UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 2011
Lions Gate Entertainment Corp.
(Exact name of registrant as specified in charter)
British Columbia, Canada
(State or Other Jurisdiction of Incorporation)
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(Commission File Number) 1-14880 |
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(IRS Employer Identification No.) N/A |
(Address of principal executive offices)
1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
(Registrant’s telephone number, including area code) (877) 848-3866
NO CHANGE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 |
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Other Events. |
On May 10, 2011, Lions Gate Entertainment Inc. (“LGEI”), a wholly owned subsidiary of Lions Gate Entertainment Corp., announced that it had priced, and entered into an agreement to issue and sell, subject to certain conditions, an additional $200 million aggregate principal amount of 10.25% senior secured second-priority notes due 2016 (the “Notes”) in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes will have the same terms except issue date, purchase price and first payment date and be treated as the same series as the $236 million aggregate principal amount of 10.25% senior secured second-priority notes issued by LGEI on October 21, 2009. The Notes will accrue interest from May 1, 2011. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated May 10, 2011 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LIONS GATE ENTERTAINMENT CORP. | ||
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Date: May 10, 2011 |
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By: |
/s/ James Keegan | |
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Name: |
James Keegan |
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Title: |
Chief Financial Officer |
Exhibit 99.1
Lions Gate Announces Pricing of Additional 10.25% Senior Secured Second-Priority Notes due November 2016
SANTA MONICA, CA, and VANCOUVER, BC, May 10, 2011 — Lions Gate Entertainment Corp. (the “Company”) (NYSE: LGF) announced today that its wholly owned subsidiary Lions Gate Entertainment Inc. (“LGEI”) has priced, and entered into an agreement to issue and sell, subject to certain conditions, an additional $200 million aggregate principal amount of 10.25% senior secured second-priority notes due 2016 (the “Notes”) in a private offering to be conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). LGEI expects to close the offering on May 13, 2011, subject to the satisfaction of market and other closing conditions.
The Notes will be consolidated with and form a single class with the $236 million aggregate principal amount of 10.25% senior secured second-priority notes due November 2016 issued by LGEI on October 21, 2009 (the “Existing Notes”) and have the same terms as to status, redemption, collateral and otherwise (other than issue date, price and first interest payment date) as the Existing Notes.
The Notes will pay interest semi-annually on May 1 and November 1 of each year at a rate of 10.25% per year and will mature on November 1, 2016. The Notes will accrue interest from May 1, 2011.
LGEI’s obligations under the Notes will be guaranteed on a senior basis by the Company and the restricted subsidiaries of LGEI that guarantee any indebtedness of LGEI or any other guarantor. In addition, all first-tier subsidiaries of the Company (other than LGEI) that guarantee any indebtedness or guarantees of indebtedness of LGEI or any other guarantor will guarantee on a senior basis the Company’s guarantee of the Notes.
The Notes will be issued by LGEI at an initial price of 102.219% of the principal amount plus accrued interest from May 1, 2011 and, after deducting discounts and estimated fees and expenses, the net proceeds from the sale of the Notes of approximately $197.2 million will be used by LGEI to repay its outstanding debt under its revolving senior secured credit facility and for other general corporate purposes. Subsequently, LGEI may re-borrow amounts repaid under its senior secured credit facility to repay all or a portion of its outstanding unsecured convertible senior subordinated notes or for general corporate purposes, which may include funding future acquisitions.
Neither this press release nor the Report on Form 8-K filed today constitutes an offer to sell or the solicitation of an offer to buy the Notes, nor shall they constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to the proposed closing date of the offering of the Notes, the anticipated use of proceeds therefrom and the anticipated use of LGEI’s revolving senior secured credit facility. These forward-looking statements reflect the Company’s current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Except as required by federal securities laws, the Company does not intend to update you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date hereof.
For further information, contact:
Peter D. Wilkes
310-255-3726
pwilkes@lionsgate.com