UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| Lions Gate Entertainment Corp. |
| (Name of Issuer) |
| Class A Voting Common Shares, no par value per share |
| (Title of Class of Securities) |
| 535919401 |
| (CUSIP Number) |
William Barratt Liberty 77 Capital L.P. 2099 Pennsylvania Ave NW Washington, DC 20006 (202) 984-7070 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| May 2, 2024 |
| (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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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, as amended (the “Act”), or otherwise subject to the liabilities of Section 18 of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 535919401 | SCHEDULE 13D | Page 2 of 13 |
| 1 | NAME OF REPORTING PERSON
Liberty 77 Capital L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX 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 | 7 | SOLE VOTING POWER
7,976,706 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
7,976,706 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,976,706 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% | |
| 14 | TYPE OF REPORTING PERSON
IA, PN |
| CUSIP No. 535919401 | SCHEDULE 13D | Page 3 of 13 |
| 1 | NAME OF REPORTING PERSON
Liberty 77 Fund L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
1,729,940 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
1,729,940 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,729,940 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. 535919401 | SCHEDULE 13D | Page 4 of 13 |
| 1 | NAME OF REPORTING PERSON
Liberty 77 Fund International L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
6,246,766 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
6,246,766 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,246,766 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. 535919401 | SCHEDULE 13D | Page 5 of 13 |
| 1 | NAME OF REPORTING PERSON
Liberty 77 Capital Partners L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX 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 | 7 | SOLE VOTING POWER
7,976,706 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
7,976,706 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,976,706 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% | |
| 14 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. 535919401 | SCHEDULE 13D | Page 6 of 13 |
| 1 | NAME OF REPORTING PERSON
Liberty Capital L.L.C. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX 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 | 7 | SOLE VOTING POWER
7,976,706 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
7,976,706 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,976,706 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% | |
| 14 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. 535919401 | SCHEDULE 13D | Page 7 of 13 |
| 1 | NAME OF REPORTING PERSON
STM Partners LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX 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 | 7 | SOLE VOTING POWER
7,976,706 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
7,976,706 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,976,706 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% | |
| 14 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. 535919401 | SCHEDULE 13D | Page 8 of 13 |
| 1 | NAME OF REPORTING PERSON
Steven T. Mnuchin | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS
OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
| ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
7,976,706 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
7,976,706 | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,976,706 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5% | |
| 14 | TYPE OF REPORTING PERSON
IN |
| CUSIP No. 535919401 | SCHEDULE 13D | Page 9 of 13 |
This Amendment No. 3 amends and supplements the statement on Schedule 13D, dated September 5, 2023, as amended through the date hereof (as so amended, the “Schedule 13D”), and is being filed with the Securities and Exchange Commission by the “Reporting Persons” identified herein relating to the Class A Voting Common Shares, no par value per share (the “Class A Shares”), of Lions Gate Entertainment Corp., a corporation existing under the laws of British Columbia (the “Issuer”).
| Item 2. | Identity and Background. |
Item 2 is hereby restated as follows:
This Schedule 13D is being filed by each of:
| (i) | Liberty 77 Capital L.P. (the “Liberty Manager”), a Delaware limited partnership and investment manager of the Liberty Funds; |
| (ii) | Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership; |
| (iii) | Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership (together with Liberty 77 Fund L.P., the “Liberty Funds”); |
| (iv) | Liberty 77 Capital Partners L.P. (“Liberty Manager GP”), a Delaware limited partnership and the general partner of the Liberty Manager; |
| (v) | Liberty Capital L.L.C., a Delaware limited liability company and the general partner of the Liberty Manager GP; |
| (vi) | STM Partners LLC, a Delaware limited liability company which indirectly controls the Liberty Manager and the general partner of the Liberty Funds; |
| (vii) | Steven T. Mnuchin (“Secretary Mnuchin”), an individual and citizen of the United States and President of STM Partners LLC, |
each person or entity listed in clauses (i) – (vii), a “Reporting Person” and, collectively, the “Reporting Persons.”
The address of the principal place of business and principal office of the Reporting Persons is c/o Liberty 77 Capital L.P., 2099 Pennsylvania Avenue NW, Washington, D.C. 20006.
The Reporting Persons are making this single, joint filing, pursuant to a joint filing agreement in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was previously filed as Exhibit 1 hereto.
None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby restated as follows:
The Reporting Persons have acquired the securities reported in this Schedule 13D for investment purposes and intend to review such investment in the Issuer on a continuing basis. As such, the Reporting Persons may, depending on the Issuer’s performance and other market conditions, increase or decrease their investment position. The Reporting Persons may, from time to time, make additional acquisitions of Class A Shares or other securities of the Issuer either in the open market or in privately negotiated transactions, including transactions directly with the Issuer, depending upon their evaluation of the Issuer’s business, prospects, financial condition and results of operations, the market for the Class A Shares or other securities, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Class A Shares or other securities of the Issuer and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, including the Class A Shares. Any actions the Reporting Persons might undertake may be made at any time, and from time to time, without prior notice, and will be dependent upon their review of numerous factors, including but not limited to, an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
| CUSIP No. 535919401 | SCHEDULE 13D | Page 10 of 13 |
Consistent with the Reporting Persons’ investment purposes, they may engage in communications with, without limitation, one or more stockholders of the Issuer, management of the Issuer and/or one or more members of the Issuer’s board of directors and may make suggestions or proposals concerning the Issuer’s operations, prospects, business and financial strategies, strategic transactions including a potential investment by the Reporting Persons in a spin-off of the Issuer’s studio business or other restructuring, assets and liabilities, business and financing alternatives, the composition of the board of directors and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer.
