0001193125-11-272819.txt : 20111017 0001193125-11-272819.hdr.sgml : 20111017 20111017163533 ACCESSION NUMBER: 0001193125-11-272819 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20111017 DATE AS OF CHANGE: 20111017 GROUP MEMBERS: MARK H. RACHESKY, M.D. GROUP MEMBERS: MHR INSTITUTIONAL ADVISORS II LLC GROUP MEMBERS: MHR INSTITUTIONAL ADVISORS III LLC GROUP MEMBERS: MHR INSTITUTIONAL PARTNERS III LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIONS GATE ENTERTAINMENT CORP /CN/ CENTRAL INDEX KEY: 0000929351 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55587 FILM NUMBER: 111144049 BUSINESS ADDRESS: STREET 1: 2700 COLORADO AVENUE STREET 2: SUITE 200 CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 877-848-3866 MAIL ADDRESS: STREET 1: 1055 WEST HASTINGS STREET STREET 2: SUITE 2200 CITY: VANCOUVER STATE: A1 ZIP: V6E 2E9 FORMER COMPANY: FORMER CONFORMED NAME: BERINGER GOLD CORP DATE OF NAME CHANGE: 19970618 FORMER COMPANY: FORMER CONFORMED NAME: GUYANA GOLD CORP DATE OF NAME CHANGE: 19960212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 IRS NUMBER: 133902251 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 SC 13D/A 1 d237132dsc13da.htm AMENDMENT NO. 10 TO SCHEDULE 13D Amendment No. 10 to Schedule 13D
Table of Contents

 

 

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. 10)*

 

 

 

Lions Gate Entertainment Corp.

(Name of Issuer)

 

 

 

Common Shares, no par value

(Title of Class of Securities)

 

535919203

(CUSIP Number)

 

Doron Lipshitz, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

(212) 326-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 13, 2011

(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 11 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).

 

 

 


Table of Contents
CUSIP No. 535919203    13D    Page 2 of 11 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

MHR INSTITUTIONAL ADVISORS II LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  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

 

    8,278,176

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    8,278,176

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    8,278,176

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    6.0%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 


Table of Contents
CUSIP No. 535919203    13D    Page 3 of 11 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)  x

 

  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

 

    40,297,050

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    40,297,050

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    40,297,050

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    29.4%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN

 


Table of Contents
CUSIP No. 535919203    13D    Page 4 of 11 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)  x

 

  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

 

    40,297,050

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    40,297,050

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    40,297,050

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    29.4%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 


Table of Contents
CUSIP No. 535919203    13D    Page 5 of 11 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)  x

 

  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

 

    51,261,899

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    51,261,899

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    51,261,899

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    37.3%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 


Table of Contents
CUSIP No. 535919203    13D    Page 6 of 11 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)  x

 

  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

 

    51,294,696

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    51,294,696

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    51,294,696

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    37.4%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 


Table of Contents

Page 7 of 11 Pages

 

TABLE OF CONTENTS

 

Item 4. Purpose of Transaction.

     8   

Item 5. Interest in Securities of the Issuer.

     8   

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     10   

Item 7. Material to be Filed as Exhibits.

     10   

SIGNATURES

     11   


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Page 8 of 11 Pages

 

This statement on Schedule 13D (this “Statement”) amends and supplements, as Amendment No. 10, 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”) and on September 15, 2011 by Amendment No. 9 to the Original Schedule 13D (“Amendment No. 9” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the “Schedule 13D”), and relates to common shares, no par value per share (the “Common Shares”), of Lions Gate Entertainment Corp. (the “Issuer”). The securities reported herein were previously reported on Schedule 13G, filed on August 19, 2005, as amended on January 26, 2006, June 22, 2007, February 14, 2008, September 22, 2008 and March 9, 2009. Capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 9.

