Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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. 3)*
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)
August 28, 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
2,500,000 (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
2,500,000
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 (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)
3.0% (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
2,500,000 (1)
|
|||
|
9
|
SOLE DISPOSITIVE POWER
0
|
|||
|
10
|
SHARED DISPOSITIVE POWER
2,500,000
|
|||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500,000 (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)
3.0% (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. 3 (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”) and Amendment No. 2 filed February 10, 2017 (“Amendment No. 2”), with respect to the Issuer (the Original Schedule 13D, as amended by
Amendment No. 1 and Amendment No. 2, 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 supplemented by appending the following thereto:
Schedule I to this Statement, setting forth 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, is amended and restated in its entirety to read as set forth in Schedule I to this Amendment, which is incorporated herein by reference.
| 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:
Beginning on July 25, 2019, the Components for Tranche 1 of the PPV Transaction (each as defined in Item 6
of this Statement) started to mature, with one Component maturing each trading day for 25 consecutive trading days ending on August 28, 2019. On the settlement date for each such Component, Liberty Global cash settled such Component by paying to
Bank of America an amount in cash (from cash on hand) based on the formula set forth in the Reclassification Adjustment Confirmation (defined in Item 6 of this Statement). The amount paid by Liberty Global to Bank of America on each such
settlement date was as follows:
|
Settlement Date
|
Amount
|
|
|
July 25, 2019
|
$421,360.09
|
|
|
July 26, 2019
|
$422,526.78
|
|
|
July 29, 2019
|
$410,736.55
|
|
|
July 30, 2019
|
$413,163.26
|
|
|
July 31, 2019
|
$422,271.78
|
|
|
August 1, 2019
|
$416,036.65
|
|
|
August 2, 2019
|
$404,884.76
|
|
|
August 5, 2019
|
$404,533.09
|
|
|
August 6, 2019
|
$395,117.90
|
|
|
August 7, 2019
|
$387,357.75
|
|
|
August 8, 2019
|
$403,581.40
|
|
|
August 9, 2019
|
$415,944.99
|
Page 4 of 11 Pages
| Settlement Date | Amount | |
|
August 12, 2019
|
$407,423.15
|
|
|
August 13, 2019
|
$397,809.62
|
|
|
August 14, 2019
|
$376,275.86
|
|
|
August 15, 2019
|
$364,270.62
|
|
|
August 16, 2019
|
$359,257.19
|
|
|
August 19, 2019
|
$359,823.86
|
|
|
August 20, 2019
|
$354,385.42
|
|
|
August 21, 2019
|
$349,203.65
|
|
|
August 22, 2019
|
$348,605.31
|
|
|
August 23, 2019
|
$342,513.52
|
|
|
August 26, 2019
|
$341,336.83
|
|
|
August 27, 2019
|
$331,816.64
|
|
|
August 28, 2019
|
$319,858.19
|
|
| 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 2,500,000 of the Owned 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 2,500,000 Owned Voting Shares and share voting and dispositive power over the Owned 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 Owned 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).
Page 5 of 11 Pages
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 last paragraph of Item 3, which is incorporated herein by reference.
(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.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 of the Schedule 13D is hereby amended and supplemented by appending the following thereto:
Beginning on July 25, 2019, the Components for Tranche 1 of the PPV Transaction started to mature, with
one Component maturing each trading day for 25 consecutive trading days ending on August 28, 2019. On the settlement date for each such Component, Liberty Global cash settled such Component by paying to Bank of America an amount in cash based on
the formula set forth in the Reclassification Adjustment Confirmation, and the number of Pledged Shares was reduced by 16,667 Voting Shares and 16,667 Non-Voting Shares (or, in the case of the last such Component, 16,659 Voting Shares and
16,658 Non-Voting Shares). Following the settlement of the last such Component on August 28, 2019, the Pledged Shares comprise 833,333 Voting Shares and 833,334 Non-Voting Shares.
Page 6 of 11 Pages
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 3, 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 | |||
Page 7 of 11 Pages
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 Unite d 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
|
Page 8 of 11 Pages
| 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
|
Page 9 of 11 Pages
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
|
|
Execu
tive Vice President, General Counsel and Secretary of Liberty Global
|
Griffin House
161 Hammersmith Rd, London W6 8BS United Kingdom |
United States
|
Page 10 of 11 Pages
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