CLOSING (Current Report/Significant Event) rlje-8ka_20161019.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2016 (October 14, 2016) RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other juri |
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| October 19, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (N |
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| October 19, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G A/5 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.4) RLJ ENTERTAINMENT, INC. (Name of Issuer) Common Shares (Title of Class of Securities) 74965F104 (CUSIP Number) October 17, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| October 18, 2016 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Miguel Penella, Nazir Rostom and Dawn A. |
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| October 18, 2016 |
EX-1 Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0. |
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| October 18, 2016 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Miguel Penella, Nazir Rostom and Dawn A. |
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| October 18, 2016 |
RLJE / RLJ Entertainment, Inc. / AMC Networks Inc. - SC 13D Activist Investment SC 13D 1 d273180dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) Sean Sullivan Executive Vice President and Chief Financial Officer AMC Networks Inc |
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| October 17, 2016 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under the Section 78 of the Nevada Revised Statute (the |
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| October 17, 2016 |
Exhibit 10.1EXECUTION VERSION CREDIT AND GUARANTY AGREEMENT dated as of October 14, 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS LLC, as Administrative Agent and Collateral Agent $65,000,000 Senior Secured Credit Facility TABLE OF CONTENTS Page Secti |
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| October 17, 2016 |
COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. Exhibit 10.4EXECUTION VERSION THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEME |
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| October 17, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission F |
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| October 17, 2016 |
COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. Exhibit 10.2EXECUTION VERSION THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEME |
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| October 17, 2016 |
COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. Exhibit 10.3EXECUTION VERSION THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEME |
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| October 17, 2016 |
Exhibit 10.5EXECUTION VERSION STOCKHOLDERS? AGREEMENT by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC and the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO Dated as of October 14, 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Preemptive Rights4 Section 3.Right of First Refusal6 Section 4.Tag-Along Rights7 Section 5.Drag-Along Rights8 Se |
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| October 17, 2016 |
Exhibit 3.4 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised Statute (the |
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| October 17, 2016 |
Exhibit 10.6EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of October 14, 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7 |
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| October 17, 2016 |
Exhibit 3.3 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under the Section 78 of the Nevada Revised Statute (the |
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| October 17, 2016 |
COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| October 17, 2016 |
Exhibit 3.2 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under the Section 78 of the Nevada Revised Statute (the |
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| September 23, 2016 |
rlje-ex3128.htm Exhibit 3.1 BYLAW AMENDMENT ?ARTICLE XII INAPPLICABILITY OF ACQUISITION OF CONTROLLING INTEREST STATUTES AND OTHER SIMILAR PROVISIONS In accordance with the provisions of NRS 78.378, and notwithstanding anything to the contrary in these Bylaws or otherwise, the provisions of NRS 78.378 to 78.3793, inclusive, as amended from time to time, or any successor statutes, shall not apply t |
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| September 23, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission |
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| September 19, 2016 |
RLJ Entertainment DEF 14A - DEFINITIVE PROXY STATEMENT DEF 14A 1 rlje-def14a20160930.htm DEF 14A - DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Conf |
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| September 16, 2016 |
RLJ Entertainment PRER14A AMENDMENT 1 PRER14A 1 rlje-prer14a20160916.htm PRER14A AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for U |
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| September 16, 2016 |
rlje-corresp20160915.htm September 16, 2016 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Laura Nicholson Special Counsel RE: RLJ Entertainment, Inc. Preliminary Proxy Statement on Schedule 14A Filed August 29, 20016 File No. 001-35675 Ladies and Gentlemen: This letter is being furnished on behalf of |
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| August 30, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G A/4 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.4) RLJ ENTERTAINMENT, INC. (Name of Issuer) Common Shares (Title of Class of Securities) 74965F104 (CUSIP Number) August 25, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| August 29, 2016 |
PRE 14A 1 rlje-pre14a20160829.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm |
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| August 29, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* RLJ Entertainment, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 74965F203 (CUSIP Number) The RLJ Companies, LLC 3 Bethesda Metro Center Suite 1000 Bethesda, MD 20814 Attn. H. Van Sinclair (301) 280-7700 (N |
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| August 22, 2016 |
EXHIBIT 10.15 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
EXHIBIT 10.9 FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of [?], 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7.Suspensions9 Se |
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| August 22, 2016 |
