Corporate Debt

The total carrying values of corporate debt of the Company, excluding film obligations and production loans, were as follows as of March 31, 2015 and March 31, 2014:



	March 31, 2015		March 31, 2014
	(Amounts in thousands)
Senior revolving credit facility	$	—	$	97,619
5.25% Senior Notes	225,000		225,000
Term Loan Due 2022	375,000		—
Term Loan Due 2020, net of unamortized discount of $2,247 at March 31, 2014	—		222,753
Convertible senior subordinated notes, net of unamortized discount of $3,891 (March 31, 2014 - $10,397)	114,126		131,788
	$	714,126	$	677,160

The following table sets forth future annual contractual principal payment commitments of corporate debt as of March 31, 2015:



	Conversion Price Per Share at March 31, 2015	Maturity Date or Next Holder Redemption Date⁽¹⁾	Year Ended March 31,
Debt Type	Conversion Price Per Share at March 31, 2015	Maturity Date or Next Holder Redemption Date⁽¹⁾	2016		2017		2018		2019		2020		Thereafter		Total
			(Amounts in thousands)
Senior revolving credit facility	N/A	September 2017	$	—	$	—	$	—	$	—	$	—	$	—	$	—
5.25% Senior Notes	N/A	August 2018	—		—		—		225,000		—		—		225,000
Term Loan Due 2022⁽²⁾	N/A	March 2022	—		—		—		—		—		375,000		375,000
Principal amounts of convertible senior subordinated notes:
April 2009 3.625% Notes	$8.15	March 2025	16,167		—		—		—		—		—		16,167
January 2012 4.00% Notes	$10.38	January 2017	—		41,850		—		—		—		—		41,850
April 2013 1.25% Notes	$29.65	April 2018	—		—		—		60,000		—		—		60,000
			$	16,167	$	41,850	$	—	$	285,000	$	—	$	375,000	718,017
Less aggregate unamortized discount															(3,891		)
															$	714,126

____________________


(1)	The future repayment dates of the convertible senior subordinated notes represent the next redemption date by holders for each series of notes respectively, as described below.


(2)	In May 2015, Lions Gate Entertainment Corp. amended the Credit Agreement governing its Term Loan Due 2022, and pursuant to the amended Credit Agreement, borrowed an additional term loan in an aggregate amount of $25.0 million.

Senior Revolving Credit Facility

Availability of Funds. The senior revolving credit facility provides for borrowings and letters of credit up to an aggregate of $800 million, and at March 31, 2015, there was $800.0 million available (March 31, 2014 — $702.3 million). The availability of funds is limited by a borrowing base and also reduced by outstanding letters of credit which amounted to nil at March 31, 2015 (March 31, 2014 — $0.1 million).

Maturity Date. September 27, 2017.

Interest. Interest is payable at an alternative base rate, as defined, plus 1.5%, or LIBOR plus 2.5% as designated by the Company. As of March 31, 2015, borrowings under the senior revolving credit facility bore interest of 2.5% over the LIBOR rate (effective interest rate of 2.68% and 2.65% on borrowings outstanding as of March 31, 2015 and March 31, 2014, respectively).

Commitment Fee. The Company is required to pay a quarterly commitment fee of 0.375% to 0.5% per annum, depending on the average balance of borrowings outstanding during the period, on the total senior revolving credit facility of $800 million less the amount drawn.

Security. Obligations are secured by collateral (as defined in the credit agreement) granted by the Company and certain subsidiaries of the Company, as well as a pledge of equity interests in certain of the Company's subsidiaries.

Covenants. The senior revolving credit facility contains a number of covenants that, among other things, require the Company to satisfy certain financial covenants and restrict the ability of the Company to incur additional debt, pay dividends, make certain investments and acquisitions, repurchase its stock, prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate. As of March 31, 2015, the Company was in compliance with all applicable covenants.

Change in Control. The Company may also be subject to an event of default upon a change in control (as defined in the credit agreement) which, among other things, includes a person or group acquiring ownership or control in excess of 50% of the Company’s common shares.

