SANTA MONICA, Calif. and VANCOUVER, British Columbia, March 12, 2018 /PRNewswire/ -- Lionsgate (NYSE:
LGF.A, LGF.B) today announced that Lions Gate Capital Holdings LLC
("LGCH"), an indirect, wholly owned subsidiary of Lions Gate
Entertainment Corp. (the "Company"), has commenced, subject to the
terms and conditions set forth in the confidential offering
memorandum dated March 12, 2018 (the
"Offering Memorandum") a 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 issued by the Company (the "LGEC 2024 Notes")
for (i) up to $520 million aggregate
principal amount of new 5.875% Senior Notes due 2024 issued by LGCH
(the "New 2024 Notes") plus (ii) for holders of LGEC 2024 Notes who
tender prior to the Early Delivery Date (as defined below), cash,
in each case in the amount set forth in the table below.
For each $1,000 principal amount
of LGEC 2024 Notes validly tendered at or prior to 5:00 p.m., New York
City time, on March 23, 2018,
unless extended (as it may be extended, the "Early Delivery Date")
and not validly withdrawn, Eligible Holders of LGEC 2024 Notes will
be eligible to receive the total offer consideration set out in the
table below (the "Total Offer Consideration").
For each $1,000 principal amount
of LGEC 2024 Notes validly tendered after the Early Delivery Date
but prior to the Expiration Date (as defined below) and not validly
withdrawn, Eligible Holders of LGEC 2024 Notes will be eligible to
receive only the exchange offer consideration set out in the table
below (the "Exchange Offer Consideration").
Tenders of LGEC 2024 Notes may be validly withdrawn at any time
on or prior to 5:00 p.m.,
New York City time, on
March 23, 2018, unless
extended. 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 following table sets forth the Total Offer Consideration and
Exchange Offer Consideration for the LGEC 2024 Notes:
|
|
|
|
For each $1,000
Principal Amount of LGEC 2024 Notes
Validly Tendered and Not Withdrawn:
|
|
|
|
|
Total Offer
Consideration
|
|
Exchange Offer
Consideration
|
CUSIP
|
|
Title of LGEC
2024 Notes to Be
Tendered
|
|
Cash
|
|
Principal
Amount
of
New 2024 Notes
|
|
Cash
|
|
Principal Amount
of
New 2024 Notes
|
535919AL8
|
|
5.875% Senior Notes
due 2024
|
|
$2.50
|
|
$1,000.00
|
|
$0.00
|
|
$970.00
|
C5183UAB4
|
|
5.875% Senior Notes
due 2024
|
|
$2.50
|
|
$1,000.00
|
|
$0.00
|
|
$970.00
|
No accrued but unpaid interest will be paid in the Exchange
Offer with respect to LGEC 2024 Notes tendered for exchange.
Instead, the New 2024 Notes received in the Exchange Offer will
accrue interest from (and including) the most recent interest
payment date on the LGEC 2024 Notes.
Documents relating to the Exchange Offer will only be
distributed 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 (the "SEC") 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.
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SOURCE Lionsgate