RLJ ENTERTAINMENT, INC. (NASDAQ:RLJE) Files An 8-K Entry into a Material Definitive Agreement

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RLJ ENTERTAINMENT, INC. (NASDAQ:RLJE) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement

On October 14, 2016, RLJ Entertainment, Inc. (the Company)
entered into a credit agreementwith Digital Entertainment
Holdings LLC, a wholly owned subsidiary of AMC Networks Inc.
(AMC) to which (i) AMC provided the Company with a $5 million
term loan (Initial Tranche A Loan) and a $60 million term loan
(the Tranche B Loan) and (ii) the Company granted AMC three
warrants to purchase, in the aggregate, 20 million shares of the
Companys common stock.On January 30, 2017, the Company entered
into a first amendment to the credit agreement adding a tranche
of term loan debt in the principal amount of $8 million dollars
(the Incremental Tranche A Term Loan and together with the
Initial Tranche A Loan, the Tranche A-1 Loan), extending the
maturity date of the Tranche A-1 Loan from October 14, 2017 to
June 30, 2019 and modifying certain covenants.

On June 16, 2017, the Company and AMC entered into a second
amendment to the credit agreement (the Amendment). On June 20,
2017, upon the closing to the Amendment, the Company added a
tranche of term loan debt in the principal amount of $10 million
dollars (the Tranche A-2 Term Loan) with a maturity date of June
30, 2021. Upon the closing, the Amendment also (i) extended the
maturity date of the Tranche A-1 Term Loan to June 30, 2020, (ii)
provided that, commencing with the interest payment to be made on
June 30, 2017, all interest under the credit agreement will be
paid in shares of the Companys common stock valued at $3 per
share (subject to adjustment for stock splits and similar
adjustments) and (iii) increased the maximum Senior Leverage
Ratio as set forth in the table below:

Fiscal Year Ending

Senior Leverage Ratio

December 31, 2016

6.00:1.00

December 31, 2017

5.75:1.00

December 31, 2018

4.00:1.00

December 31, 2019

3.75:1.00

December 31, 2020

2.75:1.00

December 31, 2021 and all Fiscal Years thereafter

2.50:1.00

Except as expressly set forth in the Amendment, no other terms of
the credit agreement were modified.

As a condition to the closing of the Amendment, on June 20, 2017,
RLJ SPAC Acquisition LLC converted 15,000 shares of the Companys
Class D-2 preferred stock, constituting its entire holdings of
preferred stock, plus its accrued preferred dividends, into the
Companys common stock at $3.00 per share, resulting in the
issuance of 5,905,634 shares of common stock.

In addition, in connection with the Amendment, on June 20, 2017,
AMC exercised a portion of its Class A warrant at $3.00 per share
to acquire 1,667,000 shares of the Companys common stock in
exchange for the cancellation of $5,001,000 of the Tranche B
Loan. Following the cancellation, the balance of the Tranche B
Loan is $54,999,000.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item 1.01 with respect to the
Amendment is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 with respect to the
conversion of the preferred stock and the partial exercise of the
warrant is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

10.1

Second Amendment to Credit and Guaranty Agreement, dated
June 16, 2017, by and among AMC, the Company,

certain subsidiaries of the Company, and the Lenders
party thereto from time to time



RLJ ENTERTAINMENT, INC. Exhibit
EX-10.1 2 rlje-ex101_15.htm EX-10.1 SECOND AMENDMENT rlje-ex101_15.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,…
To view the full exhibit click here
About RLJ ENTERTAINMENT, INC. (NASDAQ:RLJE)

RLJ Entertainment, Inc. (RLJE) is a global entertainment content distribution company. RLJE is a film and television licensee focusing on action, thriller and horror independent feature films. RLJE operates through three segments: Intellectual Property (IP) Licensing; Wholesale, and Direct-to-Consumer. The IP Licensing segment includes IP rights that the Company owns, produces and then exploits in various formats, including digital versatile disc, Blu-ray, digital, broadcast, video on demand, streaming video, downloading and sublicensing. The Wholesale segment exploits the content to third parties, such as Walmart, Best Buy, Target, Amazon and Costco, while the Direct-to-Consumer segment distributes directly to the consumer through different exploitation channels. The Direct-to-Consumer segment distributes film and television content through its subscription-based, digitally streaming channels (Acorn TV and Urban Movie Channel (UMC)), its e-commerce Websites and mail-order catalogs.

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