SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED
PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 21)*
Lions Gate Entertainment Corp.
(Name of Issuer)
Common
Shares, no par value
(Title of Class of Securities)
535919203
(CUSIP Number)
Janet Yeung
MHR Fund Management LLC
1345 Avenue of the Americas, 42nd
Floor
New York, New York 10105
(212) 262-0005
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February
3, 2016
(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.
(Continued on following pages)
(Page 1 of 13 Pages)
* | 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 (“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).
CUSIP No. 535919203 | 13D | Page 2 of 13 Pages |
1 |
NAMES OF REPORTING PERSONS
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)
N/A | ||
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: |
7 |
SOLE VOTING POWER
23,748,947 | |
8 |
SHARED VOTING POWER
0 (1) | ||
9 |
SOLE DISPOSITIVE POWER
23,748,947 | ||
10 |
SHARED DISPOSITIVE POWER
0 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,748,947 (1) | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% (1) | ||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(1) | This amount does not reflect any Common 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. |
CUSIP No. 535919203 | 13D | Page 3 of 13 Pages |
1 |
NAMES OF REPORTING PERSONS
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)
N/A
| ||
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 |
7 |
SOLE VOTING POWER
23,748,947 | |
8 |
SHARED VOTING POWER
0 (1) | ||
9 |
SOLE DISPOSITIVE POWER
23,748,947 | ||
10 |
SHARED DISPOSITIVE POWER
0 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,748,947 (1) | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% (1) | ||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | ||
(1) | This amount does not reflect any Common 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. |
CUSIP No. 535919203 | 13D | Page 4 of 13 Pages |
1 |
NAMES OF REPORTING PERSONS
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)
N/A | ||
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 |
7 |
SOLE VOTING POWER
30,211,049 | |
8 |
SHARED VOTING POWER
0 (1) | ||
9 |
SOLE DISPOSITIVE POWER
30,211,049 | ||
10 |
SHARED DISPOSITIVE POWER
0 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,211,049 (1) | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1% (1) | ||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | ||
(1) | This amount does not reflect any Common 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. |
CUSIP No. 535919203 | 13D | Page 5 of 13 Pages |
1 |
NAMES OF REPORTING PERSONS
MHR HOLDINGS LLC | ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a): ☐ (b): ☐
| ||
3 | SEC USE ONLY | ||
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | ||
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: |
7 |
SOLE VOTING POWER
30,211,049 | |
8 |
SHARED VOTING POWER
0 (1) | ||
9 |
SOLE DISPOSITIVE POWER
30,211,049 | ||
10 |
SHARED DISPOSITIVE POWER
0 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,211,049 (1) | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ☐ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1% (1) | ||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | ||
(1) | This amount does not reflect any Common 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. |
CUSIP No. 535919203 | 13D | Page 6 of 13 Pages |
1 |
NAMES OF REPORTING PERSONS
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)
N/A | ||
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 of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER
30,269,229 | |
8 |
SHARED VOTING POWER
0 (1) | ||
9 |
SOLE DISPOSITIVE POWER
30,269,229 | ||
10 |
SHARED DISPOSITIVE POWER
0 | ||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,269,229 (1) | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1% (1) | ||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN;HC | ||
(1) | This amount does not reflect any Common 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. |
Page 7 of 13 Pages |
TABLE OF CONTENTS
Item 4. | Purpose of Transaction | 9 |
Item 5. | Interest in Securities of the Issuer. | 10 |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer. | 11 |
SIGNATURES | 12 |
Page 8 of 13 Pages |
This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 21, 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”) and on November 13, 2015 by Amendment No. 20 to the Original Schedule 13D (“Amendment No. 20” and, together with Amendment No. 1 through Amendment No. 19 and the Original Schedule 13D, the “Schedule 13D”) and relates to common shares, no par value per share (the “Common 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. 20.