 

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

In connection with the proposed sale of Common Shares by certain selling securityholders pursuant to that certain registration statement on Form S-3 filed with the SEC on September 2, 2011, as amended (the “Secondary Offering”), on October 13, 2011: (1) Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Fund Management and Dr. Rachesky (collectively, the “MHR Group”) entered into that certain agreement (the “Waiver”), whereby the MHR Group agreed to waive rights to sell Common Shares in the Secondary Offering that the MHR Group holds pursuant to that certain registration rights agreement, dated as of October 22, 2009, between the MHR Group and the Issuer, and (2) Dr. Rachesky agreed with Piper Jaffray & Co., as representative of the underwriters for the Secondary Offering, pursuant to that certain letter agreement (the “Lock-Up Agreement”), that, subject to the terms of the Lock-Up Agreement and for a period starting on the date of the Lock-Up Agreement and continuing for 90 days (as may be extended under certain conditions) after the date that the final prospectus is delivered in connection with the Secondary Offering, Dr. Rachesky will not, with respect to the Common Shares beneficially owned by him, offer or sell such Common Shares, or exercise any right with respect to the registration of such Common Shares.

The foregoing discussions of the Waiver and Lock-Up Agreement are qualified in their entirety by reference to the full text of the Waiver and Lock-Up Agreement, respectively, which are attached as Exhibits 1 and 2 of Item 7 to this Statement and incorporated into this Item 4 by reference.

 

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

The percentages set forth below are based on information contained in the Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(3) under the Exchange Act on October 14, 2011, which disclosed that there were 137,296,981 Common Shares outstanding as of September 1, 2011.

(a) (i) Master Account may be deemed to be the beneficial owner of 2,370,023 Common Shares held for its own account (approximately 1.7% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(ii) Capital Partners (100) may be deemed to be the beneficial owner of 316,650 Common Shares held for its own account (approximately 0.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).


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Page 9 of 11 Pages

 

(iii) Advisors may be deemed to be the beneficial owner of 2,686,673 Common Shares (approximately 2.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 2,370,023 Common Shares held for the account of Master Account and (B) 316,650 Common Shares held for the account of Capital Partners (100).

(iv) Institutional Partners II may be deemed to be the beneficial owner of 2,352,223 Common Shares held for its own account (approximately 1.7% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(v) Institutional Partners IIA may be deemed to be the beneficial owner of 5,925,953 Common Shares held for its own account (approximately 4.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(vi) Institutional Advisors II may be deemed to be the beneficial owner of 8,278,176 Common Shares (approximately 6.0% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 2,352,223 Common Shares held for the account of Institutional Partners II and (B) 5,925,953 Common Shares held for the account of Institutional Partners IIA.

(vii) Institutional Partners III may be deemed to be the beneficial owner of 40,297,050 Common Shares held for its own account (approximately 29.4% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).

(viii) Institutional Advisors III may be deemed to be the beneficial owner of 40,297,050 Common Shares (approximately 29.4% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of 40,297,050 Common Shares held for the account of Institutional Partners III.

(ix) Fund Management may be deemed to be the beneficial owner of 51,261,899 Common Shares (approximately 37.3% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists 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.

(x) Dr. Rachesky may be deemed to be the beneficial owner of 51,294,696 Common Shares (approximately 37.4% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists 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 Advisors, Institutional Advisors II, Institutional Advisors III and Fund Management, (B) 4,166 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest on September 15, 2012 and (C) 28,631 shares held directly.

(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 2,370,023 Common Shares which may be deemed to be beneficially owned by Master Account as described above and (y) the sole power to direct the voting of 2,370,023 Common Shares which may be deemed to be beneficially owned by Master Account as described above.

(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 316,650 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above and (y) the sole power to direct the voting of 316,650 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above.

(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 2,686,673 Common Shares which may be deemed to be beneficially owned by Advisors as described above and (y) the sole power to direct the voting of 2,686,673 Common Shares which may be deemed to be beneficially owned by Advisors as described above.

(iv) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 2,352,223 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above and (y) the sole power to direct the voting of 2,352,223 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above.

