INTRODUCTION
This Amendment No. 3 (the
Final Amendment
) to the Transaction Statement on Schedule
13E-3
filed on August 28, 2018, as amended by Amendment No. 1, filed on September 14, 2018, and Amendment No. 2, filed on October 5, 2018, together with the exhibits attached hereto
(collectively, this
Schedule
13E-3
), is being filed with the Securities and Exchange Commission (the
SEC
) pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended (together with the rules and regulations promulgated thereunder, the
Exchange Act
), jointly by the following persons (each, a
Filing Person
and collectively, the
Filing
Persons
): (i) RLJ Entertainment, Inc., a Nevada corporation (the
Company
or
RLJE
), the issuer of the common stock, par value $0.001 per share (the
Common Stock
), that is subject to
the transaction pursuant to Rule
13e-3
under the Exchange Act, (ii) AMC Networks Inc., a Delaware corporation (
AMC
), (iii) Digital Entertainment Holdings LLC, a Delaware limited
liability company (
Parent
or
DEH
), and (iv) River Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Parent (
Merger Sub
, and collectively with AMC and DEH, the
AMC Entities
). Concurrently with the filing of this Schedule
13E-3,
the Johnson Entities are also filing an Amendment No. 4 and final amendment to their Transaction Statement on
Schedule
13E-3.
On July 29, 2018, the Company entered into an Agreement and Plan of Merger,
as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated October 2, 2018, and as may be further amended from time to time (the
Merger Agreement
) with AMC (solely for the purposes of Section 10.7
thereof), Parent and Merger Sub. Pursuant to the terms of the Merger Agreement, on October 31, 2018, Merger Sub was merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the
Merger
). Merger Sub is no longer a Filing Person because it was merged with and into the Company.
The Company filed a
definitive proxy statement (the
Proxy Statement
) under Section 14(a) of the Exchange Act on October 5, 2018, pursuant to which the Companys Board of Directors solicited proxies from the stockholders of the Company
in connection with the Merger. A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i), and a copy of the Merger Agreement is attached as Annex
A-1
and Annex
A-2
to the Proxy Statement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement.
This Final Amendment is being filed to report the results of the transaction that is the subject of this Schedule
13E-3,
pursuant to Rule
13e-3(d)(3)
of the Exchange Act. Except as set forth in this Final Amendment, all information in this Schedule
13E-3
remains unchanged.
While each of the Filing Persons acknowledges that the Merger is a
going private transaction for purposes of Rule
13E-3
under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any
affiliate of a Filing Person, that the Company is controlled by any other Filing Person.
All information contained in this
Schedule
13E-3
concerning any Filing Person has been provided by such Filing Person, and no Filing Person has produced any disclosure with respect to any other Filing Person.
Under the SEC rules governing going private transactions, each of the Filing Persons may be deemed to be an affiliate of the
Company and engaged in a going private transaction for purposes of Rule
13e-3
under the Exchange Act. This filing is being made only in response to the SECs suggestion that certain of the
Filing Persons may be affiliates within the meaning of Rule
13e-3.
The fact of this filing is not intended to and does not express the view of any Filing Person as to its legal relationships or its
engagement in the transactions contemplated by the Merger Agreement.