Page 9 of 13 Pages |
Item 4. Purpose of the Transaction
Item 4 is hereby amended to add the following:
On February 3, 2016, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management (collectively, the “MHR Parties”) and the Issuer entered into Amendment No. 1 to the Registration Rights Agreement (the “Registration Rights Agreement Amendment”). The Registration Rights Agreement Amendment provides, among other things, for (i) the Issuer and Fund Management to jointly select the managing underwriter in connection with any (x) underwritten offering pursuant to a demand or piggyback registration or (y) underwritten offering pursuant to a shelf registration statement, (ii) the exemption of transfers pursuant to hedging transactions from lock-up agreements with the managing underwriter if such hedging transactions were entered into prior to the time that Fund Management had notice of the applicable underwritten offering and (iii) certain other amendments to conform the rights granted to the MHR Parties under the Registration Rights Agreement to the rights granted to Discovery and Liberty in their respective registration rights agreements with the Issuer.
The foregoing description of the Registration Rights Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement Amendment, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Page 10 of 13 Pages |
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated as follows:
The percentages set forth in this Statement are based on information contained in the Issuer’s Form S-3 filed on November 20, 2015, which disclosed that there were 150,248,407 Common Shares outstanding as of November 19, 2015.
(a) (i) Master Account may be deemed to be the beneficial owner of 1,396,767 Common Shares (approximately 0.9% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 1,396,767 Common Shares held for its own account.
(ii) Capital Partners (100) may be deemed to be the beneficial owner of 186,617 Common Shares (approximately 0.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 186,617 Common Shares held for its own account.
(iii) Advisors may be deemed to be the beneficial owner of 1,583,384 Common Shares (approximately 1.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) 1,396,767 held for the account of Master Account and (B) 186,617 held for the account of Capital Partners (100).
(iv) Institutional Partners II may be deemed to be the beneficial owner of 1,386,275 Common Shares (approximately 0.9% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 1,386,275 Common Shares held for its own account.
(v) Institutional Partners IIA may be deemed to be the beneficial owner of 3,492,443 Common Shares (approximately 2.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 3,492,443 Common Shares held for its own account.
(vi) Institutional Advisors II may be deemed to be the beneficial owner of 4,878,718 Common Shares (approximately 3.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) 1,386,275 Common Shares held for the account of Institutional Partners II and (B) 3,492,443 Common Shares held for the account of Institutional Partners IIA.
(vii) Institutional Partners III may be deemed to be the beneficial owner of 23,748,947 Common Shares (approximately 15.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 23,748,947 Common Shares held for its own account.
(viii) Institutional Advisors III may be deemed to be the beneficial owner of 23,748,947 Common Shares (approximately 15.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of 23,748,947 Common Shares held for the account of Institutional Partners III.
(ix) MHRC may be deemed the beneficial owner of 1,583,384 Common Shares (approximately 1.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Common Shares otherwise described in Item 5(a)(iii) by virtue of MHRC’s position as the managing member of Advisors.
(x) MHRC II may be deemed the beneficial owner of 4,878,718 Common Shares (approximately 3.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Common Shares otherwise described in Item 5(a)(vi) by virtue of MHRC II’s position as the managing member of Institutional Advisors II.
(xi) Fund Management may be deemed to be the beneficial owner of 30,211,049 Common Shares (approximately 20.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Common Shares otherwise described in this Item 5 by virtue of Fund Management’s investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.
(xii) MHR Holdings may be deemed the beneficial owner of 30,211,049 Common Shares (approximately 20.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of all of the Common Shares otherwise described in this Item 5(a) by virtue of MHR Holdings’ position as the managing member of Fund Management.
(xiii) Dr. Rachesky may be deemed to be the beneficial owner of 30,269,229 Common Shares (approximately 20.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act) comprised of (A) all of the Common Shares otherwise described in this Item 5 by virtue of Dr. Rachesky’s position as the managing member of each of MHRC, MHRC II, Institutional Advisors III and MHR Holdings, (B) 445 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest on September 10, 2016, (C) 1,013 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in two equal annual installments beginning on September 9, 2016, (D) 1,298 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2016 and (E) 55,424 Common Shares held directly.
(xiv) The amounts set forth above in clauses (i) through (xiii) of this Item 5 do not reflect any Common 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.
Page 11 of 13 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.
