UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 12, 2018
Lions Gate Entertainment Corp.
(Exact name of registrant as specified in charter)
British Columbia, Canada
(State or Other Jurisdiction of Incorporation)
| 1-14880 | N/A | |
| (Commission File Number) | (IRS Employer Identification No.) |
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
(Address of principal executive offices)
Registrant’s telephone number, including area code:(877) 848-3866
No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
In connection with the Exchange Offer (as defined below), Lions Gate Entertainment Corp. (the “Company”) is disclosing under this Current Report onForm 8-K the information included in Exhibit 99.1, which is incorporated herein by reference. The information, which includes Adjusted EBITDA and Adjusted Covenant EBITDA financial data of the Company, is excerpted from the confidential offering memorandum, dated March 12, 2018.
The Company is furnishing the information in this Current Report onForm 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. This Current Report onForm 8-K will not be deemed an admission as to the materiality of any information in the report (including Exhibit 99.1) that is required to be disclosed solely by Regulation FD.
Item 8.01. Other Events.
On March 12, 2018, the Company issued a press release announcing that Lions Gate Capital Holdings LLC (“LGCH”), an indirect, wholly owned subsidiary of the Company, commenced a private exchange (the “Exchange Offer”) for any and all of the $520 million aggregate principal amount of outstanding 5.875% Senior Notes due 2024 issued by the Company for up to $520 million aggregate principal amount of new 5.875% Senior Notes due 2024 issued by LGCH plus, under certain conditions, cash consideration. The Exchange Offer is being made exclusively pursuant to a confidential offering memorandum dated March 12, 2018.
A copy of the Company’s press release announcing the Exchange Offer is filed herewith as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description | |
| 99.1 | Excerpts from the confidential offering memorandum, dated March 12, 2018 | |
| 99.2 | Press Release, dated March 12, 2018 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 12, 2018 | LIONS GATE ENTERTAINMENT CORP. | |
| (Registrant) | |
| By: /s/ James W. Barge | |
| Name: James W. Barge | |
| Title: Chief Financial Officer | |