RLJ Entertainment, Inc.
3 Bethesda Metro Center, Suite 1000
Bethesda, Maryland 20814
August 10, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Max A. Webb
| Re: | RLJ Entertainment, Inc. Registration Statement on Form S-4, as amended File No. 333-180714 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, RLJ Entertainment, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-captioned Registration Statement (the “Registration Statement”) in order that the Registration Statement shall become effective at 4:00 p.m. (EDT) on Friday, August 10, 2012 or as soon thereafter as practicable.
In addition, the Company hereby acknowledges that:
| • | should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact Joseph A. Herz of Greenberg Traurig, LLP (counsel to the Company) at (212) 801-6926 with any questions about this acceleration request. Please notify Mr. Herz when the order of the Commission declaring the Registration Statement effective has been executed.
| Very truly yours, | ||
| RLJ ENTERTAINMENT, INC. | ||
| By: | /s/ Lisa W. Pickrum | |
| Name: | Lisa W. Pickrum | |
| Title: | Chief Financial Officer | |
