<SEC-DOCUMENT>0000928475-11-000205.txt : 20110830
<SEC-HEADER>0000928475-11-000205.hdr.sgml : 20110830
<ACCEPTANCE-DATETIME>20110830161609
ACCESSION NUMBER: 0000928475-11-000205
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20110830
DATE AS OF CHANGE: 20110830
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: 111066007
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: ICAHN CARL C
CENTRAL INDEX KEY: 0000921669
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES CORP.
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-702-4300
MAIL ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES CORP.
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER COMPANY:
FORMER CONFORMED NAME: ICAHN CARL C ET AL
DATE OF NAME CHANGE: 19950612
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>lgfsch13damd52083011.txt
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 52)*
Lions Gate Entertainment Corp.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
535919203
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 30, 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 Section 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 Rule 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 ("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).
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
4,689,661
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,689,661
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,689,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.42%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
0
8 SHARED VOTING POWER
4,689,661
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,689,661
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,689,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.42%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
0
8 SHARED VOTING POWER
4,689,661
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,689,661
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,689,661
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.42%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
7,752,820
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,752,820
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,752,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.65%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
2,663,222
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,663,222
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,663,222
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.94%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
1,158,615
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,158,615
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,158,615
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.84%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
0
8 SHARED VOTING POWER
11,574,657
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,574,657
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,574,657
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.43%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
7,183,987
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,183,987
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,183,987
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.23%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
0
8 SHARED VOTING POWER
7,183,987
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,183,987
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,183,987
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.23%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
0
8 SHARED VOTING POWER
18,758,644
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,758,644
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,758,644
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.67%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
0
8 SHARED VOTING POWER
18,758,644
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,758,644
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,758,644
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.67%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
0
8 SHARED VOTING POWER
18,758,644
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,758,644
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,758,644
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.67%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
0
8 SHARED VOTING POWER
18,758,644
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,758,644
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,758,644
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.67%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
0
8 SHARED VOTING POWER
18,758,644
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,758,644
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,758,644
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.67%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 535919203
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
0
8 SHARED VOTING POWER
23,448,305
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
23,448,305
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,448,305
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.08%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
October 20, 2008 (the "Initial 13D") by the Reporting Persons with respect to
the shares of Common Stock, no par value (the "Shares"), issued by Lions Gate
Entertainment Corp. (the "Issuer"), is hereby amended to furnish the additional
information set forth herein. All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Initial
13D.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended to add the following:
On August 30, 2011, the Reporting Persons entered into agreements with the
Issuer and with MHR Fund Management LLC ("MHR") pursuant to which, among other
things: (i) the Reporting Persons sold 11,040,493 Shares to the Issuer at $7.00
per share; (ii) the Reporting Persons sold 11,040,493 Shares to MHR at $7.00 per
share; (iii) over the next 35 business days, the Issuer will have the right to
designate one or more parties to purchase up to 22,080,985 additional Shares
from the Reporting Persons at $7.00 per share; and (iv) the parties agreed to
dismiss all outstanding litigation between them and release all claims that they
may potentially have against each other. The foregoing description of the
agreements does not purport to be complete and is qualified in its entirety by
reference to the agreements, copies of which are filed herewith as exhibits and
are incorporated into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Initial 13D is hereby amended and restated in its entirety
as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, approximately 23,448,305 Shares (including approximately 130,382
Shares that may be deemed to be beneficially owned as a result of the ownership
of $1,154,000 in aggregate principal amount of 2024 Notes and $429,000 in
aggregate principal amount of 2025 Notes), representing approximately 17.08% of
the Issuer's outstanding Shares (based upon the sum of (i) 137,136,937 Shares
stated to be outstanding as of August 1, 2011 by the Issuer in the Issuer's Form
10-Q filed with the Securities and Exchange Commission on August 9, 2011 for the
quarter ended June 30, 2011 and (ii) approximately 130,382 Shares that may be
deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) under the Exchange
Act). (1)
(1) See footnote 1 to Item 3 of Amendment No. 11 to Schedule 13D, filed by the
Reporting Persons with the SEC on June 5, 2009.
