Filing Details
- Accession Number:
- 0000947871-16-001317
- Form Type:
- 13D Filing
- Publication Date:
- 2016-06-30 17:05:42
- Filed By:
- Liberty Global Plc
- Company:
- Starz Entertainment Corp (NYSE:STRZ)
- Filing Date:
- 2016-06-30
- 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 | 5,000,000 | 0 | 5,000,000 | 5,000,000 | 3.4% |
| Liberty Global Incorporated Limited | 0 | 5,000,000 | 0 | 5,000,000 | 5,000,000 | 3.4% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Lions Gate Entertainment Corp.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
535919203
(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)
June 30, 2016
(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. o
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. 535919203 | 13D | Page 2 of 21 Pages |
| 1 | NAME 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) o (b) x | | ||
| 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) | o | ||
| 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 5,000,000 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 5,000,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000 (1) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% (1)(2) | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) HC | |||
| (1) | This amount does not reflect the (A) 30,269,229 Common Shares, no par value (the “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) 4,967,695 Shares held by various entities affiliated with John C. Malone (“Dr. Malone”), or (C) 5,000,000 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 the 147,227,797 Shares disclosed as outstanding as of May 23, 2016, by the Issuer in its Form 10-K filed with the SEC on May 25, 2016. |
| CUSIP No. 535919203 | 13D | Page 3 of 21 Pages |
| 1 | NAME 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) o (b) x | | ||
| 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) | o | ||
| 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 5,000,000 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 5,000,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000,000 (1) | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% (1)(2) | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) CO | |||
| (1) | This amount does not reflect the (A) 30,269,229 Shares held by various funds affiliated with MHR and Dr. Rachesky, (B) 4,967,695 Shares held by various entities affiliated with Dr. Malone, or (C) 5,000,000 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 the 147,227,797 Shares disclosed as outstanding as of May 23, 2016, by the Issuer in its Form 10-K filed with the SEC on May 25, 2016. |
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: June 30, 2016 | 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 | ||
| Name | Present Principal Occupation | Business Address | Citizenship | |||
| 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 | Glow Financial Services Ltd. Lion House Red Lion Street London, WC1R 4GB United Kingdom | United Kingdom | |||
| Miranda Curtis | Retired President of Liberty Global Japan | Griffin House 161 Hammersmith Rd, London W6 8BS United Kingdom | United Kingdom | |||
| 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 | Allen & Company, LLC 711 Fifth Avenue 9th Floor New York, NY 10022 | United States | |||
| Richard R. Green | Retired President and Chief Executive Officer of Cable Television Laboratories, Inc., a not-for-profit 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 | Wargo & Company, Inc. 712 Fifth Avenue 22nd Floor New York, NY 10019 | 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 | Underwriting Agreement, dated as of November 12, 2015, among the Issuer, LGIL, DLIL, Bank of America and JPMorgan (incorporated herein by reference to Exhibit 1.1 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 13, 2015). | |
| 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. | |
| 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. |
| 99.11 | Voting Agreement, dated as of June 30, 2016, among the Issuer, Starz, LGIL and Liberty Global. |
Page 21 of 21 Pages