The information set forth in Item 4 above and Exhibit 99.1 to this Statement are incorporated into this Item 6 by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit No. | Description | |
99.1 | Amendment No. 1, dated as of February 3, 2016, to the Registration Rights Agreement, dated as of October 22, 2009, by and among the Issuer, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management. |
Page 12 of 13 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Date: February 5, 2016
MHR INSTITUTIONAL PARTNERS III LP | ||
By: | MHR Institutional Advisors III LLC, its General Partner | |
By: | /s/ Janet Yeung | |
Name: Title: |
Janet Yeung Authorized Signatory |
MHR INSTITUTIONAL ADVISORS III LLC | ||
By: | /s/ Janet Yeung | |
Name: Title: |
Janet Yeung Authorized Signatory |
MHR FUND MANAGEMENT LLC | ||
By: | /s/ Janet Yeung | |
Name: Title: |
Janet Yeung Authorized Signatory |
MHR HOLDINGS LLC | ||
By: | /s/ Janet Yeung | |
Name: Title: |
Janet Yeung Authorized Signatory |
MARK H. RACHESKY, M.D. | ||
By: | /s/ Janet Yeung Attorney-in-Fact |
Page 13 of 13 Pages |
Exhibit Index
Exhibit No. | Description | |
99.1 | Amendment No. 1, dated as of February 3, 2016, to the Registration Rights Agreement, dated as of October 22, 2009, by and among the Issuer, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management. |
EXECUTION VERSION |
AMENDMENT
NO. 1
TO THE
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT NO. 1 (this “Amendment”), dated as of February 3, 2016, to the Registration Rights Agreement, dated as of October 22, 2009 (as so amended, the “Registration Rights Agreement”), by and among Lions Gate Entertainment Corp. and the persons listed on the signature pages thereof.
WHEREAS, Section 10.3 of the Registration Rights Agreement provides for the amendment of the Registration Rights Agreement in accordance with the terms set forth therein; and
WHEREAS, the parties hereto desire to amend the Registration Rights Agreement as set forth herein.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment, and subject to the conditions set forth herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions; References. Unless otherwise specifically defined herein, each capitalized term used but not defined herein, including the recitals hereto, shall have the meaning assigned to such term in the Registration Rights Agreement as amended by this Amendment. Each reference in the Registration Rights Agreement to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” shall, from and after the date hereof, refer to the Registration Rights Agreement as amended by this Amendment except that references to “the date hereof” and to “the date of this Agreement” shall remain references to the date of the original Registration Rights Agreement.
ARTICLE II
AMENDMENTS TO THE REGISTRATION RIGHTS AGREEMENT
Section 2.1 Consent Pursuant to, and Amendments to, the Registration Rights Agreement.
(a) The following shall be added at the end of the definition of “Affiliate” in Section 1.1 of the Registration Rights Agreement:
provided, that in no event shall Lionsgate, Liberty Global plc (“Liberty”), Discovery Communications Inc. (“Discovery”), John C. Malone or any of their respective Subsidiaries, controlled Affiliates, portfolio companies or affiliated investment funds be considered an Affiliate of any Holder or Additional Holder or any of their respective Subsidiaries, Affiliates, portfolio companies or affiliated investment funds (in each case, other than Lionsgate and its Subsidiaries and
controlled Affiliates), nor shall any Holder or Additional Holder or any of their respective Subsidiaries, Affiliates, portfolio companies or affiliated investment funds (in each case, other than Lionsgate and its Subsidiaries and controlled Affiliates) be considered to be an Affiliate of Lionsgate, Liberty, Discovery, John C. Malone or any of their respective Subsidiaries, controlled Affiliates, portfolio companies or affiliated investment funds
(b) The following shall be added between the definitions of “Shelf Registration Statement” and “Suspension Notice” in Section 1.1 of the Registration Rights Agreement:
“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having voting power to elect a majority of the board of directors or other persons performing similar functions are directly or indirectly owned by such Person.
(c) Section 2.1(a) of the Registration Rights Agreement shall be amended and restated as follows:
(a) more than two (2) Demand Registrations in the aggregate (it being agreed by the parties that all of such Demand Registrations remain available as of February 3, 2016);
(d) The second sentence of Section 2.3 of the Registration Rights Agreement shall be amended and restated in its entirety as follows:
With respect to any such Underwritten Offering pursuant to a Demand Registration, Lionsgate and the MHR Representative shall jointly select an investment banking firm of national standing to be the managing underwriter for the offering, which firm shall be reasonably acceptable to the Requesting Holders.