The first paragraph of Item 5(b) of the Initial 13D is hereby amended and
restated in its entirety as follows:
(b) High River may be deemed to have sole voting power and sole dispositive
power with regard to 4,689,661 Shares (including Shares that may be deemed to be
beneficially owned as a result of the ownership of Notes). Each of Hopper,
Barberry and Carl C. Icahn may be deemed to have shared voting power and shared
dispositive power with regard to such Shares. Icahn Master may be deemed to have
sole voting power and sole dispositive power with regard to 7,752,820 Shares
(including Shares that may be deemed to be beneficially owned as a result of the
ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed
to have shared voting power and shared dispositive power with regard to such
Shares. Icahn Master II may be deemed to have sole voting power and sole
dispositive power with regard to 2,663,222 Shares (including Shares that may be
deemed to be beneficially owned as a result of the ownership of Notes). Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power
and shared dispositive power with regard to such Shares. Icahn Master III may be
deemed to have sole voting power and sole dispositive power with regard to
1,158,615 Shares (including Shares that may be deemed to be beneficially owned
as a result of the ownership of Notes). Each of Icahn Offshore, Icahn Capital,
IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may
be deemed to have shared voting power and shared dispositive power with regard
to such Shares. Icahn Partners may be deemed to have sole voting power and sole
dispositive power with regard to 7,183,987 Shares (including Shares that may be
deemed to be beneficially owned as a result of the ownership of Notes). Each of
Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises
GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared
dispositive power with regard to such Shares.
Item 5(c) of the Initial 13D is hereby amended to add the following:
The following table sets forth all transactions with respect to Shares
effected by any of the Reporting Persons since their last filing on Schedule
13D. Except as otherwise noted below, all such transactions were purchases of
Shares effected in the open market, and the table includes commissions paid in
per share prices.
Name of Date of Number of Purchase Price
Reporting Transaction Shares Purchased per
Person or (Sold) Share
---------------- ----------- ---------- --------------
High River August 10, 2011 85,977 6.7411
High River August 11, 2011 6,764 6.7497
High River August 12, 2011 47,835 6.9000
High River August 16, 2011 2,539 7.0030
High River August 18, 2011 8,253 6.9864
High River August 30, 2011 (4,416,197) (2) 7.0000
Icahn Partners August 10, 2011 236,744 6.7411
Icahn Partners August 11, 2011 23,300 6.7497
Icahn Partners August 12, 2011 164,773 6.9000
Icahn Partners August 16, 2011 8,747 7.0030
Icahn Partners August 18, 2011 28,429 6.9864
Icahn Partners August 30, 2011 (6,309,600) (2) 7.0000
Icahn Master August 30, 2011 (7,619,435) (2) 7.0000
Icahn Master II August 30, 2011 (2,718,467) (2) 7.0000
Icahn Master III August 10, 2011 107,162 6.7411
Icahn Master III August 11, 2011 3,756 6.7497
Icahn Master III August 12, 2011 26,566 6.9000
Icahn Master III August 16, 2011 1,410 7.0030
Icahn Master III August 18, 2011 4,585 6.9864
Icahn Master III August 30, 2011 (1,017,287) (2) 7.0000
_________________________
(2) Private sale of Shares pursuant to the agreements described in Item 4
above.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Initial 13D is hereby amended by adding the following:
The disclosure set forth above in Item 4 is incorporated into this Item 6
by reference.
Item 7. Exhibits
1. Agreement dated as of August 30, 2011 among the Reporting Persons and
the Issuer.
2. Agreement dated as of August 30, 2011 among the Reporting Persons and
MHR.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: August 30, 2011
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward Mattner
--------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward Mattner
--------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward Mattner
--------------------
Name: Edward Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
IPH GP LLC
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>lgfsch13damd52083011ex1.txt
<TEXT>
EXECUTION COPY
AGREEMENT
Agreement dated as of August 30, 2011 (this "Agreement"), by and among Lions
Gate Entertainment Corp. and its subsidiaries ("Lions Gate"), 0918988 B.C. Ltd,
a wholly owned subsidiary of Lions Gate ("BC 1"), 0918989 B.C. Ltd, a wholly
owned subsidiary of Lions Gate ("BC 2" and together with BC 1, jointly and
severally, the "Acquiror"), and Carl C. Icahn, Brett Icahn and their affiliates
("Icahn"). The parties hereby agree as follows:
1. Simultaneously with the execution and delivery of this Agreement, the
Acquiror irrevocably purchases from Icahn and Icahn irrevocably sells to the
Acquiror 11,040,493 common shares, no par value per share ("Shares"), of Lions
Gate free and clear of all Encumbrances at $7.00 per Share in cash for aggregate
cash consideration of $77,283,451.00. Lions Gate, the Acquiror and Icahn shall
use best efforts to cause such transaction to settle as soon as possible, but in
no event shall such transaction settle later than September 2, 2011. Lions Gate
Entertainment Corp. shall take all necessary actions to cause the Acquiror to
perform its obligations under this pargraph 1 in accordance with the terms
hereof. Icahn shall deliver such Shares as directed by Lions Gate (via DTC book
entry transfer, by delivering stock certificates or through a combination of the
foregoing) immediately following confirmation of receipt of a wire transfer, to
an account designated by Icahn, of the purchase price set forth above. For the
avoidance of doubt, Lions Gate Entertainment Corp. shall not purchase any Shares
pursuant to this paragraph 1.
2. Lions Gate, or any direct or indirect subsidiary of Lions Gate designated by
Lions Gate, shall have the right, for 35 business days following the date of
this Agreement, to designate one or more parties including pursuant to a
registered offering (each a "Purchaser", provided that Lions Gate may not
designate itself or any of its direct or indirect subsidiaries) to purchase from
Icahn up to 22,080,985 Shares in the aggregate, free and clear of all
Encumbrances, at $7.00 per Share in cash. Any brokerage commissions will be paid
by Purchaser to a registered broker-dealer. As soon as possible following each
such designation by Lions Gate or its designee but in no event later than the
second business day following such designation, the applicable Purchaser shall
purchase from Icahn and Icahn shall sell to such Purchaser the relevant number
of Shares (not to exceed 22,080,985 Shares in the aggregate to all Purchasers
collectively) at $7.00 per Share in cash. Lions Gate will not, and will not
cause or assist any other Person, to obtain any payment or consideration in
connection with the sale of Shares pursuant to paragraph 2, other than the
payment of brokerage commissions to a registered broker-dealer.
3. The parties acknowledge and agree that the 1,236,938 Shares purchased by
Icahn in February 2010 shall not be sold pursuant to this Agreement and that
Icahn will not sell such Shares during the shorter of (the "Specified Period"):
(i) the 35 business day period referenced in paragraph 2; and (ii) such shorter
period, if any, ending on the date that all 22,080,985 Shares referenced in
paragraph 2 are sold. Lions Gate represents, warrants, covenants and agrees
that: (i) Icahn shall have no obligation or liability for any brokerage fees,
commissions, underwriting discounts or other similar fees or expenses relating
to the transactions contemplated by this Agreement incurred by any Person; and
(ii) all amounts payable to Icahn hereunder (including any amounts payable to
Icahn pursuant to one or more transactions contemplated by Section 2) shall be
delivered to Icahn without any deductions or withholdings by any Personfor
brokerage fees, commissions, underwriting discounts, taxes or otherwise.
4. The parties will cooperate to make all filings in all courts and tribunals of
Canada, the United States and New York State, and will take all other actions,
as are necessary to cause all currently pending litigation between or among the
parties to be dismissed with prejudice as soon as possible following the
settlement of the transactions contemplated by paragraph 1 above and paragraph 1
of that certain agreement dated as of the date hereof, between Icahn and Mark
Rachesky and his affiliated funds (the "Settlement Time"). Lions Gate
acknowledges and reasonably believes that the Claims and Expenses it is
releasing and the cases it is dismissing (including the matters set forth in the
last paragraph of Section 5 below) are no more valuable than those Icahn is
releasing and dismissing, and Icahn acknowledges and reasonably believes that
the Claims and Expenses it is releasing and the cases it is dismissing are no
more valuable than those Lions Gate is releasing and dismissing (including the
matters set forth in the last paragraph of Section 5 below).
