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tendered and not validly withdrawn: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withdrawn.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.
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SOURCE Lionsgate