Filing Details
- Accession Number:
- 0000947871-19-000660
- Form Type:
- 13D Filing
- Publication Date:
- 2019-09-06 09:08:55
- Filed By:
- Liberty Global Plc
- Company:
- Lions Gate Entertainment Corp (NYSE:LGF)
- Filing Date:
- 2019-09-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Liberty Global plc 98-111 | 0 | 4,049,972 | 0 | 4,049,972 | 4,049,972 | 4.9% |
| Liberty Global Incorporated Limited | 0 | 4,049,972 | 0 | 4,049,972 | 4,049,972 | 4.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Lions Gate Entertainment
Corp.
(Name of Issuer)
Class A Voting Shares, no par value
(Title of Class of Securities)
535919401
(CUSIP Number)
Bryan H. Hall
Executive Vice President
Liberty Global plc
Griffin House, 161 Hammersmith Rd,
London W6 8BS, United Kingdom
+44.208.483.6449 or 303.220.6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
September 5, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 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. |
This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on November 20, 2015 (the “Original Schedule 13D”) and
amended by Amendment No. 1 filed June 30, 2016 (“Amendment No. 1”), Amendment No. 2 filed February 10, 2017 (“Amendment No. 2”) and Amendment No. 3 filed September 3, 2019 (“Amendment No. 3”), with respect to the Issuer (the Original Schedule 13D,
as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule 13D”). Capitalized terms used in this Amendment and not otherwise defined have the same meanings ascribed to them in the Schedule 13D. Unless specifically amended
hereby, the disclosure set forth in the Schedule 13D remains unchanged.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Statement is being filed by Liberty Global plc, a public limited company organized under the laws of England and Wales (“Liberty
Global”) and Liberty Global Incorporated Limited, a private limited company organized under the laws of England and Wales and a wholly-owned subsidiary of Liberty Global (“LGIL” and, together with Liberty Global, the “Reporting Persons” and each
a “Reporting Person”).
The address of the principal office of the Reporting Persons is Griffin House, 161 Hammersmith Rd, London W6 8BS, United Kingdom.
Liberty Global operates internationally with its principal business activities being the provision of video, broadband internet,
fixed-line telephony and mobile services. LGIL is a wholly-owned subsidiary of Liberty Global whose principal business activity is to hold investments with respect to Liberty Global ventures.
During the last five years, neither of the Reporting Persons (a) has been convicted in a criminal proceeding or (b) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
Set forth on Schedule I to this Statement, and incorporated herein by reference, are the (a) name, (b) business address, (c) present
principal occupation or employment, (d) name, principal business and address of any corporation or other organization in which such occupation or employment is conducted and (e) citizenship, in each case, of each director and executive officer of
the Reporting Persons.
During the last five years, to the best of the knowledge of each Reporting Person, none of such Reporting Person’s directors or executive
officers (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The agreement among the Reporting Persons relating to the joint filing of this Statement is included as Exhibit 99.8 to this Statement.
| Item 3. | Source and Amount of Funds or Other Considerations |
Item 3 of the Schedule 13D is hereby amended and supplemented by appending the following thereto:
On September 5, 2019, LGIL acquired 1,549,972 Voting Shares through its broker, an affiliate of Jefferies Financial Group Inc., in an
open market transaction for $10.00 per share, exclusive of any commission. The source of the funds used by LGIL to acquire such Voting Shares was working capital.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b)
The responses of each Reporting Person to Rows (7) through (13) of their respective cover pages to this Statement are incorporated herein
by reference.
LGIL holds all 4,049,972 of the Voting Shares directly. Because LGIL is a direct wholly-owned subsidiary of Liberty Global, Liberty
Global may be deemed to beneficially own all of the 4,049,972 Voting Shares and share voting and dispositive power over the Voting Shares with LGIL.
The present ability of the Reporting Person to dispose of the Pledged Shares (defined in Item 6 of this Statement) is limited by the
Pledge Agreement (defined in Item 6 of this Statement). See the description of the Pledge Agreement in Item 6 of this Statement, which is incorporated herein by reference.
The Reporting Persons are required to vote the Voting Shares in respect of certain matters in accordance with the Voting and Standstill
Agreement. See the description of the Voting and Standstill Agreement in Item 6 of this Statement, which is incorporated herein by reference.
The beneficial ownership information set forth above does not include any securities of the Issuer beneficially owned by the
Seller Funds or their affiliates (including MHR and Mark H. Rachesky, M.D., the Chairman of the Issuer’s Board (“Dr. Rachesky”)), John C. Malone, chairman of the board of directors of Liberty Global (“Dr. Malone”), Discovery or DLIL (together,
the “Other Parties”). As a result of the Investor Rights Agreement and Voting and Standstill Agreement described in Item 6 of this Statement, the Reporting Persons may be deemed to beneficially own and share voting and/or dispositive power over
the Shares beneficially owned by the Other Parties and their respective affiliates. Based on a Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2018, by MHR Institutional Partners III LP, MHR
Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Dr. Rachesky, various funds affiliated with MHR Fund Management (including the Seller Funds) and Dr. Rachesky beneficially own an aggregate of 15,924,902 Voting Shares
(approximately 19.3% of the total number of Voting Shares outstanding).
Based on a Schedule 13D filed with the SEC on August 19, 2019 by Dr. Malone, Dr. Malone and various persons and entities affiliated with Dr. Malone beneficially
own an aggregate of 5,561,911 Voting Shares (approximately 6.7% of the total number of Shares outstanding). Based on a Schedule 13D filed with the SEC on August 30, 2019 by Discovery, Discovery and DLIL beneficially own an aggregate of 2,500,000
Voting Shares (approximately 3.0% of the total number of Voting Shares outstanding).
This Statement is not an admission or acknowledgment that the Reporting Persons constitute a “group” within the meaning of Rule
13d-5(b)(1) under the Act with any or all of the Other Parties.
(c)
Between July 25, 2019 and August 28, 2019, inclusive, the 25 Components of Tranche 1 of the PPV Transaction were cash settled on
successive trading days, as described in the penultimate paragraph of Item 3, which is incorporated herein by reference.
On September 5, 2019, LGIL acquired 1,549,972 Voting Shares through its broker, an affiliate of Jefferies Financial Group Inc., in an
open market transaction for $10.00 per share, exclusive of any commission.
(d)
LGIL is obligated to share with Bank of America the economic benefit of any dividends paid on the Pledged Shares during the term of the
pledge. See the description of the Pledged Shares and the Pledge Agreement in Item 6 of this Statement, which is incorporated herein by reference.
(e)
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
| 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 | |||
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF LIBERTY GLOBAL
The name, citizenship, business address, and present principal occupation or employment of each of the executive officers and directors
of Liberty Global are set forth below.
Executive Officers of Liberty Global plc
| 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 |
Directors of Liberty Global plc
| 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 |
EXECUTIVE OFFICERS AND DIRECTORS OF LGIL
The name, business address, and present principal occupation or employment of each of the executive officers and directors of LGIL are set
forth below.
Executive Officers of Liberty Global Incorporated Limited
None.
Directors of Liberty Global Incorporated Limited
| 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 INDEX
| 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). |
Page 11 of 11 Pages