5.25% Senior Notes

Issuance Date. On July 19, 2013, Lions Gate Entertainment Corp. issued $225.0 million aggregate principal amount of 5.25% Senior Secured Second-Priority Notes (the "5.25% Senior Notes").

Interest. Interest is payable semi-annually on February 1 and August 1 of each year at a rate of 5.25% per year, and commenced on February 1, 2014.

Maturity Date. August 1, 2018.

Optional Redemption. Redeemable by the Company, in whole or in part, at a price equal to 100% of the principal amount, plus the Applicable Premium, as defined in the indenture governing the 5.25% Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. The Applicable Premium amounts to the greater of (i) 1.0% of the principal amount redeemed and (ii) the excess of the present value of the principal amount of the notes redeemed plus interest through the maturity date over the principal amount of the notes redeemed on the redemption date.

Guarantees. The 5.25% Senior Notes are guaranteed by all of the restricted subsidiaries of the Company that guarantee any material indebtedness of the Company or any other guarantor, subject, in the case of certain special purpose producers, to receipt of certain consents.

Security Interest and Ranking. The 5.25% Senior Notes and the guarantees are secured by second-priority liens on substantially all of the Company’s and the guarantors’ tangible and intangible personal property, subject to certain exceptions and permitted liens. The 5.25% Senior Notes rank equally in right of payment with all of the Company’s existing and future debt that is not subordinated in right of payment to the 5.25% Senior Notes, including the Company’s existing convertible senior subordinated notes. The 5.25% Senior Notes are structurally subordinated to all existing and future liabilities (including trade payables) of the subsidiaries that do not guarantee the 5.25% Senior Notes.

Change of Control. The occurrence of a change of control will be a triggering event requiring the Company to offer to purchase from holders some or all of the 5.25% Senior Notes, at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. In addition, certain asset dispositions will be triggering events that may require the Company to use the excess proceeds from such dispositions to make an offer to purchase the 5.25% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest, if any to the date of purchase.

Covenants. The 5.25% Senior Notes contain certain restrictions and covenants that, subject to certain exceptions, limit the Company’s ability to incur additional indebtedness, pay dividends or repurchase the Company’s common shares, make certain loans or investments, and sell or otherwise dispose of certain assets subject to certain conditions, among other limitations. As of March 31, 2015, the Company was in compliance with all applicable covenants.

Issuance of Term Loan Due 2022 and Redemption of Term Loan Due 2020

Issuance and Redemption. On March 17, 2015, Lions Gate Entertainment Corp. entered into a second lien credit and guarantee agreement (the "Credit Agreement"), and pursuant to the Credit Agreement, borrowed a term loan in an aggregate amount of $375 million (the "Term Loan Due 2022"). Contemporaneously with the issuance of the Term Loan Due 2022 (which carries a fixed interest rate of 5.00%), the Company used a portion of the proceeds to redeem its $225.0 million principal amount term loan (the "Term Loan Due 2020") (which carried a variable interest rate of LIBOR, subject to a 1.00% floor, plus 4.00%). The Term Loan Due 2020 was originally issued in connection with the redemption of the 10.25% Senior Notes (discussed below). In conjunction with the early redemption of the Term Loan Due 2020, the Company paid a call premium pursuant to the terms of the agreement governing the Term Loan Due 2020 of $4.5 million.

Under the accounting guidance, a portion of the issuance and redemption was considered a modification of terms with creditors who participated in both the new Term Loan Due 2022 and the redeemed Term Loan Due 2020, and a portion was considered a debt extinguishment. To the extent a portion of the issuance and redemption was considered a modification, the call premium plus the remaining unamortized deferred financing costs and debt discount on the Term Loan Due 2020 will be amortized over the life of the new Term Loan Due 2022, and to the extent a portion of the issuance and redemption was considered an extinguishment, these costs were expensed as a loss on extinguishment of debt. The new issuance costs related to the Term Loan Due 2022 were capitalized and will be amortized over the life of the Term Loan Due 2022 to the extent the issuance and redemption was considered an extinguishment, and expensed as a loss on extinguishment of debt to the extent considered to be a modification of terms.