EXHIBIT 10.9 FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of [?], 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7.Suspensions9 Se |
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| August 22, 2016 |
EXHIBIT 10.7 FORM OF EXECUTED WAIVER AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., and the HOLDER of RLJ Entertainment, Inc. SECURITIES NAMED HEREIN WAIVER AGREEMENT WAIVER AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), and the individual or entity named herein on Schedule A here |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.10 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T |
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| August 22, 2016 |
EXHIBIT 10.20 NOTE AMENDMENT AGREEMENT THIS NOTE AMENDMENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (?Borrower?), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a ?Holder,? and collectively, ?Holders?). Holders |
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| August 22, 2016 |
EXHIBIT 10.20 NOTE AMENDMENT AGREEMENT THIS NOTE AMENDMENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (?Borrower?), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a ?Holder,? and collectively, ?Holders?). Holders |
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| August 22, 2016 |
EX-10.14 16 rlje-ex101432.htm EX-10.14 EXHIBIT 10.14 CONSENT AGREEMENT THIS CONSENT AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the persons named on the signature page to this Agreement (the “Holders”). The Holders and the Company may be referred to herein as the “Parties”. R |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.13 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A |
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| August 22, 2016 |
EXHIBIT 10.2 FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS LLC, as Administrative Agent and Collateral Agent $65,000,000 Senior Secured Credit Facility TABLE OF CONTENTS Page Section 1. DEFINITION |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EX-10.19 21 rlje-ex101926.htm EX-10.19 EXHIBIT 10.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOL |
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| August 22, 2016 |
EXHIBIT 10.17 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
EXHIBIT 10.16 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
BYLAW AMENDMENT “ARTICLE XI FORUM SELECTION Exhibit 3.1 BYLAW AMENDMENT “ARTICLE XI FORUM SELECTION Unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, (or, if that Court does not have jurisdiction, the federal district court for the District of Nevada or other state courts of the State of Nevada) shall, to the fullest extent permitted by law, be th |
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| August 22, 2016 |
FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead] EXHIBIT 10.8 FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead] August 19, 2016 [Executive or Director] RLJ Entertainment, Inc. 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 Dear [Executive or Director]: Reference is made to the transactions contemplated by the Investment Agreement between RLJ Entertainment, Inc. (the ?Company?) and Digital Entertainment Holdings LLC, to |
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| August 22, 2016 |
FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead] EX-10.8 10 rlje-ex10827.htm EX-10.8 EXHIBIT 10.8 FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead] August 19, 2016 [Executive or Director] RLJ Entertainment, Inc. 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 Dear [Executive or Director]: Reference is made to the transactions contemplated by the Investment Agreement between RLJ Entertainment, Inc. (the “Company”) and Dig |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH |
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| August 22, 2016 |
EXHIBIT 10.2 FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS LLC, as Administrative Agent and Collateral Agent $65,000,000 Senior Secured Credit Facility TABLE OF CONTENTS Page Section 1. DEFINITION |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| August 22, 2016 |
EX-10.18 20 rlje-ex101820.htm EX-10.18 EXHIBIT 10.18 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.13 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A |
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| August 22, 2016 |
EXHIBIT 10.17 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
EXHIBIT 10.14 CONSENT AGREEMENT THIS CONSENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A. The Company and the Holders |
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| August 22, 2016 |
EXHIBIT 10.1 INVESTMENT AGREEMENT Dated as of August 19, 2016 between RLJ Entertainment, Inc. and DIGITAL ENTERTAINMENT HOLDINGS LLC TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS Section 1.1 Definitions2 ARTICLE II. CLOSING Section 2.1 Closing8 Section 2.2 Closing Deliverables9 Section 2.3 Closing Conditions10 ARTICLE III. REPRESENTATIONS AND WARRANTIES Section 3.1 Representations and Warranties o |
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| August 22, 2016 |
EXHIBIT 10.6 voting AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC, and the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO VOTING AGREEMENT VOTING AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and among RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), Digital Entertainment Holdings LL |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH |
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| August 22, 2016 |
EXHIBIT 10.20 NOTE AMENDMENT AGREEMENT THIS NOTE AMENDMENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (?Borrower?), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a ?Holder,? and collectively, ?Holders?). Holders |
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| August 22, 2016 |
EXHIBIT 10.17 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.11 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T |
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| August 22, 2016 |
EXHIBIT 10.2 FORM OF CREDIT AND GUARANTY AGREEMENT dated as of [●], 2016 among RLJ ENTERTAINMENT, INC., as Parent Borrower, CERTAIN SUBSIDIARIES OF RLJ ENTERTAINMENT, INC., as Guarantors, LENDERS PARTY HERETO FROM TIME TO TIME, and DIGITAL ENTERTAINMENT HOLDINGS LLC, as Administrative Agent and Collateral Agent $65,000,000 Senior Secured Credit Facility TABLE OF CONTENTS Page Section 1. DEFINITION |
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| August 22, 2016 |
EXHIBIT 10.16 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.11 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T |