(e) The first sentence of Section 2.4 of the Registration Rights Agreement shall be amended and restated in its entirety as follows:
With respect to any Demand Registration (including any Underwritten Offering of Registrable Securities pursuant to a Demand Registration), subject to Article III, no securities to be sold for the account of any Person (including Lionsgate) other than the Requesting Holders shall be included in a Demand Registration; provided that securities to be sold for the account of Lionsgate and any Ten Percent Holder may be included in such Demand Registration if, and only if, the managing underwriter advises the Requesting Holders and Lionsgate in writing (or, in the case of a Demand Registration not being underwritten, the Requesting Holders determine in good faith after considering the relevant facts and circumstances at the relevant time) that the inclusion of such securities shall not adversely affect the price or success of the offering by the Requesting Holders (an “Adverse Effect”).
(f) The third parenthetical in the first sentence of Section 3.1 of the Registration Rights Agreement shall be amended and restated in its entirety as follows:
2
(except pursuant to registrations of Common Shares, or securities convertible into or exchangeable for Common Shares, to be delivered as consideration in any merger, acquisition or other business combination or registrations on Form S-4 or any successor form, on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to then existing securityholders of Lionsgate, a dividend reinvestment plan or an exchange offer)
(g) Section 3.2(a) of the Registration Rights Agreement shall be amended by adding “pro rata” after the parenthetical “(after including securities contemplated by clause (x))”.
(h) Section 3.2(b) of the Registration Rights Agreement shall be amended by adding “pro rata” after the parenthetical “(after including securities contemplated by clause (x))”.
(i) Section 3.4(b) of the Registration Rights Agreement shall be amended and restated in its entirety as follows:
(b) With respect to any offering of Registrable Securities in the form of an Underwritten Offering in which Holders elect to participate pursuant to this Article III, Lionsgate and the MHR Representative shall jointly select an investment banking firm of national standing to be the managing underwriter for the offering.
(j) The second sentence of Section 4.3(a) of the Registration Rights Agreement shall be amended and restated in its entirety as follows:
With respect to any such qualifying Underwritten Offering, Lionsgate and the MHR Representative shall jointly select an investment banking firm of national standing to be the managing underwriter for the offering, which firm shall be reasonably acceptable to the Participating Holders.
(k) Section 5.1 of the Registration Rights Agreement shall be amended and restated in its entirety as follows:
Subject to Sections 2.4 and 4.3(c), in the event of (i) any Demand Registration pursuant to Section 2.1 hereof in which the Requesting Holders are registering more than 2,300,000 Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, reorganizations or similar events) in the aggregate, (ii) any Underwritten Offering pursuant to Section 2.3 hereof or (iii) any Underwritten Offering on a Shelf Registration Statement pursuant to Section 4.3(a) hereof, Lionsgate agrees not to, without the prior written consent of the Holders, (x) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, relating to, any securities of Lionsgate that are substantially similar to such Registrable Securities, including but not limited to any options or warrants to purchase Common Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive,
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Common Shares or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise (in each case, other than (A) any securities issued upon the exercise of any option or warrant or the conversion, exchange or redemption of any security outstanding as of the beginning of the applicable standstill period, (B) any options, restricted stock units or other equity awards granted to employees, officers or directors pursuant to any of Lionsgate’s employee or director stock option, incentive or benefit plans existing as of the beginning of the applicable standstill period or assumed by Lionsgate in connection with any merger, acquisition or other business combination, (C) any securities issued pursuant to Lionsgate’s employee stock purchase plan or pursuant to equity awards of any kind under any of Lionsgate’s employee or director stock option, incentive or benefit plans existing as of the beginning of the applicable standstill period or assumed by Lionsgate in connection with any merger, acquisition or other business combination, (D) the filing of any registration statement on Form S-8 or other appropriate form as required by the Act, and any amendments to such forms, in respect of any securities or any other of Lionsgate’s equity based securities issuable pursuant to any employee