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AMC Networks to Acquire Robert Johnson’s RLJ Entertainment in Deal Worth $60 Million

AMC Networks announced a deal to acquire majority control of RLJ Entertainment, the streaming-oriented company headed by Robert Johnson, in a deal valuing RLJ at about $60 million.

RLJ Entertainment operates two streaming-subscription services aimed a niche audiences: Acorn TV, which features British television and film content, and UMC (Urban Movie Channel).

AMC is offering about $16 million to buy the shares of RLJ Entertainment it doesn’t currently own and are not affiliated with Johnson, who previously founded BET Networks.

The deal comes after AMC invested $65 million in RLJ last fall to take a 26% stake in the form of loans (which have subsequently been increased to an aggregate of $78 million). That agreement gave AMC the option to purchase majority ownership, and on Monday AMC said it will acquire the 27% of the outstanding shares in RLJ Entertainment that it doesn’t already own for a purchase price of $4.25 per share in cash. Johnson will retain a minority stake in the company; he currently owns approximately 47% of the outstanding shares of RLJ Entertainment common stock.

Shares of publicly traded RLJ Entertainment popped 9.8% Monday, to the $4.25-per-share price being offered by AMC Networks.

For the third quarter of 2017, RLJ Entertainment reported net revenue of $20.9 million, up 13.9% year-over-year, driven by a 58.6% increase in digital channels revenue. It posted a net loss of $2.7 million, versus a net loss of $4.0 million in Q3 of 2016.

In January, RLJ Entertainment announced that its two streaming services, Acorn TV and UMC, had topped 700,000 subscribers, up 55% from a year earlier and an increase of 13% from Sept. 30, 2017. The Silver Spring, Md.-based company also distributes titles in multiple formats including on broadcast and pay TV, DVD, and digital platforms in North America, the U.K., and Australia. In addition, through its U.K.-based Acorn Media Enterprises development arm, RLJE co-produces and develops new programs and owns 64% of Agatha Christie Ltd.

Under the pact, AMC said it would run RLJ Entertainment as a privately owned subsidiary of AMC Networks, with a minority stake held by Johnson. In announcing the deal, AMC Networks said it “has no interest in disposing of its stake in RLJ Entertainment or participating in any other strategic process.”

For AMC, RLJ Entertainment is part of its ongoing push into online-streaming and original digital content.

AMC took a minority stake in Funny Or Die last year and led a $16.5 million round of funding in upstart digital studio Adaptive Studios. It operates the Shudder and SundanceNow over-the-top service and AMC Premiere, a commercial-free subscription service offered as an option to pay-TV subscribers.

AMC’s proposed takeover of RLJ still requires the approval of RLJ Entertainment’s board. AMC Networks said it expects the board of directors of RLJ to form a special committee of independent directors to consider the proposal. Neither Johnson nor RLJ directors nominated by AMC Networks will participate in the evaluation of the proposal.

AMC Networks enlisted Citigroup Global Markets as financial adviser and Sullivan & Cromwell as legal counsel in connection with the transaction.

Pictured above: Josh Sapan, AMC Networks president and CEO (left) and Robert Johnson

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