(v) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 5,925,953 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above and (y) the sole power to direct the voting of 5,925,953 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above.

(vi) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 8,278,176 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above and (y) the sole power to direct the voting of 8,278,176 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above.


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Page 10 of 11 Pages

 

(vii) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above and (y) the sole power to direct the voting of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above.

(viii) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above and (y) the sole power to direct the voting of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above.

(ix) Fund Management may be deemed to have (x) the sole power to direct the disposition of 51,261,899 Common Shares which may be deemed to be beneficially owned by Fund Management as described above and (y) the sole power to direct the voting of 51,261,899 Common Shares which may be deemed to be beneficially owned by Fund Management as described above.

(x) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 51,294,696 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above and (y) the sole power to direct the voting of 51,294,696 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above.

(c) The following table describes transactions in the Common Shares that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a) of this Item 5:

 

Transaction Date

 

Persons Named in
Item 5(a)

 

Shares Acquired

 

Price Per Share

 

Description & Transaction

October 3, 2011

  Dr. Rachesky   6,120   $0   Director Share Grant

(d)(i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Master Account in accordance with their partnership interests in Master Account.

(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).

(iii) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II.

(iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA.

(v) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.

(e) Not Applicable.

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 above and Exhibits 1 and 2 of Item 7 to this Statement are incorporated into this Item 6 by reference.

 

Item 7. Material to be Filed as Exhibits.

 

1 Waiver, dated as of October 13, 2011, executed by Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Fund Management and Dr. Rachesky.

 

2 Lock-Up Agreement, dated as of October 13, 2011, by and between Dr. Rachesky and Piper Jaffray & Co.


Table of Contents

Page 11 of 11 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: October 17, 2011   MHR INSTITUTIONAL ADVISORS II LLC
  By:  

/s/ Hal Goldstein

    Name: Hal Goldstein
    Title: Vice President
  MHR INSTITUTIONAL PARTNERS III LP
  By:  

MHR Institutional Advisors III LLC,

its General Partner

  By:  

/s/ Hal Goldstein

    Name: Hal Goldstein
    Title: Vice President
  MHR INSTITUTIONAL ADVISORS III LLC
  By:  

/s/ Hal Goldstein

    Name: Hal Goldstein
    Title: Vice President
  MHR FUND MANAGEMENT LLC
  By:  

/s/ Hal Goldstein

    Name: Hal Goldstein
    Title: Managing Principal
  MARK H. RACHESKY, M.D.
  By:  

/s/ Hal Goldstein, Attorney in Fact

EX-1 2 d237132dex1.htm NOTICE AND WAIVER OF PIGGYBACK REGISTRATION RIGHTS Notice and Waiver of Piggyback Registration Rights

Exhibit 1

EXECUTION COPY

NOTICE AND WAIVER OF PIGGYBACK REGISTRATION RIGHTS

Effective as of August 1, 2011, the undersigned entities (collectively, “MHR Group”), being shareholders of Lions Gate Entertainment Corp, a corporation organized under the laws of the Province of British Columbia (the “Company”), agree as follows:

1. The Company has filed a Registration Statement on Form S-3, File No. 333-176656 (the “Registration Statement”) for the offer and sale of up to 22,080,985 common shares of the Company by the selling securityholders identified in the prospectus included in the Registration Statement (the “Secondary Offering”).

2. MHR Group and the Company are party to that certain registration rights agreement, dated as of October 22, 2009 (the “Registration Rights Agreement”). Capitalized terms used but not defined in this notice and waiver (the “Waiver”) shall have the meanings ascribed thereto in the Registration Rights Agreement.

3. MHR Group understands that pursuant to Section 3.1 of the Registration Rights Agreement, it is entitled to notice (the “Registration Notice”) of the Secondary Offering.

4. MHR Group understands that, pursuant to Section 3.1 of the Registration Rights Agreement, MHR Group has the right to request that the Company use its reasonable efforts to include in the Secondary Offering any Registrable Securities requested by MHR Group (the “Piggyback Registration Right”).