benefit plan of Lionsgate existing as of the beginning of the applicable standstill period or assumed by Lionsgate in connection with any merger, acquisition or other business combination, (E) any Common Shares issuable in lieu of the payment of cash dividends pursuant to Lionsgate’s quarterly cash dividend policy, (F) any Common Shares or any other of Lionsgate’s equity securities, in an amount up to an aggregate of 10.0% of Lionsgate’s fully-diluted shares outstanding as the beginning of the applicable standstill period, issuable in connection with any transaction, including, without limitation, a merger, acquisition or other business combination, an asset sale or a carve-out, and the filing of any registration statement in connection therewith, (G) any Common Shares or any other of Lionsgate’s equity securities issuable in connection with any rescission of purchases of Common Shares under Lionsgate’s 401(k) Plan and (H) any transaction or series of related transactions involving up to $150,000,000 of Lionsgate’s equity or debt securities), (x) in the case of any Demand Registration pursuant to Section 2.1 in which the Requesting Holders are registering more than 2,300,000 Registrable Securities (as adjusted for any stock splits, stock dividends, combinations, reorganizations or similar events) in the aggregate or any Underwritten Offering pursuant to Section 2.4, during the ninety (90) day period (not including any Suspension Periods) commencing on the effective date of the Registration Statement relating to such Registrable Securities or, if earlier, the date that all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders or the abandonment, cessation or withdrawal of such offering by all the Requesting Holders, and (y) in the case of an Underwritten Offering on a Shelf Registration Statement pursuant to Section 4.3(a) hereof,
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during the ninety (90) day period (not including any Suspension Periods) commencing on the effective date of the prospectus supplement pertaining to such Underwritten Offering or, if earlier, the date that all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders or the abandonment, cessation or withdrawal of such Underwritten Offering by all the Requesting Holders.
(l) Section 5.3 of the Registration Rights Agreement shall be amended by adding the following text after the text “containing terms reasonably acceptable to such managing underwriter”:
“(with an exception for transfers pursuant to hedging transactions entered into prior to the time that the MHR Representative had notice of such Underwritten Offering)”
(m) The Registration Rights Agreement shall be amended by adding the following as new Section 6.3:
6.3. Hedging Transactions. The parties agree that the provisions of this Agreement relating to the registration, offer and sale of Registrable Securities apply also to any transaction which transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the counterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), and that the counterparty to such transaction shall be selected in the sole discretion of the Holders.
ARTICLE III
MISCELLANEOUS
Section 3.1 No Further Amendment. Except as expressly amended hereby, the Registration Rights Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Registration Rights Agreement or any of the documents referred to therein.
Section 3.2 Effect of Amendment. This Amendment shall form a part of the Registration Rights Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Registration Rights Agreement shall be deemed a reference to the Registration Rights Agreement as amended hereby.
Section 3.3 Miscellaneous. The provisions of Article X (Miscellaneous) of the Registration Rights Agreement shall apply to this Amendment mutatis mutandis, and to the
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Registration Rights Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
LIONS GATE ENTERTAINMENT CORP. | ||
By: | /s/ Wayne Levine | |
Name: Title: |
Wayne Levine General Counsel and Chief Strategic Officer |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT]
MHR CAPITAL PARTNERS MASTER ACCOUNT LP MHR CAPITAL PARTNERS (100) LP | ||
By: | MHR Advisors LLC | |
Its: | General Partner | |
By: | /s/ Janet Yeung | |
Name: Title: |
Janet Yeung Authorized Person |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT]
MHR INSTITUTIONAL PARTNERS II LP MHR INSTITUTIONAL PARTNERS IIA LP | ||
By: | MHR Institutional Advisors II LLC | |
Its: | General Partner | |
By: | /s/ Janet Yeung | |
Name: Title: |
Janet Yeung Authorized Person |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT]
MHR INSTITUTIONAL PARTNERS III LP | ||
By: | MHR Institutional Advisors III LLC | |
Its: | General Partner | |
By: | /s/ Janet Yeung | |
Name: Title: |
Janet Yeung Authorized Person |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT]
MHR FUND MANAGEMENT LLC | ||
By: | /s/ Janet Yeung | |
Name: Title: |
Janet Yeung Authorized Person |
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT]