RLJ Announces Anticipated Close Date on Distribution Acquisition
BETHESDA, MD— RLJ Acquisition announced that it anticipates the closing of the
business combination with Image Entertainment and Acorn Media Group
will occur on Oct. 3, 2012. The transactions
contemplated by the business combination have been previously approved by all shareholders. The combined entity will be renamed RLJ Entertainment
“one of the largest independent global distributors of digital and video content,”
the company said. Holders of the RLF’s common
stock may revoke their redemption requests up to 5 p.m. EDT on Oct. 1, 2012, the
date that is two business days prior to Oct. 3, 2012, the anticipated closing date
of the business combination.
In connection with the anticipated closing, the preferred shareholders of Image
and the shareholders of Acorn each have agreed to reduce the cash consideration
due to them by $5 million in exchange for 575,000 shares of common stock and warrants
to purchase 150,000 shares of RLJ Entertainment common stock. To minimize the impact of such transactions, RLJ
SPAC Acquisition, LLC, the sponsor of the company and an entity controlled by Robert
Johnson, has agreed to surrender 150,000 shares of its common stock and warrants
to purchase 300,000 shares of RLJ Entertainment common stock for no consideration,
effectively making the changes to the overall transaction the same as if 1 million
less shares of the company’s common stock had been redeemed.
The sponsor also will surrender 325,000 shares of common stock and warrants to purchase
550,000 shares of RLJ Entertainment common stock for no consideration to offset
the same number of shares of common stock and warrants, which RLJ Entertainment
has agreed to issue to an unrelated third-party consultant that is a significant
stockholder of the company in connection with matters of strategic advice, subject
to the closing of the business combination.
In conjunction with, and to provide funding for, these acquisitions and RLJ Entertainment’s
ongoing working capital needs, RLJ Entertainment anticipates entering into a $70
million credit agreement with a group led by SunTrust Bank, which includes a five-year
$15 million revolving credit facility and three tranches of term loans totaling
$55 million with final maturities ranging from five to five and one-half years,
at interest rates ranging from prime rate plus 5 to 6.25 percent or LIBOR plus 6
to 7.25 percent, plus an additional 3 percent per annum paid in kind on the last
$15 million of the facilities. In connection with the closing of the financing,
RLJ Entertainment will issue warrants to purchase 1,000,000 shares of RLJ Entertainment
common stock to the lender for the junior term loan. The sponsor has agreed to surrender
warrants to purchase the same number of shares of RLJ Entertainment common stock
for no consideration to facilitate the financing.
Upon the closing of the business combination and assuming no holders of the company’s
common stock revoke their redemption requests, the Company expects that there will
be approximately 13,340,525 million shares of common stock of RLJ Entertainment
outstanding, including shares held by the Sponsor and other founders of the company. RLJ Entertainment’s shares of common stock have
been approved for listing on the NASDAQ Capital Market under the symbol RLJE, subject
to official notice of issuance.
The company anticipates that the common stock of RLJ Entertainment will commence
trading on the NASDAQ Capital Market the day after the closing date of the business
combination and the warrants of RLJ Entertainment will commence trading on the Over-The-Counter
Bulletin Board under the symbol RLJEW shortly thereafter. No assurance can be given that the business combination or the financing will close
on the anticipated closing date or at all.