<PAGE>
5. Effective as of the Settlement Time, each party shall, and hereby does,
release each of the other parties and each of their present and former officers,
directors, shareholders, partners (limited or general), members, managers,
investment advisors, investment managers, employees, agents, attorneys,
successors and assigns from any and all liability, actions, charges, causes of
action, demands, damages, or claims, of any kind or character, in any way
relating to Lions Gate, any securities of Lions Gate, any disclosures made by
Lions Gate or any of its affiliates, any actions, decisions, or deliberations of
Lions Gate or its officers or directors or any of its affiliates, any purchase
or sale of Lions Gate securities, any filing, statement, action, discussion or
activity relating to or concerning Lions Gate, or any matter relating to or
arising from or in connection with any investment in Lions Gate (any of the
foregoing, "Claims"), including but not limited to all Claims for relief,
remuneration, sums of money, accounts or expenses of any kind whatsoever,
whether known or unknown, accrued or unaccrued or contingent or absolute(the
foregoing,including, without limitation, attorneys' fees and costs, including
any award of costs made in any proceeding in favor of any party, referred to
herein as "Expenses"), which heretofore has been or which hereafter may be
suffered or sustained, directly or indirectly, by the releasing party by reason
of any matter, fact or cause whatsoever relating to Lions Gate, any securities
of Lions Gate, any disclosures made by Lions Gate or any of its affiliates, any
actions, decisions, or deliberations of Lions Gate or its officers or directors
or any of its affiliates, any purchase or sale of Lions Gate securities, any
filing, statement, action, discussion or activity relating to or concerning
Lions Gate, or any matter relating to or arising from or in connection with any
investment in Lions Gate,from the beginning of time to the date of this
Agreement (but, subject to paragraph 8 hereof, this paragraph 5 does not apply
to any Claims arising under this Agreement). The release contemplated by this
paragraph 5 is intended to be as broad as permitted by law and is intended to,
and does, extinguish all Claims and Expenses of any kind whatsoever, whether in
law or equity or otherwise, that are based on facts or conditions or actions
that have existed or occurred at any time from the beginning of time to the date
of this Agreement. It is the intention of the parties to extinguish all Claims
and Expenses and, consistent with such intention, the parties waive any and all
rights, to the extent permitted by law, under Section 1542 of the California
Civil Code, if applicable, or any other applicable similar state law, federal
law or principle of common law, which may have the effect of limiting the
releases set forth in Sections 1 and 2 above. Section 1542 of the California
Code provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR."
Lions Gate will use reasonable best efforts to secure from John Kornitzer,
Kornitzer Capital Management and their respective affiliates ("Kornitzer") and
each director of Lions Gate named in litigation referenced in paragraph 4 (each
a "Specified Director") a release in favor of Icahn in the same form as set
forth in the paragraph above and which includes a corresponding release of
Kornitzer or such Specified Director by Icahn. Lions Gate will, and hereby does,
indemnify (and will advance expenses on behalf of) Icahn for the amount of any
and all Claims or Expenses awarded to, or sought by, Kornitzer or any Specified
Director, or incurred by Icahn (whether before or after the date of this
Agreement) in any threatened, pending or completed claim, action, suit,
arbitration or other proceeding relating to Lions Gate. Lions Gate's indemnity
obligations with respect to Kornitzer or any Specified Director will cease with
respect to all Claims or Expenses following the date that Kornitzer or such
Specified Director provides such release to Icahn.
6. Effective as of the date hereof and ending on the last day of the Specified
Period, each party hereby agrees that it shall not, directly or indirectly,
make, or cause to be made, any statement or announcement that relates to and
constitutes an ad hominem attack on, or relates to and disparages, any of the
other parties or their directors, officers, employees or affiliates, on or
following the date of this Agreement with respect to any matter directly or
indirectly relating to Lions Gate: (A) in any document or report filed with or
furnished to the SEC or any other governmental agency, (B) in any press release
or other publicly available format, or (C) to any journalist or member of the
media (including without limitation, in a television, radio, newspaper or
magazine interview).
7. The parties will reasonably cooperate and consult with one another with
respect to regulatory and other filings in connection with this Agreement and
the transactions contemplated hereby. Each party shall execute such other
documents and take such other actions as are reasonably requested by another
party hereto to carry out the provisions hereof and the transactions
contemplated hereby. Each party acknowledges that the other parties are
obligated to disclose and file a copy of this Agreement pursuant to US and
Canadian securities laws and agrees that nothing in this Agreement shall
restrict the parties' ability to make such disclosures or filings.
<PAGE>
8. Each party has conducted its own investigation with respect to the Shares,
acknowledges that the other parties may be in possession of material, nonpublic
information regarding Lions Gate and agrees that no other party shall have any
obligation to disclose such information to such party.
