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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 30)*
|
Lions Gate Entertainment Corp. (Name of Issuer) |
Class A Voting Shares, no par value (Title of Class of Securities) |
535919401 (CUSIP Number) |
Janet Yeung MHR Fund Management LLC, 40 West 57th Street, Floor 24 New York, NY, 10019 (212) 262-0005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 535919401 |
| 1 |
Name of reporting person
MHR INSTITUTIONAL PARTNERS III LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,874,473.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The amounts listed above do not reflect any Class A Voting Shares held by Discovery Lightning Investments Ltd. ("Discovery"), Liberty Global Incorporated Limited ("Liberty"), John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.
SCHEDULE 13D
|
| CUSIP No. | 535919401 |
| 1 |
Name of reporting person
MHR INSTITUTIONAL ADVISORS III LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,874,473.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amounts listed above do not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.
SCHEDULE 13D
|
| CUSIP No. | 535919401 |
| 1 |
Name of reporting person
MHR FUND MANAGEMENT LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,127,660.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amounts listed above do not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.
SCHEDULE 13D
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| CUSIP No. | 535919401 |
| 1 |
Name of reporting person
MHR HOLDINGS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,127,660.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The amounts listed above do not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.
SCHEDULE 13D
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| CUSIP No. | 535919401 |
| 1 |
Name of reporting person
MARK H. RACHESKY, M.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,233,455.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
The amounts listed above do not reflect any Class A Voting Shares held by Discovery, Liberty, John C. Malone or any entities affiliated with John C. Malone, including The John C. Malone June 2003 Charitable Remainder Unitrust and the Malone Starz 2015 Charitable Remainder Unitrust, which the reporting persons may be deemed to have beneficial ownership of solely as a result of the Voting and Standstill Agreement, as previously disclosed in Amendment No. 20.
This statement on Schedule 13D (this "Statement") amends and supplements, as Amendment No. 30, the Schedule 13D filed on March 18, 2009 (the "Original Schedule 13D"), which was amended on July 13, 2009 by Amendment No. 1 to the Original Schedule 13D ("Amendment No. 1"), on September 17, 2009 by Amendment No. 2 to the Original Schedule 13D ("Amendment No. 2"), on October 26, 2009 by Amendment No. 3 to the Original Schedule 13D ("Amendment No. 3"), on July 21, 2010 by Amendment No. 4 to the Original Schedule 13D ("Amendment No. 4"), on July 30, 2010 by Amendment No. 5 to the Original Schedule 13D ("Amendment No. 5"), on January 10, 2011 by Amendment No. 6 to the Original Schedule 13D ("Amendment No. 6"), on September 1, 2011 by Amendment No. 7 to the Original Schedule 13D ("Amendment No. 7"), on September 8, 2011 by Amendment No. 8 to the Original Schedule 13D ("Amendment No. 8"), on September 15, 2011 by Amendment No. 9 to the Original Schedule 13D ("Amendment No. 9"), on October 17, 2011 by Amendment No. 10 to the Original Schedule 13D ("Amendment No. 10"), on January 19, 2012 by Amendment No. 11 to the Original Schedule 13D ("Amendment No. 11"), on February 6, 2012 by Amendment No. 12 to the Original Schedule 13D ("Amendment No. 12"), on May 14, 2012 by Amendment No. 13 to the Original Schedule 13D ("Amendment No. 13"), on January 10, 2013 by Amendment No. 14 to the Original Schedule 13D ("Amendment No. 14"), on June 3, 2013 by Amendment No. 15 to the Original Schedule 13D ("Amendment No. 15"), on January 30, 2015 by Amendment No. 16 to the Original Schedule 13D ("Amendment No. 16"), on April 9, 2015 by Amendment No. 17 to the Original Schedule 13D ("Amendment No. 17"), on April 30, 2015 by Amendment No. 18 to the Original Schedule 13D ("Amendment No. 18"), on September 4, 2015 by Amendment No. 19 to the Original Schedule 13D ("Amendment No. 19"), on November 13, 2015 by Amendment No. 20 to the Original Schedule 13D ("Amendment No. 20"), on February 5, 2016 by Amendment No. 21 to the Original Schedule 13D ("Amendment No. 21"), on July 1, 2016 by Amendment No. 22 to the Original Schedule 13D ("Amendment No. 22"), on December 9, 2016 by Amendment No. 23 to the Original Schedule 13D ("Amendment No. 23"), on December 21, 2018 by Amendment No. 24 to the Original Schedule 13D ("Amendment No. 24"), on October 3, 2019 by Amendment No. 25 to the Original Schedule 13D ("Amendment No. 25"), on March 17, 2020 by Amendment No. 26 to the Original Schedule 13D ("Amendment No. 26"), on May 6, 2020 by Amendment No. 27 to the Original Schedule 13D ("Amendment No. 27"), on November 21, 2022 by Amendment No. 28 to the Original Schedule 13D ("Amendment No. 28") and on May 13, 2024 by Amendment No. 29 to the Original Schedule 13D ("Amendment No. 29" and together with Amendment No. 1 through Amendment No. 28 and the Original Schedule 13D, the "Schedule 13D") and relates to Class A Voting Shares, no par value per share (the "Class A Voting Shares"), of Lions Gate Entertainment Corp. (the "Issuer"). Except as otherwise provided, capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 29.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Voting Shares, no par value |
| (b) | Name of Issuer:
Lions Gate Entertainment Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
250 Howe Street, 20th Floor, Vancouver,
BRITISH COLUMBIA, CANADA
, V6C 3R8. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
Item 6 to this Statement is hereby incorporated by reference. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
Reference is made to that certain plan of arrangement (the "Plan of Arrangement") that will result in the separation of the businesses of Lionsgate Studios Corp., a British Columbia corporation ("LG Studios"), from the other businesses of the Issuer, including the STARZ-branded premium subscription platforms (the "Starz Business"), through a series of transactions (the "Transactions"), as further described by the Issuer on Amenment No. 3 to Form S-4 filed on January 27, 2025.
