NEW YORK, July 30, 2018 /PRNewswire/ -- A
multi-office team at global law firm Greenberg Traurig, LLP is
representing the Special Committee of Independent Directors of RLJ
Entertainment, Inc. (Nasdaq: RLJE) in AMC Networks Inc.'s (Nasdaq:
AMCX) going-private merger with RLJE.
As reported in an announcement of the transaction, RLJE, a
Nevada corporation controlled by
broadcast media magnate Robert L.
Johnson and his affiliates, is a premium digital channel
provider serving diverse paid-subscription audiences primarily
through its OTT branded channels, Acorn TV (United Kingdom) and the Urban Movie Channel
(UMC). UMC showcases feature films, documentaries, original
programming, stand-up comedy, and other content primarily for
African-American and urban audiences and operates in partnership
with RLJE Films, which is a leading action, horror, and thriller
feature film and television content licensee. Johnson is the
founder of Black Entertainment Television (BET) which was sold to
Viacom, Inc. in 2001 for $5 billion.
Johnson and his affiliates currently own approximately 43 percent
of RLJE's outstanding common stock.
AMC, which is controlled by cable television pioneer
Charles F. Dolan, owns and operates
various domestic and international digital programming, TV
production, and subscription streaming services, including IFC
Films, Sundance TV, Shudder, WE tv, BBC America, and AMC Studios.
Dolan founded Cablevision Inc. in 1973 (which was sold to Altice
N.V. in 2016 for $16 billion), and he
and his son, James L. Dolan,
currently own The Madison Square Garden Company, the New York
Knicks (NBA franchise), The New York Rangers (NHL franchise), and
Radio City Music Hall, Inc. AMC currently owns approximately 30
percent of RLJE's outstanding common stock.
As publicly announced, pursuant to the definitive merger
agreement (and related transaction documentation) entered into on
July 29, 2018, AMC is acquiring, for
$6.25 per share in cash, the
approximately 27 percent of RLJE's outstanding common stock that,
together with Johnson (and his affiliates), it does not already
own. AMC is also acquiring in the merger various series of
outstanding preferred stock, common stock purchase warrants, and
certain common equity derivative securities, and AMC is converting
to common stock certain outstanding term loans it made in 2016 to
RLJE and its subsidiary-borrowers. Johnson and his affiliates are
contributing all of their common stock interests in RLJE to Digital
Entertainment Holdings LLC, a subsidiary of AMC (DEH) that will own RLJE following
completion of the merger, in exchange for an approximately 17
percent common equity stake in DEH. AMC will own approximately 83
percent of DEH. The aggregate value of the transaction has been
reported at approximately $274.0
million.
The Greenberg Traurig team is led by M&A Shareholder
Clifford E. Neimeth (New York & Phoenix); Corporate Shareholder Dmitriy A. Tartakovskiy (New York), and Corporate Of-Counsel
Gregory H. Cooper (Las Vegas).
Also assisting in the transaction are Corporate Shareholder
Michael J. Bonner (Las Vegas); Corporate Shareholder John N. Brewer (Las
Vegas); Finance Shareholder Todd E.
Bowen (New York); IP
Shareholder Manny R. Valcarcel IV
(Miami); HSR Shareholder
Stephen M. Pepper (New York); Tax Shareholder Harry J. Friedman (Miami); ERISA/Employee Benefits Shareholder
Michael R. Einig (Miami); Litigation Shareholder Mark E. Ferrario (Las
Vegas); Insurance Shareholder Thomas
L. Woodman (Dallas); and
Corporate Associate Benjamin J.
Einbinder (Los
Angeles).
Shareholder Alan I. Annex (New
York), who is co-chair of the law firm's Corporate Practice,
led the IPO for the predecessor to RLJE as well as its
business combination (SPAC Transaction) in 2012.
AMC is represented in the transaction by Sullivan &
Cromwell. Johnson and his affiliates are represented by
Arent Fox. Allen & Company acted
as financial advisor to the Special Committee and Citigroup Capital
Markets Group acted as financial advisor to AMC.
Following a special meeting of RLJE's stockholders to consider
and vote to approve the merger agreement, the merger is expected to
be consummated approximately in late-Q4 2018.
About Greenberg Traurig's Corporate Practice
Greenberg Traurig's Corporate Practice comprises more than 450
lawyers in the United States,
Europe, Asia, the Middle
East, and Latin America who
regularly advise public and privately held companies,
entrepreneurs, and investment funds on global mergers and
acquisitions, corporate restructurings, private equity and venture
capital, underwritten and syndicated offerings, commercial finance
and syndicated lending, cross-border transactions, and general
corporate matters. The group's industry experience includes
transactions in a wide range of fields, from the pharmaceutical,
medical devices, and life sciences fields, to representations
involving clients in the aviation, banking, consumer products,
energy, food and beverage, health care, manufacturing, media,
technology, and telecommunications sectors.
About Greenberg Traurig, LLP
Greenberg Traurig, LLP (GT) has more than 2,000 attorneys in 38
offices in the United States,
Latin America, Europe, Asia,
and the Middle East. GT has been
recognized for its philanthropic giving, was named the largest firm
in the U.S. by Law360 in 2017, and is among the Top 20 on
the 2017 Am Law Global 100. Web: www.gtlaw.com Twitter:
@GT_Law.
MEDIA CONTACT:
Lourdes Brezo-Martinez,
martinezl@gtlaw.con, 212-801-2131
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SOURCE Greenberg Traurig