0000947871-20-000733.txt : 20200915 0000947871-20-000733.hdr.sgml : 20200915 20200915211415 ACCESSION NUMBER: 0000947871-20-000733 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190905 FILED AS OF DATE: 20200915 DATE AS OF CHANGE: 20200915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liberty Global plc CENTRAL INDEX KEY: 0001570585 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14880 FILM NUMBER: 201177219 BUSINESS ADDRESS: STREET 1: 161 HAMMERSMITH ROAD CITY: HAMMERSMITH STATE: X0 ZIP: W6 8BS BUSINESS PHONE: 303-220-6600 MAIL ADDRESS: STREET 1: 1550 WEWATTA ST, STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FORMER NAME: FORMER CONFORMED NAME: Liberty Global Corp Ltd DATE OF NAME CHANGE: 20130227 FORMER NAME: FORMER CONFORMED NAME: Lynx Europe Ltd. DATE OF NAME CHANGE: 20130226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liberty Global Ventures Ltd CENTRAL INDEX KEY: 0001658493 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14880 FILM NUMBER: 201177220 BUSINESS ADDRESS: STREET 1: GRIFFIN HOUSE, 161 HAMMERSMITH ROAD CITY: LONDON STATE: X0 ZIP: W6 8BS BUSINESS PHONE: 44-208-483-6449 MAIL ADDRESS: STREET 1: GRIFFIN HOUSE, 161 HAMMERSMITH ROAD CITY: LONDON STATE: X0 ZIP: W6 8BS FORMER NAME: FORMER CONFORMED NAME: Liberty Global Inc Ltd DATE OF NAME CHANGE: 20151116 ISSUER: 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 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0331 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: 250 HOWE STREET STREET 2: 20TH FLOOR CITY: VANCOUVER STATE: A1 ZIP: V6C #R8 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 4 1 ownership.xml X0306 4 2019-09-05 0 0000929351 LIONS GATE ENTERTAINMENT CORP /CN/ LGF 0001570585 Liberty Global plc GRIFFIN HOUSE, 161 HAMMERSMITH ROAD HAMMERSMITH X0 W6 8BS UNITED KINGDOM 0 0 1 0 0001658493 Liberty Global Ventures Ltd GRIFFIN HOUSE, 161 HAMMERSMITH ROAD HAMMERSMITH X0 W6 8BS UNITED KINGDOM 0 0 1 0 Class A Voting Shares 2019-09-05 4 P 0 1549972 10.00 A 4049972 I Through wholly-owned subsidiary Class A Voting Shares 2020-09-11 4 J 1 138889 D 3911083 I Through wholly-owned subsidiary Class A Voting Shares 2020-09-11 4 J 1 138889 A 4049972 I Through wholly-owned subsidiary Class B Non-Voting Shares 2020-09-11 4 J 1 138889 D 2361111 I Through wholly-owned subsidiary Class B Non-Voting Shares 2020-09-11 4 J 1 138889 A 2500000 I Through wholly-owned subsidiary Class A Voting Shares 2020-09-14 4 J 1 138889 D 3911083 I Through wholly-owned subsidiary Class A Voting Shares 2020-09-14 4 J 1 138889 A 4049972 I Through wholly-owned subsidiary Class B Non-Voting Shares 2020-09-14 4 J 1 138889 D 2361111 I Through wholly-owned subsidiary Class B Non-Voting Shares 2020-09-14 4 J 1 138889 A 2500000 I Through wholly-owned subsidiary Class A Voting Shares 2020-09-15 4 J 1 138889 D 3911083 I Through wholly-owned subsidiary Class A Voting Shares 2020-09-15 4 J 1 138889 A 4049972 I Through wholly-owned subsidiary Class B Non-Voting Shares 2020-09-15 4 J 1 138889 D 2361111 I Through wholly-owned subsidiary Class B Non-Voting Shares 2020-09-15 4 J 1 138889 A 2500000 I Through wholly-owned subsidiary Variable Pre-paid Forward Transaction 2020-09-11 4 J 1 277778 D Units of Class A Voting Shares and Class B Non-Voting Shares 1666667 1388889 I Through wholly-owned subsidiary Variable Pre-paid Forward Transaction 2020-09-14 4 J 1 277778 D Units of Class A Voting Shares and Class B Non-Voting Shares 1388889 1111111 I Through wholly-owned subsidiary Variable Pre-paid Forward Transaction 2020-09-15 4 J 1 277778 D Units of Class A Voting Shares and Class B Non-Voting Shares 1111111 833333 I Through wholly-owned subsidiary These shares are held by Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"). Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A voting shares of the Issuer, no par value ("Class A Voting Shares") and share voting and dispositive power over the Class A Voting Shares. This purchase, which was timely reported on Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission ("SEC") on September 6, 2019 (File No. 005-55587) (the "Schedule 13D"), is being reported on a Form 4 late due to an inadvertent administrative error. As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). On September 11, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.4740 with respect to the Class A Voting Shares and $8.7436 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,529,718.20, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. On September 14, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.6037 with respect to the Class A Voting Shares and $8.8698 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $ 2,565,252.79, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. Based on information set forth in the Issuer's report on Form 10-Q for the quarterly period ended June 30, 2020, the Class A Voting Shares reported on this Form 4 represent less than 10% of the outstanding Class A Voting Shares. This Report on Form 4 is being filed because the Reporting Persons have entered into certain agreements with the Issuer and certain other shareholders of the Issuer pursuant to which the Reporting Persons might be considered to constitute a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended, with such other shareholders, and the aggregate holdings of all members of such "group" exceed 10% of the outstanding Class A Voting Shares. These agreements are described in, and filed as exhibits to, the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on November 10, 2015. This Report shall not be considered an admission or acknowledgment of the existence of such a "group." The Reporting Persons disclaim beneficial ownership of all Class A Voting Shares and Class B Non-Voting Shares held by other shareholders of the Issuer with which they might constitute a "group." Exhibit 24 - Power of Attorney /s/ Jennifer A. Hodges, Vice President, Legal of Liberty Global plc 2020-09-15 /s/ Jennifer A. Hodges, Attorney-in-Fact for Liberty Global Ventures Limited 2020-09-15 EX-24 2 ss181611_ex24.htm POWER OF ATTORNEY