5. MHR Group hereby waives the right to the Registration Notice and waives the Piggyback Registration Right only with respect to the Secondary Offering.

6. Except as expressly set forth herein, the Registration Rights Agreement is unmodified and remains in full force and effect and the execution of this letter agreement by the MHR Group does not and shall not constitute a waiver of any other rights or remedies to which the MHR Group is entitled pursuant to the Registration Rights Agreement.

[Signature Page Follows]


EXECUTION COPY

IN WITNESS WHEREOF, each MHR Group member has executed this Waiver with the intent and agreement that the same shall be effective as of the date first written above.

 

MHR CAPITAL PARTNERS MASTER ACCOUNT LP
MHR CAPITAL PARTNERS (100) LP
By: MHR Advisors LLC
Its: General Partner
By:  

/s/ Hal Goldstein

  Name:   Hal Goldstein
  Title:   Vice President
  Date:   October 13, 2011
MHR INSTITUTIONAL PARTNERS II LP
MHR INSTITUTIONAL PARTNERS IIA LP
By: MHR Institutional Advisors II LLC
Its: General Partner
By:  

/s/ Hal Goldstein

  Name:   Hal Goldstein
  Title:   Vice President
  Date:   October 13, 2011
MHR INSTITUTIONAL PARTNERS III LP

By: MHR Institutional Advisors III LLC

Its: General Partner

By:  

/s/ Hal Goldstein

  Name:   Hal Goldstein
  Title:   Vice President
  Date:   October 13, 2011
MHR FUND MANAGEMENT LLC
By:  

/s/ Hal Goldstein

  Name:   Hal Goldstein
  Title:   Managing Principal
  Date:   October 13, 2011
MARK H. RACHESKY, M.D.
By:  

/s/ Hal Goldstein

  Hal Goldstein, Attorney in Fact
  Date: October 13, 2011
EX-2 3 d237132dex2.htm LOCK-UP AGREEMENT Lock-Up Agreement

Exhibit 2

October 13, 2011

Piper Jaffray & Co.

As representative of the underwriters named

in Schedule 1 to the Purchase Agreement

referred to below

c/o Piper Jaffray & Co.

800 Nicollet Mall, Suite 800

Minneapolis, MN 55402

Dear Sirs:

As an inducement to the underwriters (the “Underwriters”) to execute a purchase agreement (the “Purchase Agreement”) providing for a public offering (the “Offering”) of common shares, without par value (the “Common Shares”), of Lions Gate Entertainment Corp. and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of Piper Jaffray & Co. (“Piper Jaffray”) during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Shares (including without limitation, Common Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares; or (4) publicly disclose the intention to do any of the foregoing.

The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities during the Lock-Up Period (as such may have been extended pursuant to the provision hereof) even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities.

The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the final prospectus used to sell Common Shares in the Offering pursuant to the Purchase Agreement; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or announces material news or a material event relating to the Company or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on


the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such earnings results or the announcement of such material news or event, as applicable, unless Piper Jaffray waives, in writing, such extension.

The Company will agree in the Purchase Agreement to provide written notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired; provided that following such written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired, the undersigned shall not be required to give further notice to the Company prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement.

Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or any members of the immediate family of the undersigned, (iii) as a distribution by a trust to its beneficiaries, (iv) by will or intestacy, (v) if the undersigned or any of its controlled affiliates is a partnership, limited liability company or corporation or similar entity, then as a distribution to partners, members or shareholders or similar parties of the undersigned or of such controlled affiliate, (vi) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned, (vii) with the Underwriter’s prior written consent and (viii) as is necessary, as advised in writing by your counsel, to not be in violation of any applicable Canadian law (including, without limitation, any statute, regulation, rule, self-regulatory body or other applicable judicial or governmental order or legal process); provided, in each case, that (except with respect to any transfer pursuant to subclauses (vii) and (viii)), (x) such transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Underwriters to be bound by the terms of this Lock-Up Agreement, and (z) no filing by any person under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, no more remote than first cousin.

