Item 8.01 Other Events.
On February 4, 2019, Lions Gate Capital Holdings LLC (“LGCH”), an indirect wholly owned subsidiary of Lions Gate Entertainment Corp. (the “Company”), completed its previously announced offering (the “Offering”) of $550,000,000 aggregate principal amount of its 6.375% senior notes due 2024 (the “notes”). The notes were offered and sold at par to qualified institutional buyers in the United States pursuant to Rule 144A and outside of the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The Company intends to use the net proceeds from the Offering to repay a portion of its loans outstanding under its revolving credit facility, with any remaining net cash proceeds to be available to the Company for working capital and other general corporate purposes.
The notes were issued pursuant to an indenture, dated February 4, 2019, by and among Lions Gate Capital Holdings LLC, the Guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (the “Indenture”).
The notes will mature on February 1, 2024, and interest is payable on the notes semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2019.
LGCH may redeem the notes, in whole at any time, or in part from time to time, prior to February 1, 2021 at a price equal to 100% of the principal amount of the Notes to be redeemed plus a ‘‘make-whole’’ premium, plus accrued and unpaid interest, if any, to, but not including, the redemption date. LGCH may redeem the notes in whole at any time, or in part from time to time, on or after February 1, 2021 at certain specified redemption prices, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, LGCH may redeem up to 40% of the aggregate principal amount of the notes at any time and from time to time prior to February 1, 2021 with the net proceeds of certain equity offerings at a price of 106.375% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. LGCH may also redeem the notes, in whole but not in part, at any time upon the occurrence of certain changes in withholding taxes at a redemption price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date.
The Indenture contains covenants that will limit the ability of the Company and certain of its subsidiaries to, among other things and subject to certain exceptions: (i) incur, assume or guarantee additional indebtedness; (ii) declare or pay dividends or make other distributions with respect to, or purchase or otherwise acquire or retire for value, equity interests; (iii) make any principal payment on, or redeem or repurchase, subordinated debt; (iv) make loans, advances or other investments; (v) incur liens; (vi) sell or otherwise dispose of assets, including capital stock of subsidiaries; (vii) consolidate or merge with or into, or sell all or substantially all assets to, another person; and (viii) enter into transactions with affiliates. The Indenture also provides for certain events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes to be declared immediately due and payable.
The foregoing description of the Indenture is not intended to be complete and is qualified in its entirety by reference to the Indenture, a copy of which is attached hereto as Exhibit 4.1, and incorporated herein by reference.
Important Information for Investors and Stockholders
This current report does not constitute an offer to sell or the solicitation of an offer to buy the notes nor shall there be any offer, solicitation or sale of the notes in any state in which such offer, solicitation or sale would be unlawful. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Caution Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the Offering, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