The Issuer has publicly proposed a spin-off of its studio business, to be known as Lionsgate Studios Corp., and the Reporting Persons may engage in any of the activities described above with respect to the spin-off at any stage of the process.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby restated as follows:
References to percentage ownership of the Class A Shares in this Schedule 13D are based on 83,564,574 Class A Shares outstanding as of February 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2023.
The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.
(a) By virtue of the fact that (i) the Class A Shares reported herein were purchased for the respective accounts of the Liberty Funds, (ii) the Liberty Manager is the investment manager of the Liberty Funds, (iii) Liberty Manager GP is the general partner of the Liberty Manager, (iv) Liberty Capital L.L.C. is the general partner of the Liberty Manager GP, (v) STM Partners LLC indirectly controls the Liberty Manager and the general partner of the Liberty Funds, and (vi) Secretary Mnuchin is the President of STM Partners LLC, the other Reporting Persons may be deemed to have the power to vote and direct the disposition of the Class A Shares owned of record by Liberty 77 Fund L.P. and Liberty 77 Fund International L.P.
As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own the Class A Shares indicated on row (11) on such Reporting Person’s cover page included herein, or the approximate percentage of the aggregate amount of Class A common shares indicated on row (13) on such Reporting Person’s cover page included herein.
(b) Each of the Reporting Persons has the sole power to vote or direct the vote and the shared power to dispose or to direct the disposition of the Class A Shares indicated on such Reporting Person’s cover page included herein.
(c) The Reporting Persons have not engaged in any transactions in the Class A Shares since the most recent prior amendment to this Schedule 13D.
| CUSIP No. 535919401 | SCHEDULE 13D | Page 11 of 13 |
(d) Liberty 77 Capital GenPar L.P. is the general partner of each of the Liberty Funds, and as such, has the right to receive, and the right to direct the receipt of, dividends from or the proceeds from the sale of the securities that are reported in this Schedule 13D.
Liberty 77 Capital UGP L.L.C. is the general partner of Liberty 77 Capital GenPar L.P. and STM Partners LLC is the managing member of Liberty 77 Capital UGP L.L.C.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby supplemented by adding the following:
The Liberty Funds were among the noteholders who, on May 2, 2024, entered into an Exchange Agreement (the “Exchange Agreement”) with the Issuer, Lions Gate Capital Holdings 1, Inc. (“LGCH1”) and Lions Gate Capital Holdings LLC (“LGCH”) with respect to the 5.500% Senior Notes due 2029 (the “Existing Notes”) previously issued by LGCH. Pursuant to the Exchange Agreement, the Liberty Funds agreed to enter into a private exchange of the Existing Notes held by them for new 5.500% Exchange Notes due 2029 (the “New Notes”) to be issued by LGCH1 and consented to certain modifications to the indenture governing the Existing Notes.
The terms of the New Notes will provide that, upon the occurrence of a full separation of the Issuer’s Studio Business (meaning substantially all of the assets and liabilities constituting the Issuer’s Motion Picture and Television Production segments and a substantial portion of the Issuer’s corporate general and administrative functions) and the Issuer’s STARZ Business (meaning substantially all of the assets and liabilities constituting the Issuer’s Media Networks segment), the interest rate on the New Notes will increase from 5.500% to 6.000% per year and the maturity will extend from 2029 to 2030. The New Notes will also be assumed by the Studio Business upon the occurrence of the full separation.
The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the description of the Exchange Agreement included in the Current Report on Form 8-K filed by the Issuer on May 3, 2024 and the Exchange Agreement, a copy of which was filed as an exhibit to such Current Report.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit No. | Description | |
| Exhibit 1 | Joint Filing Agreement (previously filed). | |
| Exhibit 2 | Exchange Agreement (incorporated by reference to the Current Report on Form 8-K filed by the Issuer on May 3, 2024) |
| CUSIP No. 535919401 | SCHEDULE 13D | Page 12 of 13 |
SIGNATURES
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.
Date: May 6, 2024
| LIBERTY 77 CAPITAL L.P. | |||
| By: | Liberty 77 Capital Partners L.P., its general partner | ||
| By: | Liberty Capital L.L.C., its general partner | ||
| By: | /s/ Jesse Burwell | ||
| Name: | Jesse Burwell | ||
| Title: | Chief Financial Officer | ||
LIBERTY 77 FUND L.P. | |||
| By: | Liberty 77 Capital GenPar L.P., its general partner | ||
| By: | Liberty 77 Capital UGP L.L.C., its general partner | ||
| By: | /s/ Jesse Burwell | ||
| Name: | Jesse Burwell | ||
| Title: | Chief Financial Officer | ||
LIBERTY 77 FUND INTERNATIONAL L.P. | |||
| By: | Liberty 77 Capital GenPar L.P., its general partner | ||
| By: | Liberty 77 Capital UGP L.L.C., its general partner | ||
| By: | /s/ Jesse Burwell | ||
| Name: | Jesse Burwell | ||
| Title: | Chief Financial Officer | ||
LIBERTY 77 CAPITAL PARTNERS L.P. | |||
| By: | Liberty Capital L.L.C., its general partner | ||
| By: | /s/ Jesse Burwell | ||
| Name: | Jesse Burwell | ||
| Title: | Chief Financial Officer | ||
| CUSIP No. 535919401 | SCHEDULE 13D | Page 13 of 13 |
LIBERTY CAPITAL L.L.C. | |||
| By: | /s/ Jesse Burwell | ||
| Name: | Jesse Burwell | ||
| Title: | Chief Financial Officer | ||
| STM PARTNERS LLC | |||
| By: | /s/ Steven T. Mnuchin | ||
| Name: | Steven T. Mnuchin | ||
| Title: | President | ||
| /s/ Steven T. Mnuchin | |||
| STEVEN T. MNUCHIN | |||