9. Representations and Warranties of Icahn. Icahn hereby represents and warrants
to Lions Gate that:
(a) Neither Icahn nor, if applicable, any fund, account or other Person on
behalf of which it is selling, is Canadian. Icahn is not a nominee, agent,
trustee, executor, administrator or other legal representative for one or more
other Canadian Persons having a direct beneficial interest in the Shares. Icahn
did not acquire the Shares, including from an Affiliated fund or account of
Icahn, in order to sell such Shares to Lions Gate. "Canadian" shall mean any
Person who is a resident of or otherwise in Canada or is, to Icahn's knowledge,
shown on the books of Lions Gate as having an address in Canada. "Person" shall
mean any individual, corporation, company, association, partnership, limited
liability company, joint venture, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.
(b) Icahn has good, valid and marketable title to all of the Shares, free and
clear of any and all Encumbrances. Icahn has the sole right to dispose or direct
the disposition of the Shares. "Encumbrance" shall mean any security interest,
claim, pledge, lien, charge, voting agreement, proxy, mortgage, conditional sale
agreement, title retention agreement, option, adverse claim of ownership or use,
any restriction on ownership, use, voting or transfer, or any other encumbrance
of any kind, character or description whatsoever.
(c) Icahn is not as of the date hereof, and will not become, a party to any
agreement, arrangement or understanding with any Person which could result in
Lions Gate having any obligation or liability for any brokerage fees,
commissions, underwriting discounts or other similar fees or expenses relating
to the transactions contemplated by this Agreement.
10. Icahn will cause all Shares as to which Icahn has voting rights to be
present at the annual general meeting of shareholders to be held September 13,
2011, or any adjournment or postponement thereof (provided that Icahn shall have
no obligations under this Section 10 after October 1, 2011) and will abstain
from voting in the election of directors and may vote his shares or abstain from
voting in his discretion on any other matter before such meeting. For the
avoidance of doubt, Icahn agrees not to propose any business to such meeting.
11. Each party agrees that, in the event that any of them were to violate any
provision of this Agreement or fail to perform any obligation under this
Agreement in accordance with its specific terms, the other parties would suffer
irreparable injury, for which there may be no adequate remedy at law.
Consequently, each party agrees that, in the event of a breach or threatened
breach of this Agreement by any party, the other parties shall be entitled, in
addition to any other remedies to which they may be entitled at law, to
equitable relief, including an injunction, to prevent any breaches and to
enforce specifically this Agreement's terms and provisions. Each party also
agrees that any such equitable relief may be sought without the obligation of
posting any bond or surety. This Agreement shall be governed by the laws of the
State of New York and applicable federal United States laws. Each party agrees
to submit to personal and exclusive jurisdiction of the courts located in New
York County, New York.
<PAGE>
LIONS GATE ENTERTAINMENT CORP.
By: ________________________________ __________________________________
Name: CARL C. ICAHN, individually and on
Title: behalf of his affiliated funds
__________________________________
BRETT ICAHN, individually and on
behalf of his affiliated funds
0918988 B.C. Ltd
By: _____________________________
Name:
Title:
0918989 B.C. Ltd
By: _____________________________
Name:
Title:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>lgfsch13damd52083011ex2.txt
<TEXT>
EXECUTION COPY
AGREEMENT
Agreement dated as of August 30, 2011 (this "Agreement"), by and among Carl C.
Icahn, Brett Icahn and their affiliated funds ("Icahn") and Mark H. Rachesky and
his affiliated funds ("Rachesky"). The parties hereby agree as follows:
1. Simultaneously with the execution and delivery of this Agreement, Rachesky
irrevocably purchases from Icahn and Icahn irrevocably sells to Rachesky
11,040,493 common shares, no par value per share ( "Shares") of Lions Gate
Entertainment Corp. ("Lions Gate"), free and clear of all Encumbrances at $7.00
per Share in cash for aggregate cash consideration of $77,283,451.00. Rachesky
and Icahn shall use best efforts to cause such transaction to settle as soon as
possible, but in no event shall such transaction settle later than September 2,
2011. Icahn shall deliver such Shares to or as directed by Rachesky (via DTC
book entry transfer, by delivering stock certificates or through a combination
of the foregoing) immediately following confirmation of receipt of a wire
transfer, to an account designated by Icahn, of the purchase price set forth
above.
2. The parties acknowledge and agree that the 1,236,938 Shares purchased by
Icahn in February 2010 shall not be sold pursuant to this Agreement. Rachesky
represents, warrants, covenants and agrees that: (i) Icahn shall have no
obligation or liability for any brokerage fees, commissions, underwriting
discounts or other similar fees or expenses relating to the transactions
contemplated by this Agreement incurred by any Person ; and (ii) all amounts
payable to Icahn hereunder shall be delivered to Icahn without any deductions or
withholdings by any Person for brokerage fees, commissions, underwriting
discounts, taxes or otherwise.
