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Lionsgate Announces Early Tender Results for Debt Exchange Offer for 5.875% Senior Notes Due 2024

 

 

Lionsgate Announces Early Tender Results for Debt Exchange Offer for 5.875% Senior Notes Due 2024

 

 

SANTA MONICA, Calif. and VANCOUVER, British Columbia, March 26, 2018 /PRNewswire/ -- Lionsgate (NYSE: LGF.A, LGF.B) announced today the early tender results of the previously announced private offer (the "Exchange Offer") to Eligible Holders (as defined below).  The Exchange Offer is to exchange any and all of the $520 million aggregate principal amount of outstanding 5.875% Senior Notes due 2024 (the "LGEC 2024 Notes") issued by Lions Gate Entertainment Corp. (the "Company") for (i) up to $520 million aggregate principal amount of new 5.875% Senior Notes due 2024 issued by Lions Gate Capital Holdings LLC ("LGCH"), an indirect, wholly owned subsidiary of the Company (the "New 2024 Notes"), plus (ii) for holders of LGEC 2024 Notes who tendered prior to the Early Delivery Date (as defined below), cash. 

As of 5:00 p.m., New York City time, on March 23, 2018 (the "Early Delivery Date"), the following principal amounts of LGEC 2024 Notes had been validly tendered and not validly withdrawn:

CUSIP

Title of LGEC 2024 Notes

Principal Amount Tendered

Percentage Tendered

Total Offer Consideration*

Exchange Offer Consideration*

           

535919AL8;

C5183UAB4

5.875% Senior Notes due 2024

$512,300,000

98.52%

$1,000 principal amount of New 2024 Notes and $2.50 in cash

$970 principal amount of New 2024 Notes and no cash

 

* For each $1,000 principal amount of LGEC 2024 Notes validly tendered and not withdrawn.

Only Eligible Holders who validly tendered and did not withdraw the LGEC 2024 Notes at or prior to the Early Delivery Date are eligible to receive the Total Offer Consideration as set forth in the table above for such LGEC 2024 Notes accepted for exchange. 

Lionsgate expects the settlement date for Eligible Holders who validly tendered and did not withdraw prior to the Early Delivery Date to be March 28, 2018.  Eligible Holders who validly tender after the Early Delivery Date but prior to the Expiration Date (as defined below) will be eligible to receive the Exchange Offer Consideration set forth in the table above.

Eligible Holders may no longer withdraw any LGEC 2024 Notes previously or hereafter tendered.  The Exchange Offer will expire at 11:59 p.m., New York City time, on April 6, 2018, unless extended (as it may be extended, the "Expiration Date").

The Exchange Offer is being conducted pursuant to the terms and conditions set forth in the confidential offering memorandum dated March 12, 2018 (the "Offering Memorandum"). The Exchange Offer is only being made and the New 2024 Notes are only being offered and will only be issued to eligible holders of LGEC 2024 Notes who complete and submit an eligibility form confirming that they are either: (a) a "qualified institutional buyer" under Rule 144A; or (b) not a "U.S. person" under Regulation S for purposes of applicable securities laws, and, additionally, in respect of holders of LGEC 2024 Notes that are located in Canada, the Exchange Offer is being made, and the New 2024 Notes are being offered and issued only (i) other than with respect to holders in the Province of Ontario, to holders of LGEC 2024 Notes who meet one or more of the criteria to be classified as an "accredited investor" as defined in National Instrument 45-106 – Prospectus Exemptions; (ii) with respect to holders in the Province of Ontario, only to holders of LGEC 2024 Notes who meet one or more of the criteria to be classified an "accredited investor" as defined in Section 73.3(1) of the Securities Act (Ontario); and (iii) in the case of each of clauses (i) and (ii), to holders who meet one or more of the criteria to be classified as a "permitted client" as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations ("Eligible Holders").

The complete terms and conditions of the Exchange Offer are described in the Offering Memorandum, copies of which may be obtained by contacting D.F. King & Co., Inc, the information and exchange agent (the "Information and Exchange Agent") in connection with the Exchange Offer, at (866) 620-9554 or (212) 269-5550 (banks and brokers) or by visiting http://www.dfking.com/lionsgate to complete the eligibility process.

The New 2024 Notes have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") or any state or foreign securities laws.  The New 2024 Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 

LGCH is making the Exchange Offer only by, and pursuant to, the terms of the Offering Memorandum.  None of the Company, LGCH, the Information and Exchange Agent, nor their respective affiliates makes any recommendation as to whether Eligible Holders should tender or refrain from tendering their LGEC 2024 Notes, as applicable.  Eligible Holders must make their own decision as to whether or not to tender their LGEC 2024 Notes, as well as with respect to the principal amount of the LGEC 2024 Notes, as applicable, to tender. The Exchange Offer is not being made to any holders of LGEC 2024 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

ABOUT LIONSGATE

The first major new studio in decades, Lionsgate is a global content platform whose films, television series, digital products and linear and over-the-top platforms reach next generation audiences around the world.  In addition to its filmed entertainment leadership, Lionsgate content drives a growing presence in interactive and location-based entertainment, gaming, virtual reality and other new entertainment technologies.  Lionsgate's content initiatives are backed by a 16,000-title film and television library and delivered through a global licensing infrastructure.  The Lionsgate brand is synonymous with original, daring and ground-breaking content created with special emphasis on the evolving patterns and diverse composition of the Company's worldwide consumer base.  

For further information, investors should contact:
James Marsh
310-255-3651
jmarsh@lionsgate.com

For media inquiries, please contact:
Peter Wilkes
310-255-3726
pwilkes@lionsgate.com

The matters discussed in this press release include forward-looking statements. Such statements are subject to a number of risks and uncertainties. When used in this press release, the words "may," "will," "might," "should," "expect," "plan," "anticipate," "project," "believe," "estimate," "predict," "intend," "potential," "outlook," and "continue," and the negative of these terms, and other similar expressions are intended to identify forward-looking statements and information. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including the substantial investment of capital required to produce and market films and television series, increased costs for producing and marketing feature films and television series; budget overruns; limitations imposed by our credit facilities and notes; unpredictability of the commercial success of our motion pictures and television programming; risks related to acquisition and integration of acquired businesses; the effects of dispositions of businesses or assets, including individual films or libraries; the cost of defending our intellectual property; technological changes and other trends affecting the entertainment industry; litigation relating to the acquisition of Starz; impact of the Tax Cuts and Jobs Act; other trends affecting the entertainment industry; and the other risk factors as set forth in Lionsgate's Annual Report on Form 10-K filed with the SEC on May 25, 2017, as amended in Lionsgate's Quarterly Report on Form 10-Q filed with the SEC on February 8, 2018, which risk factors are incorporated herein by reference.  Lionsgate undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances.