CUSIP No. 535919401
|
13D |
Page 2 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Global plc
98-1112770 |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
BK, 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
England and Wales
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
4,049,972 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
4,049,972
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,049,972 (1)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% (1)(2)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
(1) |
This amount does not reflect the (A) 15,924,902 Class A Voting Shares, no par value (the “Voting Shares”), of Lions Gate Entertainment Corp. (the “Issuer”)
held by various funds affiliated with MHR Fund Management, LLC (“MHR”) and Mark H. Rachesky (“Dr. Rachesky”), (B) 5,561,911 Voting Shares held by John C. Malone (“Dr. Malone”) and various persons and entities affiliated with Dr. Malone,
or (C) 2,500,000 Voting Shares held by a subsidiary of Discovery Communications, Inc. (“Discovery”), of which the reporting persons may be deemed to have beneficial ownership as a result of the Voting and Standstill Agreement. See
Items 5 and 6 of this Schedule 13D.
|
(2) |
The calculation of this percentage is based on an aggregate 82,654,510 Voting Shares outstanding as of August 5, 2019, as reported on a Quarterly Report on
Form 10-Q filed by the Issuer on August 8, 2019.
|
CUSIP No. 535919401
|
13D |
Page 3 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Global
Incorporated Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
BK, 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
England and Wales
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
4,049,972 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
4,049,972
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,049,972 (1)
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☒
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% (1)(2)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
This amount does not reflect the (A) 15,924,902 Voting Shares held by various funds affiliated with MHR and Dr. Rachesky, (B) 5,561,911 Voting Shares held by
Dr. Malone and various persons and entities affiliated with Dr. Malone, or (C) 2,500,000 Voting Shares held by a subsidiary of Discovery, of which the reporting persons may be deemed to have beneficial ownership as a result of the
Voting and Standstill Agreement. See Items 5 and 6 of this Schedule 13D.
|
(2) |
The calculation of this percentage is based on an aggregate 82,654,510 Voting Shares outstanding as of August 5, 2019, as reported on a Quarterly Report on
Form 10-Q filed by the Issuer on August 8, 2019.
|
Item 2. |
Identity and Background
|
Item 3. |
Source and Amount of Funds or Other Considerations
|
Item 5. |
Interest in Securities of the Issuer
|
Dated: September 6, 2019 | Liberty Global plc |
|||
/s/ Bryan H. Hall | ||||
Name: | Bryan H. Hall | |||
Title: | Executive Vice President, General Counsel and Secretary | |||
Liberty Global Incorporated Limited |
||||
/s/ Bryan H. Hall | ||||
Name: | Bryan H. Hall | |||
Title: | Director | |||
Name
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
|||
Michael T. Fries
|
|
Chief Executive Officer, President and Vice Chairman of the board of directors of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
||
Charles H.R. Bracken
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United Kingdom
|
||
Bryan H. Hall
|
|
Executive Vice President, General Counsel and Secretary of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
||
Enrique Rodriguez
|
Executive Vice President and Chief Technology Officer of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
Name
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
|||
John C. Malone
|
Chairman of the board of directors of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
|||
Michael T. Fries
|
|
Chief Executive Officer, President and Vice Chairman of the board of directors of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
||
Andrew J. Cole
|
|
Chief Executive Officer of Glow Financial Services Ltd., a private company that operates as a full service provider of handset and home device
financing for wireless carriers and cable companies
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United Kingdom
|
||
Miranda Curtis
|
Retired President of Liberty Global Japan
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United Kingdom
|
Name
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
|||
John W. Dick
|
Private Investor
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
Canada
|
|||
Paul A. Gould
|
Managing Director of Allen & Company, LLC, an investment banking and financial advisory firm
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
|||
Richard R. Green
|
Retired President and Chief Executive Officer of Cable Television Laboratories, Inc., a not-for-profit cable television industry research and
development consortium
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
|||
David E. Rapley
|
Retired Executive Vice President, VECO Corp., an engineering services firm
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United Kingdom
|
|||
Larry E. Romrell
|
Retired Executive Vice President, Tele-Communications, Inc., a telecommunications company that later merged into AT&T
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
|||
J.C. Sparkman
|
Co-Founder and retired Chairman of the Board of Broadband Services, Inc., a provider of asset management, logistical, installation and repair
services for telecommunications service providers and equipment manufacturers
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
|||
J. David Wargo
|
President of Wargo & Company, Inc., a private company specializing in investing in the communications industry
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
Name
|
Present Principal Occupation
|
Business Address
|
Citizenship
|
|||
Charles H.R. Bracken
|
|
Executive Vice President and Co-Chief Financial Officer (Principal Financial Officer) of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United Kingdom
|
||
Jeremy Evans
|
|
Deputy General Counsel and Assistant Secretary of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United Kingdom
|
||
Bryan H. Hall
|
|
Executive Vice President, General Counsel and Secretary of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
Exhibit No.
|
Description
|
|
99.1
|
Share Purchase Agreement, dated as of November 10, 2015, among LGIL, DLIL, the Seller Funds and, solely for purposes of Section 5.03 thereof, Liberty
Global and Discovery (incorporated herein by reference to Exhibit 99.1 to the Amendment No. 20 to Schedule 13D filed by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Dr.
Rachesky with the SEC on November 13, 2015).
|
|
99.2
|
PPV Confirmation, dated as of November 12, 2015, between LGIL and Bank of America (incorporated herein by reference to Exhibit 99.2 to the Original
Schedule 13D).
|
|
99.3
|
Pledge Agreement, dated as of November 12, 2015, between LGIL and Bank of America (incorporated herein by reference to Exhibit 99.3 to the Original
Schedule 13D).
|
|
99.4
|
Reclassification Adjustment Confirmation, dated as of February 10, 2017, from Bank of America to LGIL (incorporated herein by reference to Exhibit
99.4 to Amendment No. 2).
|
|
99.5
|
Investor Rights Agreement, dated as of November 10, 2015, among MHR, LGIL, DLIL, the Issuer, Liberty Global, Discovery and the Seller Funds
(incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015).
|
|
99.6
|
Voting and Standstill Agreement, dated as of November 10, 2015, among the Issuer, the Seller Funds, LGIL, DLIL, Dr. Malone, MHR, Liberty Global,
Discovery (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015).
|
|
99.7
|
Registration Rights Agreement, dated as of November 10, 2015, between the Issuer and LGIL (incorporated herein by reference to Exhibit 10.4 to the
Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015).
|
|
99.8
|
Joint Filing Agreement, dated as of November 20, 2015, between LGIL and Liberty Global (incorporated herein by reference to Exhibit 99.8 to the
Original Schedule 13D).
|
|
99.9
|
Amendment No. 1 to Investor Rights Agreement, dated as of June 30, 2016, among MHR, LGIL, DLIL, the Issuer, Liberty Global, Discovery and the Seller
Funds (incorporated herein by reference to Exhibit 99.9 to Amendment No. 1).
|
|
99.10
|
Amendment to Voting and Standstill Agreement, dated as of June 30, 2016, among the Issuer, the Seller Funds, LGIL, DLIL, Dr. Malone, MHR, Liberty
Global and Discovery (incorporated herein by reference to Exhibit 99.10 to Amendment No. 1).
|