SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 13)*
Lions Gate Entertainment Corp. |
(Name of Issuer)
Common Shares, no par value |
(Title of Class of Securities)
535919203 |
(CUSIP Number)
Doron Lipshitz, Esq. OMelveny & Myers LLP 7 Times Square New York, New York 10036 (212) 326-2000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 10, 2012 |
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
* | The remainder of this cover page shall be filled out for a reporting persons 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 9 Pages |
1 |
NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL ADVISORS II LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
8,278,176 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
8,278,176 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,278,176 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 535919203 | 13D | Page 3 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL PARTNERS III LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
40,297,050 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
40,297,050 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,297,050 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 535919203 | 13D | Page 4 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS
MHR INSTITUTIONAL ADVISORS III LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
40,297,050 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
40,297,050 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,297,050 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.9% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 535919203 | 13D | Page 5 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS
MHR FUND MANAGEMENT LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
51,261,899 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
51,261,899 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,261,899 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 535919203 | 13D | Page 6 of 9 Pages |
1 |
NAMES OF REPORTING PERSONS
MARK H. RACHESKY, M.D. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
51,299,288 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
51,299,288 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,299,288 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
Page 7 of 9 Pages
8 | ||||
8 | ||||
8 | ||||
8 | ||||
9 |
Page 8 of 9 Pages
This statement on Schedule 13D (this Statement) amends and supplements, as Amendment No. 13, the Schedule 13D filed on March 18, 2009 (the Original Schedule 13D), which was amended on July 13, 2009 by Amendment No. 1 to the Original Schedule 13D (Amendment No. 1), on September 17, 2009 by Amendment No. 2 to the Original Schedule 13D (Amendment No. 2), on October 26, 2009 by Amendment No. 3 to the Original Schedule 13D (Amendment No. 3), on July 21, 2010 by Amendment No. 4 to the Original Schedule 13D (Amendment No. 4), on July 30, 2010 by Amendment No. 5 to the Original Schedule 13D (Amendment No. 5), on January 10, 2011 by Amendment No. 6 to the Original Schedule 13D (Amendment No. 6), on September 1, 2011 by Amendment No. 7 to the Original Schedule 13D (Amendment No. 7), on September 8, 2011 by Amendment No. 8 to the Original Schedule 13D (Amendment No. 8), on September 15, 2011 by Amendment No. 9 to the Original Schedule 13D (Amendment No. 9), on October 17, 2011 by Amendment No. 10 to the Original Schedule 13D (Amendment No. 10), on January 19, 2012 by Amendment No. 11 to the Original Schedule 13D (Amendment No. 11) and on February 6, 2012 by Amendment No. 12 to the Original Schedule 13D (Amendment No. 12 and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11, the Schedule 13D), and relates to common shares, no par value per share (the Common Shares), of Lions Gate Entertainment Corp. (the Issuer). The securities reported herein were previously reported on Schedule 13G, filed on August 19, 2005, as amended on January 26, 2006, June 22, 2007, February 14, 2008, September 22, 2008 and March 9, 2009. Capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 12.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
In connection with the proposed sale of Common Shares by certain selling securityholders pursuant to that certain registration statement on Form S-3 filed with the SEC on May 10, 2012 (the Secondary Offering), on May 10, 2012, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Fund Management and Dr. Rachesky (collectively, the MHR Group) entered into that certain agreement (the Waiver), whereby the MHR Group agreed to waive rights to sell Common Shares in the Secondary Offering that the MHR Group holds pursuant to that certain registration rights agreement, dated as of October 22, 2009, between the MHR Group and the Issuer.
The foregoing discussion of the Waiver is qualified in its entirety by reference to the full text of the Waiver, which is attached as Exhibit 1 of Item 7 to this Statement and incorporated into this Item 4 by reference.
Item 5. | Interest in Securities of the Issuer. |
Item 5(c) is hereby amended and restated as follows:
(c) The following table describes transactions in the Common Shares that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a) of this Item 5:
Transaction Date |
Persons Named in Item 5(a) |
Shares Acquired |
Price Per Share |
Description & Transaction | ||||
April 2, 2012 |
Dr. Rachesky | 4,592 | $0 | Director Share Grant |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The information set forth in Item 4 above and Exhibit 1 of Item 7 to this Statement is incorporated into this Item 6 by reference.
Item 7. | Material to be Filed as Exhibits. |
1. Waiver, dated as of May 10, 2012, executed by Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III, Fund Management and Dr. Rachesky.
