EX-99.10 3 ss951_ex9910.htm AMENDMENT TO VOTING AND STANDSTILL AGREEMENT
Exhibit 99.10
 
 

 

 
AMENDMENT TO
 
 
 
VOTING AND STANDSTILL AGREEMENT
 
dated as of
 
June 30, 2016
 
among
 
LIONS GATE ENTERTAINMENT CORP.,

LIBERTY GLOBAL INCORPORATED LIMITED,

DISCOVERY LIGHTNING INVESTMENTS LTD.,

JOHN C. MALONE,

MHR FUND MANAGEMENT, LLC,

LIBERTY GLOBAL PLC,

DISCOVERY COMMUNICATIONS, INC.

and

the Mammoth Funds (as defined herein)
 
 
 
 
 

 
 
VOTING AND STANDSTILL AGREEMENT
 
This AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (this “Amendment”) dated as of June 30, 2016 among MHR Fund Management, LLC, a Delaware limited liability company (“Mammoth”), the affiliated funds of Mammoth party hereto (the “Mammoth Funds”), Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales (“Leopard”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (“Dragon”), John C. Malone (“M”), Lions Gate Entertainment Corp., a corporation organized under the laws of British Columbia, Canada (subject to Section 1.02(b) thereto, the “Company”), Liberty Global plc, a public limited company organized under the laws of England and Wales (“Leopard Parent”), and Discovery Communications, Inc., a Delaware corporation (“Dragon Parent” and, together with Mammoth, Leopard Parent and M, the “Investors” and each, an “Investor”) (collectively the “Parties”).
 
W I T N E S S E T H :
 
WHEREAS, the Parties entered into a Voting and Standstill Agreement, dated as of November 10, 2015 (the “Agreement”; capitalized terms used but not defined herein shall have the meanings set forth in the Agreement); and
 
WHEREAS, the Company, Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (“Orion”), and Starz, a Delaware corporation, are entering into an Agreement and Plan of Merger, dated as of June 30, 2016, (the “Merger Agreement”, and the transactions contemplated therein, the “Merger”) upon the terms and subject to the conditions in force on such date; and
 
WHEREAS, the Company and Orion are entering into a Stock Exchange Agreement, dated as of June 30, 2016, with the stockholders listed on Schedule 1 thereto (the “2016 Exchange Agreement”), upon the terms and subject to the conditions in force on such date; and
 
WHEREAS, in connection with the Merger Agreement and the 2016 Exchange Agreement, the Parties desire to amend the Agreement.
 
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:
 
1.  Initial Excess Securities. The definition of “Initial Excess Securities” is amended to replace the reference to “13.5% of the Total Voting Power” therein with “the greater of (a) 13.5% of the Total Voting Power and (b) if either the Merger (as defined in the Merger Agreement) or the Exchange (as defined in the Stock Exchange Agreement, dated as of June 30, 2016, by and among the Company, Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and the stockholders listed on Schedule 1 thereto) occurs, the lesser of (i) 14.2% of the Total Voting Power and (ii) that percentage of the Total Voting Power that the LDM Investors and their respective Affiliates and any Person that is a member of a group with any such Persons shall have immediately following the consummation of the Merger or the Exchange, as the case may be”.
 
 
 
 

 
 
2.  Standstill.  The following words shall be added at the end of Section 2.01(a) of the Agreement: “; provided, further, that any LDM Investor shall be permitted to acquire Parent Non-Voting Stock (as defined in the Merger Agreement) pursuant to the transactions contemplated by the Merger Agreement, dated as of June 30, 2016 (the “Merger Agreement”), by and among the Company, Orion Arm Acquisition Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and Starz, a Delaware corporation.”

3. Definitions.

(a)           The definition of Common Share is amended to add the following words at the end: “, including, for the avoidance of doubt, the Parent Voting Stock and the Parent Non-Voting Stock (in each case as defined in the Merger Agreement).”

(b)           The definition of Voting Securities is amended to add the following words after “Common Shares”:  “entitled to vote in the election of directors of the Company”.

4. No Other Changes. All terms of the Agreement, except as amended by this Amendment, remain in full force and effect.
 
[Signature Pages Follow]
 
 
 
 
 
2

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
 
 
LIBERTY GLOBAL INCORPORATED LIMITED
 
     
     
 
By:
  /s/ Jeremy Evans  
   
Name:
Jeremy Evans
 
   
Title:
Authorised Signatory
 
 
 
LIBERTY GLOBAL PLC
 
     
     
 
By:
  /s/ Jeremy Evans  
   
Name:
Jeremy Evans
 
   
Title:
Authorised Signatory
 

 
For Notices:
Liberty Global plc
Griffin House
161 Hammersmith Road
London W6 8BS
United Kingdom
Attention: General Counsel, Legal Department
Fax:  +44 20 8483 6400
E-mail: [Redacted]
   
 
with a copy to:
   
 
Liberty Global, Inc.
12300 Liberty Boulevard
Englewood, CO 80112
Attention: General Counsel, Legal Department
Facsimile No.: (303) 220-6691
E-mail: [Redacted]
   
 
with a copy (which shall not constitute notice) to:
   
 
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Attention: Robert Katz
Facsimile No.: (646) 848-8008
E-mail: rkatz@shearman.com
   

 
Signature Page to Amendment to Standstill and Voting Agreement
 
 

 
    
 
DISCOVERY COMMUNICATIONS, INC.
 
     
     
 
By:
/s/ Bruce Campbell  
   
Name:
Bruce Campbell  
   
Title:
Chief Development, Distribution
and Legal Officer
 
     
 
For Notices:
Discovery Communications, LLC
850 Third Avenue
New York, NY 10022
Attention: Bruce Campbell, Chief Development,
Distribution and Legal Officer
Facsimile No.: (212) 548-5848
E-mail: [Redacted]
   
 
with a copy (which shall not constitute notice) to:
   
 
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Attention: Jonathan Levitsky
Facsimile No.: (212) 909-6836
E-mail: jelevitsky@debevoise.com
   
 
 

Signature Page to Amendment to Standstill and Voting Agreement
 
 

 
  
 
DISCOVERY LIGHTNING INVESTMENTS LTD.
 
     
     
 
By:
/s/ Bruce Campbell  
   
Name:
Bruce Campbell  
   
Title:
Chief Development, Distribution
and Legal Officer
 
    
 
For Notices:
Discovery Lightning Investments, Ltd
Chiswick Park Building 2
566 Chiswick High Road
London W4 5YB
Attention: Roanne Weekes, SVP DNI Finance and Director
Facsimile: +44 20 8811 3310
E-mail: As Provided Previously
   
 
with a copy to:
   
 
Discovery Communications, LLC
850 Third Avenue
New York, NY 10022
Attention: Bruce Campbell, Chief Development,
Distribution and Legal Officer
Facsimile No.: (212) 548-5848
E-mail: As Provided Previously
   
 
with a copy (which shall not constitute notice) to:
   
 
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Attention: Jonathan Levitsky
Facsimile No.: (212) 909-6836
E-mail: jelevitsky@debevoise.com
 
 
 
 
Signature Page to Amendment to Standstill and Voting Agreement
 
 

 
 
 
MHR FUND MANAGEMENT, LLC
 
     
     
 
By:
  /s/ Janet Yeung  
   
Name:
Janet Yeung  
   
Title:
Authorized Signatory  
 
 
For Notices:
MHR Fund Management LLC
1345 Avenue of the Americas, Floor 42
New York, NY 10105
Attention: Janet Yeung
Facsimile No.: (212) 262-9356
Email: jyeung@mhrfund.com
   
 
with a copy (which shall not constitute notice) to:
   
 
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York  10017
Attention:  Phillip Mills
Brian Wolfe
Facsimile No.: (212) 701-5800
E-mail:  phillip.mills@davispolk.com
  brian.wolfe@davispolk.com
   
 
 

 

Signature Page to Amendment to Standstill and Voting Agreement
 
 

 
  
 
MHR Capital Partners Master Account LP
 
     
     
  By: MHR Advisors LLC, its general partner  
       
       
 
By:
/s/ Janet Yeung  
   
Name:
Janet Yeung
 
   
Title:
Authorized Signatory
 
  
 
MHR Capital Partners (100) LP
 
     
     
  By: MHR Advisors LLC, its general partner  
       
       
 
By:
/s/ Janet Yeung  
   
Name:
Janet Yeung
 
   
Title:
Authorized Signatory
 
  
 
MHR Institutional Partners II LP
 
     
       
 
By:
MHR Institutional Advisors II LLC,
its general partner
 
       
       
 
By:
/s/ Janet Yeung  
   
Name:
Janet Yeung
 
   
Title:
Authorized Signatory
 
  
 
MHR Institutional Partners IIA LP
 
     
     
 
By:
MHR Institutional Advisors II LLC,
its general partner
 
       
       
 
By:
/s/ Janet Yeung  
   
Name:
Janet Yeung
 
   
Title:
Authorized Signatory
 

 
Signature Page to Amendment to Standstill and Voting Agreement
 
 

 
  
 
MHR Institutional Partners III LP
 
     
     
  By: MHR Institutional Advisors III LLC,
its general partner
 
       
       
 
By:
/s/ Janet Yeung  
   
Name:
Janet Yeung
 
   
Title:
Authorized Signatory
 

 
 
 
 
 

 
Signature Page to Amendment to Standstill and Voting Agreement
 
 

 
  
  /s/ John C. Malone  
 
John C. Malone
 
   
 
   
  
 
For Notices:
John C. Malone
12300 Liberty Blvd., 2nd Floor
Englewood, CO 80112
Facsimile No.: (720) 875-5394
Email: As Provided Previously
   
 
with a copy (which shall not constitute notice) to:
   
 
Sherman & Howard L.L.C.
633 17th Street, Suite 3000
Denver, CO 80202
Attention: Steven D. Miller
Facsimile No.: (303) 298-0940
Email: smiller@shermanhoward.com
   

 
 

 
Signature Page to Amendment to Standstill and Voting Agreement
 
 

 
     
 
Lions Gate Entertainment Corp.
 
     
     
 
By:
/s/ Wayne Levin
 
   
Name:
Wayne Levin
 
   
Title:
General Counsel and
Chief Strategy Officer
 
         
         
 
For Notices:
   
 
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, CA  90404
Attention:  Wayne Levin, General Counsel
and Chief Strategic Officer
Facsimile No.: (310) 496-1359
E-mail: wlevin@lionsgate.com
   
 
with a copy (which shall not constitute notice) to:
   
 
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
NY, NY 10019
Attention: David E. Shapiro
Facsimile No.: 212-403-2000
E-mail: DEShapiro@wlrk.com
         






Signature Page to Amendment to Standstill and Voting Agreement