3. The parties will cooperate to make all filings in all courts and tribunals of
Canada, the United States and New York State, and will take all other actions,
as are necessary to cause all currently pending litigation between or among the
parties to be dismissed with prejudice as soon as possible following the
settlement of the transactions contemplated by paragraph 1 above and paragraph 1
of that certain agreement dated as of the date hereof, among Icahn, Lions Gate
and two of Lions Gate's wholly owned subsidiaries (the "Settlement Time").
4. Effective as of the Settlement Time, each party shall, and hereby does,
release each of the other parties and each of their present and former officers,
directors, shareholders, partners (limited or general), members, managers,
investment advisors, investment managers and their employees, employees, agents,
attorneys, successors and assigns from any and all liability, actions, charges,
causes of action, demands, damages, or claims, of any kind or character, in any
way relating to Lions Gate, any securities of Lions Gate, any disclosures made
by Lions Gate, Rachesky or any of their respective affiliates, any actions,
decisions, or deliberations of Lions Gate or its officers or directors or any of
its affiliates, any purchase or sale of Lions Gate securities, any filing,
statement, action, discussion or activity relating to or concerning Lions Gate,
or any matter relating to or arising from or in connection with any investment
in Lions Gate (any of the foregoing, "Claims"), including but not limited to all
Claims for relief, remuneration, sums of money, accounts or expenses of any kind
whatsoever, whether known or unknown, accrued or unaccrued or contingent or
absolute (the foregoing, including, without limitation, attorneys' fees and
costs, including any award of costs made in any proceeding in favor of any
party, referred to herein as "Expenses"), which heretofore has been or which
hereafter may be suffered or sustained, directly or indirectly, by the releasing
party by reason of any matter, fact or cause whatsoever relating to Lions Gate,
any securities of Lions Gate, any disclosures made by Lions Gate, Rachesky or
any of their respective affiliates, any actions, decisions, or deliberations of
Lions Gate or its officers or directors or any of its affiliates, any purchase
or sale of Lions Gate securities, any filing, statement, action, discussion or
activity relating to or concerning Lions Gate, or any matter relating to or
arising from or in connection with any investment in Lions Gate, from the
beginning of time to the date of this Agreement (but, subject to paragraph 7
hereof, this paragraph 4 does not apply to any Claims arising under this
Agreement). The release contemplated by this paragraph 4 is intended to be as
broad as permitted by law and is intended to, and does, extinguish all Claims
and Expenses of any kind whatsoever, whether in law or equity or otherwise, that
are based on facts or conditions or actions that have existed or occurred at any
time from the beginning of time to the date of this Agreement. It is the
intention of the parties to extinguish all Claims and Expenses and, consistent
with such intention, the parties waive any and all rights, to the extent
permitted by law, under Section 1542 of the California Civil Code, if
applicable, or any other applicable similar state law, federal law or principle
of common law, which may have the effect of limiting the releases set forth in
Sections 1 and 2 above. Section 1542 of the California Code provides: "A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR."
<PAGE>
5. Effective as of the date hereof and ending on the last day of the Specified
Period (as such term is defined in that certain agreement dated as of the date
hereof among Icahn, Lions Gate and two of Lions Gate's wholly owned
subsidiaries), each party hereby agrees that it shall not, directly or
indirectly, make, or cause to be made, any statement or announcement that
relates to and constitutes an ad hominem attack on, or relates to and
disparages, any of the other parties or their directors, officers, employees or
affiliates, on or following the date of this Agreement with respect to any
matter directly or indirectly relating to Lions Gate: (A) in any document or
report filed with or furnished to the SEC or any other governmental agency, (B)
in any press release or other publicly available format, or (C) to any
journalist or member of the media (including without limitation, in a
television, radio, newspaper or magazine interview).
6. The parties will reasonably cooperate and consult with one another with
respect to regulatory and other filings in connection with this Agreement and
the transactions contemplated hereby. Each party shall execute such other
documents and take such other actions as are reasonably requested by another
party hereto to carry out the provisions hereof and the transactions
contemplated hereby. Each party acknowledges that the other parties are
obligated to disclose and file a copy of this Agreement pursuant to US and
Canadian securities laws and agrees that nothing in this Agreement shall
restrict the parties' ability to make such disclosures or filings. Rachesky
acknowledges and reasonably believes that the Claims and Expenses it is
releasing and the cases it is dismissing are no more valuable than those Icahn
is releasing and dismissing, and Icahn acknowledges and reasonably believes that
the Claims and Expenses it is releasing and the cases it is dismissing are no
more valuable than those Rachesky is releasing and dismissing.