The table below sets forth the applicable costs associated with the issuance of the Term Loan Due 2022 and contemporaneous redemption of the Term Loan Due 2020 during the year ended March 31, 2015, and the applicable accounting for such:



	Total			Amortize Over Life of Term Loan Due 2022		Loss on Extinguishment of Debt
	(Amounts in thousands)
Early redemption/ call premium on Term Loan Due 2020	$	4,500		$	2,834	$	1,666
Previously incurred unamortized discount and deferred financing costs of Term Loan Due 2020	14,420			8,803		5,617
	18,920		⁽¹⁾	11,637		7,283
Third party costs incurred to issue the Term Loan Due 2022	4,931		⁽²⁾	1,826		3,105
Total	$	23,851		$	13,463	$	10,388

(1)Of the $18.9 million of costs associated with the redeemed Term Loan Due 2020, approximately $11.6 million, representing the amount related to the portion of the debt redemption deemed to be a modification of terms as discussed above, was accounted for as deferred costs, with the remaining amount of $7.3 million expensed as a loss on extinguishment of debt.

(2)Third party costs incurred on the new Term Loan Due 2022 were similarly allocated, with approximately $3.1 million deemed to be related to the modification, and therefore expensed, with the remaining amount of $1.8 million capitalized as deferred financing costs of the new issuance.

Interest. Interest on the Term Loan Due 2022 is payable on the last business day of each April, July, October and January at a rate of 5.00% per year.

Maturity Date. The Term Loan Due 2022 matures on March 17, 2022.

Optional Prepayment. The Company may voluntarily prepay the Term Loan Due 2022 at any time, provided that if prepaid (i) prior to March 17, 2016, the Company shall pay to the lenders the present value of all interest payable on the principal amount repaid through March 17, 2016, using a discount rate equal to the one-year treasury rate plus 0.50%; (ii) on or before March 17, 2017, the Company shall pay to lenders a prepayment premium of 2.0% on the principal amount prepaid; (iii) after March 17, 2017 and on or before March 17, 2018, the Company shall pay to lenders a prepayment premium of 1.0% on the principal amount prepaid; and (iv) on or after March 17, 2018, no prepayment premium shall be payable.

Guarantees. Substantially similar to the 5.25% Senior Notes discussed above.

Security Interest and Ranking. Substantially similar to the 5.25% Senior Notes discussed above.

Change of Control. Substantially similar to the 5.25% Senior Notes discussed above.

Covenants. Substantially similar to the 5.25% Senior Notes discussed above. As of March 31, 2015, the Company was in compliance with all applicable covenants.

10.25% Senior Notes

Repurchases. In June 2013, Lions Gate Entertainment, Inc. ("LGEI"), the Company's wholly-owned subsidiary, paid $4.3 million to repurchase $4.0 million of aggregate principal amount (carrying value - $4.0 million) of the 10.25% Senior Notes. The Company recorded a loss on extinguishment during the year ended March 31, 2014 of $0.5 million, which included $0.2 million of deferred financing costs written off.

Redemptions. In July 2013 contemporaneous with the issuance of the 5.25% Senior Notes and the Term Loan Due 2020 (collectively, the "July 2013 Issuances"), the Company called for early redemption the $432.0 million remaining outstanding principal amount of the 10.25% Senior Notes. The 10.25% Senior Notes were due November 1, 2016, but were redeemable by the Company at any time prior to November 1, 2013 at a redemption price of 100% of the principal amount plus the Applicable Premium, as defined in the indenture. The proceeds from the issuance of the July 2013 Issuances, whose principal amount collectively totaled $450.0 million, together with cash on hand and borrowings under the Company's senior revolving credit facility, were used to fund the discharge of the 10.25% Senior Notes. In conjunction with the early redemption of the 10.25% Senior Notes, the Company paid $34.3 million, representing the present value of interest through the first call date of November 1, 2013 and related call premium pursuant to the terms of the indenture governing the 10.25% Senior Notes.