In connection with the closing of the Transactions contemplated by the Plan of Arrangement, Fund Management and certain of its affiliates expect to enter into the following agreements:
- an amended and restated investor rights agreement with the Issuer, which generally duplicates the provisions of the existing Investor Rights Agreement (the "Starz IRA"), including board designation and preemptive rights in the Issuer, in the form set forth as Exhibit 99.1 hereto;
- an amended and restated investor rights agreement with LG Studios, which generally duplicates the provisions of the LG Studios Investor Rights Agreement (the "LG Studios IRA"), including board designation and preemptive rights in LG Studios, in the form set forth as Exhibit 99.2 hereto;
- a voting agreement with the Issuer, which generally duplicates the provisions of the Voting and Standstill Agreement (as modified to remove those provisions that are no longer applicable) (the "Starz Voting Agreement"), in the form set forth as Exhibit 99.3 hereto;
- a voting agreement with LG Studios, which generally duplicates the provisions of the Voting and Standstill Agreement (as modified to remove those provisions that are no longer applicable) (the "LG Studios Voting Agreement"), and applies such provisions to LG Studios, in the form set forth as Exhibit 99.4 hereto;
- a registration rights agreement with the Issuer, which generally duplicates the provisions of the Registration Rights Agreement (the "Starz Registration Rights Agreement"), in the form set forth as Exhibit 99.5 hereto;
- a registration rights agreement with the LG Studios, which generally duplicates the provisions of the Registration Rights Agreement (the "LG Studios Registration Rights Agreement"), and applies such provisions to LG Studios, in the form set forth as Exhibit 99.6 hereto.
Upon the entry into the foregoing agreements, the existing Investor Rights Agreement, the LG Studios Investor Rights Agreement, the Voting and Standstill Agreement and the Registration Rights Agreement would all terminate in accordance with their respective terms.
The foregoing descriptions of the Starz IRA, LG Studios IRA, Starz Voting Agreement, LG Studios Voting Agreement, Starz Registration Rights Agreement and LG Studios Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibit 99.1 through Exhibit 99.6 and incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit No. Description
99.1 Form of Starz IRA, by and among Fund Management, the Issuer and the other parties thereto (incorporated by reference to Exhibit 10.27 to the Amendment No. 3 to Form S-4 filed on January 27, 2025).
99.2 Form of LG Studios IRA, by and among Fund Management, the LG Studios and the other parties thereto (incorporated by reference to Exhibit 10.23 to the Amendment No. 3 to Form S-4 filed on January 27, 2025).
99.3 Form of Starz Voting Agreement, by and among Fund Management, the Issuer and the other parties thereto (incorporated by reference to Exhibit 10.28 to the Amendment No. 3 to Form S-4 filed on January 27, 2025).
99.4 Form of LG Studios Voting Agreement, by and among Fund Management, the LG Studios and the other parties thereto (incorporated by reference to Exhibit 10.24 to the Amendment No. 3 to Form S-4 filed on January 27, 2025).
99.5 Form of Starz Registration Rights Agreement, by and among Fund Management, the Issuer and the other parties thereto (incorporated by reference to Exhibit 10.29 to the Amendment No. 3 to Form S-4 filed on January 27, 2025).
99.6 Form of LG Studios Registration Rights Agreement, by and among Fund Management, the LG Studios and the other parties thereto (incorporated by reference to Exhibit 10.25 to the Amendment No. 3 to Form S-4 filed on January 27, 2025). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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