7. Each party has conducted its own investigation with respect to the Shares,
acknowledges that the other parties may be in possession of material, nonpublic
information regarding Lions Gate and agrees that no other party shall have any
obligation to disclose such information to such party.
8. Representations and Warranties. The parties hereby represent and warrant as
follows:
(a) Neither Icahn nor, if applicable, any fund, account or other Person on
behalf of which it is selling, is Canadian. Icahn is not a nominee, agent,
trustee, executor, administrator or other legal representative for one or more
other Canadian Persons having a direct beneficial interest in the Shares.
Icahn did not acquire the Shares, including from an Affiliated fund or account
of Icahn, in order to sell such Shares to Rachesky. "Canadian" shall mean any
Person who is a resident of or otherwise in Canada or is, to Icahn's knowledge,
shown on the books of Lions Gate as having an address in Canada. "Person" shall
mean any individual, corporation, company, association, partnership, limited
liability company, joint venture, trust or unincorporated organization, or a
government or any agency or political subdivision thereof.
(b) Neither Rachesky nor, if applicable, any fund, account or other Person on
behalf of which it is purchasing, is Canadian. Rachesky is not a nominee, agent,
trustee, executor, administrator or other legal representative for one or more
other Canadian Persons seeking to acquire a beneficial interest in the Shares.
Rachesky is not acquiring the Shares in order to sell such Shares to another
Person. "Canadian" shall mean any Person who is a resident of or otherwise in
Canada or is, to Rachesky's knowledge, shown on the books of Lions Gate as
having an address in Canada. "Person" shall mean any individual, corporation,
company, association, partnership, limited liability company, joint venture,
trust or unincorporated organization, or a government or any agency or political
subdivision thereof.
(c) Icahn has good, valid and marketable title to all of the Shares, free and
clear of any and all Encumbrances. Icahn has the sole right to dispose or direct
the disposition of the Shares. "Encumbrance" shall mean any security interest,
claim, pledge, lien, charge, voting agreement, proxy, mortgage, conditional sale
agreement, title retention agreement, option, adverse claim of ownership or use,
any restriction on ownership, use, voting or transfer, or any other encumbrance
of any kind, character or description whatsoever.
(d) Icahn is not as of the date hereof, and will not become, a party to any
agreement, arrangement or understanding with any Person which could result in
Rachesky having any obligation or liability for any brokerage fees, commissions,
underwriting discounts or other similar fees or expenses relating to the
transactions contemplated by this Agreement.
9. Icahn will cause all common shares of Lions Gate as to which Icahn has voting
rights to be present at the annual general meeting of shareholders to be held
September 13, 2011, or any adjournment or postponement thereof (provided that
Icahn shall have no obligations under this Section 9 after October 1, 2011) and
will abstain from voting in the election of directors and may vote his shares or
abstain from voting in his discretion on any other matter before such meeting.
For the avoidance of doubt, Icahn agrees not to propose any business to such
meeting.
10. Each party agrees that, in the event that any of them were to violate any
provision of this Agreement or fail to perform any obligation under this
Agreement in accordance with its specific terms, the other parties would suffer
irreparable injury, for which there may be no adequate remedy at law.
Consequently, each party agrees that, in the event of a breach or threatened
breach of this Agreement by any party, the other parties shall be entitled, in
addition to any other remedies to which they may be entitled at law, to
equitable relief, including an injunction, to prevent any breaches and to
enforce specifically this Agreement's terms and provisions. Each party also
agrees that any such equitable relief may be sought without the obligation of
posting any bond or surety. This Agreement shall be governed by the laws of the
State of New York and applicable federal United States laws. Each party agrees
to submit to personal and exclusive jurisdiction of the courts located in New
York County, New York.
<PAGE>
__________________________________
CARL C. ICAHN, individually and on
behalf of his affiliated funds
__________________________________
BRETT ICAHN, individually and on
behalf of his affiliated funds
<PAGE>
__________________________________
MARK H. RACHESKY, individually and
on behalf of his affiliated funds
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>