Under the accounting guidance, a portion of the issuances and redemption was considered a modification of terms with creditors who participated in both the July 2013 Issuances and the 10.25% Senior Notes redeemed, and a portion was considered a debt extinguishment. To the extent a portion of the issuances and redemption was considered a modification, the call premium plus the remaining unamortized deferred financing costs and debt discount on the 10.25% Senior Notes will be amortized over the life of the July 2013 Issuances, and to the extent a portion of the issuances and redemption were considered an extinguishment, these costs were expensed as a loss on extinguishment of debt. The new issuance costs related to the July 2013 Issuances were capitalized and will be amortized over the life of the July 2013 Issuances to the extent the issuances and redemption were considered an extinguishment, and expensed as a loss on extinguishment of debt to the extent considered to be a modification of terms.

The table below sets forth the applicable costs associated with the redemption of the 10.25% Senior Notes and contemporaneous issuance of the July 2013 Issuances during the year ended March 31, 2014, and the applicable accounting for such:



	Total			Amortize Over Life of July 2013 Issuances		Loss on Extinguishment of Debt
	(Amounts in thousands)
Early redemption/ call premium on 10.25% Senior Notes	$	34,304		$	13,218	$	21,086
Previously incurred unamortized net discount/premium and deferred financing costs of 10.25% Senior Notes	19,825			7,639		12,186
	54,129		⁽¹⁾	20,857		33,272
Third party costs incurred to issue the July 2013 Issuances	6,748		⁽²⁾	4,148		2,600
Total	$	60,877		$	25,005	$	35,872

(1)Of the $54.1 million of costs associated with the redeemed 10.25% Senior Notes, approximately $20.9 million, representing the amount related to the portion of the debt redemption deemed to be a modification of terms as discussed above, was accounted for as deferred costs, with the remaining amount of $33.3 million expensed as a loss on extinguishment of debt.

(2)Third party costs incurred to issue the July 2013 Issuances were similarly allocated, with approximately $2.6 million deemed to be related to the modification, and therefore expensed, with the remaining amount of $4.1 million capitalized as deferred financing costs of the new issuances.

Summit Term Loan

In connection with the acquisition of Summit Entertainment on January 13, 2012, the Company entered into a new $500.0 million principal amount term loan agreement (the "Summit Term Loan") and received net proceeds of $476.2 million, after original issue discount and offering fees and expenses. The net proceeds were used in connection with the acquisition of Summit Entertainment to pay off Summit's existing term loan. During the year ended March 31, 2013, the Company made accelerated payments on the Summit Term Loan and paid off all amounts outstanding under the Summit Term Loan, as well as accrued but unpaid interest. As a result of the accelerated pay-off, the Company wrote off a proportionate amount of the related unamortized deferred financing costs and debt discount in the aggregate of $22.7 million as a loss on early extinguishment of debt in the year ended March 31, 2013.

Convertible Senior Subordinated Notes

Outstanding Amount and Terms. The following table sets forth the convertible senior subordinated notes outstanding and certain key terms of these notes at March 31, 2015 and March 31, 2014:



Convertible Senior Subordinated Notes	Maturity Date or Next Holder Redemption Date	Conversion Price Per Share at March 31, 2015	March 31, 2015							March 31, 2014
Convertible Senior Subordinated Notes	Maturity Date or Next Holder Redemption Date	Conversion Price Per Share at March 31, 2015	Principal		Unamortized Discount			Net Carrying Amount		Principal		Unamortized Discount			Net Carrying Amount
			(Amounts in thousands)
October 2004 2.9375% Notes	N/A	N/A	$	—	$	—		$	—	$	115	$	—		$	115
April 2009 3.625% Notes	March 15, 2025	$8.15	16,167		—			16,167		40,220		(4,605		)	35,615
January 2012 4.00% Notes	January 11, 2017	$10.38	41,850		(3,891		)	37,959		41,850		(5,792		)	36,058
April 2013 1.25% Notes	April 15, 2018	$29.65	60,000		—			60,000		60,000		—			60,000
			$	118,017	$	(3,891	)	$	114,126	$	142,185	$	(10,397	)	$	131,788