POWER OF ATTORNEY

This Power of Attorney is made as a Deed by Liberty Global Ventures Limited (f/k/a Liberty Global Incorporated Limited) of Griffin House, 161 Hammersmith Road, London, United Kingdom, W6 8BS (the “Principal”).

Know all by these presents that the Principal hereby constitutes and appoints each of Jennifer A. Hodges and Kelly A. Johnson, signing singly, and with full power of substitution, the Principal’s true and lawful attorney-in-fact to:

1. Execute for and on behalf of the Principal Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder and Schedule 13D in accordance with the Exchange Act and the rules thereunder (collectively, the “Filings”); and

2. Do and perform any and all acts for and on behalf of the Principal which may be necessary or desirable to complete and execute any such Filings, complete and execute any amendment or amendments thereto, and timely submit such Filings with the United States Securities and Exchange Commission and any stock exchange or similar authority.

The Principal hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Principal might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Principal acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the Principal, are not assuming, nor is Liberty Global plc (“Liberty Global”) assuming, any of the Principal’s responsibilities to comply with the Exchange Act, and the Principal agrees to indemnify and hold harmless each of the attorneys-in-fact from any liability or expense based on or arising from any action taken or not taken pursuant to this Power of Attorney.

The attorneys-in fact have the right to request that the Principal provide as soon as possible written confirmation of the transaction and the signing and filing of any of the Filings, as applicable, on behalf of the Principal.

This Power of Attorney shall remain in full force and effect until December 31, 2020, unless earlier revoked by the Principal in a signed writing delivered to the foregoing attorneys-in-fact.

All acts done and documents executed by either attorney-in-fact in good faith in purported exercise of any power conferred by this Power of Attorney shall for all purposes be valid and binding on the Principal and its successors and the Principal undertakes and agrees to ratify all such acts done and documents executed and signed.

The Principal declares that a person who deals with either attorney-in-fact in good faith may accept a written statement signed by such attorney-in-fact to the effect that this Power of Attorney has not been revoked as conclusive evidence of that fact.

This Power of Attorney and any non-contractual obligations arising out of or in connection with it shall be governed by, and interpreted in accordance with, English law.

The English courts shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaim) arising out of or in connection with: (i) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Power of Attorney; and (ii) any non-contractual obligations arising out of or in connection with this Power of Attorney. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of that jurisdiction.

IN WITNESS WHEREOF, this Power of Attorney has been duly executed as a DEED as of this 2^nd day of September, 2020.

EXECUTED and DELIVERED as a	)
DEED by LIBERTY GLOBAL	)
Ventures LIMITED acting by	)
a director in the presence of:	)


/s/ Donna Ashong		/s/ Jeremy Evans
Witness		Director

Name: Donna Ashong		Jeremy Evans
Address: 25A Humes Avenue Hanwell, London W72LY