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| August 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission Fi |
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| August 22, 2016 |
EXHIBIT 10.9 FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of [?], 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7.Suspensions9 Se |
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| August 22, 2016 |
EXHIBIT 10.6 voting AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC, and the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO VOTING AGREEMENT VOTING AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and among RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), Digital Entertainment Holdings LL |
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| August 22, 2016 |
EXHIBIT 10.6 voting AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., DIGITAL ENTERTAINMENT HOLDINGS LLC, and the STOCKHOLDERS of RLJ Entertainment, Inc. listed ON SCHEDULE A HERETO VOTING AGREEMENT VOTING AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and among RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), Digital Entertainment Holdings LL |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.12 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A |
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| August 22, 2016 |
EX-10.14 16 rlje-ex101432.htm EX-10.14 EXHIBIT 10.14 CONSENT AGREEMENT THIS CONSENT AGREEMENT (this “Agreement”) is entered into on August 19, 2016 (the “Execution Date”) by and between RLJ Entertainment, Inc., a Nevada corporation (the “Company”) and the persons named on the signature page to this Agreement (the “Holders”). The Holders and the Company may be referred to herein as the “Parties”. R |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.12 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A |
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| August 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission Fi |
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| August 22, 2016 |
FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead] EXHIBIT 10.8 FORM OF EXECUTED EXECUTIVE WAIVER LETTER [Company Letterhead] August 19, 2016 [Executive or Director] RLJ Entertainment, Inc. 8515 Georgia Avenue, Suite 650 Silver Spring, Maryland 20910 Dear [Executive or Director]: Reference is made to the transactions contemplated by the Investment Agreement between RLJ Entertainment, Inc. (the ?Company?) and Digital Entertainment Holdings LLC, to |
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| August 22, 2016 |
EXHIBIT 10.18 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
EXHIBIT 10.16 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
EXHIBIT 10.15 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
EXHIBIT 10.15 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C-1 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), a corporation organized and existing under the Section 78 of the Nevada Revised St |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.11 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH |
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| August 22, 2016 |
FORM OF COMMON STOCK PURCHASE WARRANT RLJ ENTERTAINMENT, INC. EXHIBIT 10.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH |
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| August 22, 2016 |
EX-10.18 20 rlje-ex101820.htm EX-10.18 EXHIBIT 10.18 FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES D-2 CONVERTIBLE PREFERRED STOCK OF RLJ ENTERTAINMENT, INC. The undersigned, Miguel Penella and Dawn Martens, hereby certify that we are the President and Secretary of RLJ Entertainment, Inc., a Nevada corporation (the “Company”), a corporation organized and existing under |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.13 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.10 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T |
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| August 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2016 RLJ ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-35675 45-4950432 (Commission Fi |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.12 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.10 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the person named on the signature page to this Agreement (the ?Holder?). The Holder and the Company may be referred to herein as the ?Parties?. RECITALS A. T |
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| August 22, 2016 |
EXHIBIT 10.9 FORM OF REGISTRATION RIGHTS AGREEMENT by and among RLJ Entertainment, Inc., and DIGITAL ENTERTAINMENT HOLDINGS LLC Dated as of [?], 2016 TABLE OF CONTENTS Page Section 1.Definitions1 Section 2.Shelf Registration4 Section 3.Demand Registrations5 Section 4.Inclusion of Other Securities; Priority6 Section 5.Piggyback Registrations7 Section 6.Holdback Agreements8 Section 7.Suspensions9 Se |
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| August 22, 2016 |
EXHIBIT 10.7 FORM OF EXECUTED WAIVER AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., and the HOLDER of RLJ Entertainment, Inc. SECURITIES NAMED HEREIN WAIVER AGREEMENT WAIVER AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), and the individual or entity named herein on Schedule A here |
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| August 22, 2016 |
AMENDMENT AND EXCHANGE AGREEMENT EXHIBIT 10.13 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?) and the persons named on the signature page to this Agreement (the ?Holders?). The Holders and the Company may be referred to herein as the ?Parties?. RECITALS A |
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| August 22, 2016 |
EXHIBIT 10.7 FORM OF EXECUTED WAIVER AGREEMENT Dated as of August 19, 2016 by and among RLJ Entertainment, Inc., and the HOLDER of RLJ Entertainment, Inc. SECURITIES NAMED HEREIN WAIVER AGREEMENT WAIVER AGREEMENT, dated as of August 19, 2016 (this ?Agreement?), by and between RLJ Entertainment, Inc., a Nevada corporation (the ?Company?), and the individual or entity named herein on Schedule A here |
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| August 22, 2016 |
EXHIBIT 10.20 NOTE AMENDMENT AGREEMENT THIS NOTE AMENDMENT AGREEMENT (this ?Agreement?) is entered into on August 19, 2016 (the ?Execution Date?) by and between RLJ Entertainment, Inc., a Nevada corporation (?Borrower?), JH Investment Partners III, LP, JH Partners Evergreen Fund, LP, JH Investment Partners GP Fund III, LLC, and Forrestal, LLC (each a ?Holder,? and collectively, ?Holders?). Holders |