April 2009 3.625% Notes: In April 2009, LGEI issued approximately $66.6 million of April 2009 3.625% Notes, of which $16.2 million was allocated to the equity component. Interest is payable semi-annually on March 15 and September 15 of each year. The notes were redeemable by the Company on or after March 15, 2015, at a price equal to 100% of the principal amount to be redeemed, plus unpaid interest through the date of redemption. On March 17, 2015, the April 2009 3.625% Notes were called for redemption and in April 2015, the holders of the notes converted substantially all of the outstanding principal amounts into common shares (see Note 21).

January 2012 4.00% Notes: In January 2012, LGEI issued approximately $45.0 million of January 2012 4.00% Notes, of which $10.1 million was allocated to the equity component. Interest is payable semi-annually on January 15 and July 15 of each year.

April 2013 1.25% Notes: In April 2013, LGEI issued approximately $60.0 million in aggregate principal amount of April 2013 1.25% Notes. Interest is payable semi-annually on April 15 and October 15 of each year.

Conversion Features: The convertible senior subordinated notes are convertible, at any time, into the number of common shares of the Company determined by the principal amount being converted divided by the conversion price, subject to adjustment in certain circumstances.

The April 2009 3.625% Notes and the January 2012 4.00% Notes provide that upon conversion, the Company has the option to deliver, in lieu of common shares, cash or a combination of cash and common shares of the Company. Accounting guidance require that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are recorded by separately accounting for the liability and equity component (i.e., conversion feature), thereby reducing the principal amount with a debt discount that is amortized as interest expense over the expected life of the note using the effective interest method. The effective interest rate on the liability component of these notes is as follows: April 2009 3.625% Notes - 17.26%; January 2012 4.00% Notes - 9.56%.

The April 2013 1.25% Notes are convertible only into the Company's common shares and do not carry an option to be settled in cash upon conversion, and accordingly, have been recorded at their principal amount (not reduced by a debt discount for the equity component).

Conversions. The following conversions were completed with respect to the Company's convertible senior subordinated notes, which resulted in a loss on extinguishment of debt in the years ended March 31, 2015, 2014 and 2013 of $1.3 million, $3.3 million, and $0.4 million, respectively:



	Year Ended March 31,
	2015		2014		2013
	(Amounts in thousands, except share amounts)
April 2009 3.625% Notes
Principal amount converted	$	24,053	$	24,289	$	2,072
Common shares issued upon conversion	2,937,096		2,943,634		251,634
Weighted average conversion price per share	$	8.19	$	8.25	$	8.25
October 2004 2.9375% Notes
Principal amount converted	$	99	$	233	$	—
Common shares issued upon conversion	8,634		20,259		—
Weighted average conversion price per share	$	11.46	11.50		$	—
January 2012 4.00% Notes
Principal amount converted	$	—	$	3,150	$	—
Common shares issued upon conversion	—		299,999		—
Weighted average conversion price per share	$	—	$	10.50	$	—
February 2005 3.625% Notes
Principal amount converted	$	—	$	—	$	15,825
Common shares issued upon conversion	—		—		1,107,950
Weighted average conversion price per share	$	—	$	—	$	14.28
Total
Principal amount converted	$	24,152	$	27,672	17,897
Common shares issued upon conversion	2,945,730		3,263,892		1,359,584
Weighted average conversion price per share	$	8.20	$	8.48	$	13.16

Interest Expense. Interest expense recognized for the convertible senior subordinated notes for the years ended March 31, 2015, 2014 and 2013 is presented below:



	Year Ended March 31,
	2015		2014		2013
	(Amounts in thousands)
Contractual interest coupon	3,458		4,751		4,292
Amortization of discount on liability component and debt issuance costs	5,200		8,845		7,782
	$	8,658	$	13,596	$	12,074