Page 9 of 9 Pages
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Date: May 14, 2012 | MHR INSTITUTIONAL ADVISORS II LLC | |||
By: | /s/ Mark H. Rachesky | |||
Name: Mark H. Rachesky | ||||
Title: President | ||||
MHR INSTITUTIONAL PARTNERS III LP | ||||
By: | MHR Institutional Advisors III LLC, its General Partner | |||
By: | /s/ Mark H. Rachesky | |||
Name: Mark H. Rachesky | ||||
Title: President | ||||
MHR INSTITUTIONAL ADVISORS III LLC | ||||
By: | /s/ Mark H. Rachesky | |||
Name: Mark H. Rachesky | ||||
Title: President | ||||
MHR FUND MANAGEMENT LLC | ||||
By: | /s/ Mark H. Rachesky | |||
Name: Mark H. Rachesky | ||||
Title: Managing Principal | ||||
MARK H. RACHESKY, M.D. | ||||
By: | /s/ Mark H. Rachesky |
Exhibit 1
NOTICE AND WAIVER OF PIGGYBACK REGISTRATION RIGHTS
Effective as of May 10, 2012, the undersigned entities (collectively, MHR Group), being shareholders of Lions Gate Entertainment Corp, a corporation organized under the laws of the Province of British Columbia (the Company), agree as follows:
1. The Company and Lions Gate Entertainment Inc. have filed a Registration Statement on Form S-3, (the Registration Statement) for the offer and resale of (i) $45,000,000 principal aggregate amount of 4.00% Convertible Senior Subordinated Notes due 2017 (the Notes) together with the related guarantee on the Notes, (ii) up to 4,285,714 common shares issuable upon conversion of such Notes and (iii) 5,837,781 common shares issued in connection with the acquisition of Summit Entertainment, LLC, by the selling securityholders identified in the prospectus included in the Registration Statement (the Secondary Offering).
2. MHR Group and the Company are party to that certain registration rights agreement, dated as of October 22, 2009 (the Registration Rights Agreement). Capitalized terms used but not defined in this notice and waiver (the Waiver) shall have the meanings ascribed thereto in the Registration Rights Agreement.
3. MHR Group understands that pursuant to Section 3.1 of the Registration Rights Agreement, it is entitled to notice (the Registration Notice) of the Secondary Offering.
4. MHR Group understands that, pursuant to Section 3.1 of the Registration Rights Agreement, MHR Group has the right to request that the Company use its reasonable efforts to include in the Secondary Offering any Registrable Securities requested by MHR Group (the Piggyback Registration Right).
5. MHR Group hereby waives the right to the Registration Notice and waives the Piggyback Registration Right only with respect to the Secondary Offering.
6. Except as expressly set forth herein, the Registration Rights Agreement is unmodified and remains in full force and effect and the execution of this letter agreement by the MHR Group does not and shall not constitute a waiver of any other rights or remedies to which the MHR Group is entitled pursuant to the Registration Rights Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, each MHR Group member has executed this Waiver with the intent and agreement that the same shall be effective as of the date first written above.
MHR CAPITAL PARTNERS MASTER ACCOUNT LP | ||
MHR CAPITAL PARTNERS (100) LP | ||
By: MHR Advisors LLC | ||
Its: General Partner | ||
By: | /s/ Mark H. Rachesky | |
Name: Mark H. Rachesky | ||
Title: President | ||
Date: May 10, 2012 | ||
MHR INSTITUTIONAL PARTNERS II LP | ||
MHR INSTITUTIONAL PARTNERS IIA LP | ||
By: MHR Institutional Advisors II LLC | ||
Its: General Partner | ||
By: | /s/ Mark H. Rachesky | |
Name: Mark H. Rachesky | ||
Title: President | ||
Date: May 10, 2012 | ||
MHR INSTITUTIONAL PARTNERS III LP | ||
By: MHR Institutional Advisors III LLC Its: General Partner | ||
By: | /s/ Mark H. Rachesky | |
Name: Mark H. Rachesky | ||
Title: President | ||
Date: May 10, 2012 | ||
MHR FUND MANAGEMENT LLC | ||
By: | /s/ Mark H. Rachesky | |
Name: Mark H. Rachesky | ||
Title: Managing Principal | ||
Date: May 10, 2012 | ||
MARK H. RACHESKY, M.D. | ||
By: | /s/ Mark H. Rachesky | |
Date: May 10, 2012 |