In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans; provided, however, that the terms hereof shall apply to any of the Undersigned’s Securities issued upon such exercise (except with respect to the transfer of Common Shares to the Company deemed to occur upon the cashless exercise of such options), or (ii) the establishment or modification of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided, however, that no sales of the Undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof) and such a Plan may only be established or modified if no public announcement of the establishment, existence or modification thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof).


In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Common Shares if such transfer would constitute a violation or breach of this Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that upon request, the undersigned will execute any additional documents necessary to ensure the validity or enforcement of this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

This Agreement shall immediately and automatically terminate and the undersigned shall be immediately and automatically released from all obligations under this Agreement if (i) the Company notifies the Underwriters that it does not intend to proceed with the Offering, (ii) the Purchase Agreement does not become effective, or if the Purchase Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, or (iii) the Offering is not completed by October 31, 2011.

The undersigned understands that the Underwriters are entering into the Purchase Agreement and proceeding with the Offering in reliance upon this Agreement.

Piper Jaffray acknowledges and agrees that the undersigned and certain of their affiliates may be subject to certain disclosure obligations with respect to the matters contained in this Agreement pursuant to Applicable Law (as defined in the Purchase Agreement) and that the undersigned and their affiliates may disclose the existence and contents of this Agreement in connection with any such Applicable Law.

Based on representations from the undersigned, Piper Jaffray (i) acknowledges that a portion of the Undersigned’s Securities are subject to existing margin agreements, entered into prior to the date of this Agreement (the “Margin Agreements”) with broker-dealers under which, a portion of the Undersigned’s Securities have been pledged to such broker-dealers as collateral for margin loans, and (ii) agrees that such Margin Agreements (including the pledges contained therein) do not violate the restrictions set forth in this Agreement. However, notwithstanding these Margin Agreements, the undersigned acknowledges and agrees that the Undersigned’s Securities (including, without limitation, any of the Undersigned’s Securities currently pledged as collateral pursuant to such Margin Agreements) are fully subject to this Agreement and may not be sold, pledged or further pledged, assigned, or otherwise transferred, either directly by the undersigned or by any lender, pledgee or assignee, during the Lock-Up Period in violation of this Agreement, except as may be permitted under the terms of such Margin Agreements with respect to the Undersigned’s Securities that have been pledged as of the date hereof.

For the avoidance of doubt, nothing in this Agreement shall prohibit, restrict or limit the undersigned, at any time, from acquiring, directly or indirectly, any Common Shares or any other securities of the Company or its subsidiaries, including securities convertible into, exchangeable for or that represent the right to receive Common Shares or any interest, beneficial or otherwise, in such Common Shares or securities.


All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if: (i) delivered by hand and either receipted for, rejected or refused, in any case, by the party to whom said notice or other communication shall have been directed, on the date of such receipt, rejection or refusal or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a) If the Underwriters:

 Piper Jaffray & Co.

 800 Nicollet Mall, Suite 800

 Minneapolis, MN 55402

(b) If to the Undersigned:

 MHR Fund Management LLC

 40 West 57th Street, 24th Floor

 New York, New York

 Attn: Mark H. Rachesky

 Attn: Hal Goldstein

 with a copy to:

 O’Melveny & Myers LLP

 Times Square Tower

 7 Times Square

 New York, New York 10036

 Attention: Doron Lipshitz

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


Very truly yours,

Dr. Mark H. Rachesky

Printed Name of Holder
By:  

/s/ Dr. Mark H. Rachesky

  Signature

Dr. Mark H. Rachesky

  Printed Name of Person Signing
(and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)

 

PIPER JAFFRAY & CO.
By:  

/s/ Christie L. Christina

  Name:  

Christie L. Christina

  Title:  

Managing Director