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. 14)*
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)
December 31, 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 19 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 19 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 19 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)
27.6% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
CUSIP No. 535919203 | 13D | Page 4 of 19 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)
27.6% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 535919203 | 13D | Page 5 of 19 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MHRC II LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
N/A | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7% | |||||
14 |
TYPE OF REPORTING PERSON*
OO |
CUSIP No. 535919203 | 13D | Page 6 of 19 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)
35.1% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 535919203 | 13D | Page 7 of 19 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MHR HOLDINGS LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
3 | SEC USE ONLY ¨
| |||||
4 | SOURCE OF FUNDS*
N/A | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED ¨ PURSUANT TO ITEM 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.1% | |||||
14 |
TYPE OF REPORTING PERSON*
OO |
CUSIP No. 535919203 | 13D | Page 8 of 19 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
51,305,217 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
51,305,217 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,305,217 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.1% | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN;HC |
Page 9 of 19 Pages
10 | ||||
12 | ||||
16 | ||||
17 |
Page 10 of 19 Pages
This statement on Schedule 13D (this Statement) amends and supplements, as Amendment No. 14, 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), on February 6, 2012 by Amendment No. 12 to the Original Schedule 13D (Amendment No. 12) and on May 14, 2012 by Amendment No. 13 to the Original Schedule 13D (Amendment No. 13, and, together with the Original Schedule 13D, Amendment No. 1 through Amendment No. 12, 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. 13.
This Statement is being filed by the Reporting Persons (as defined below) to, among other things, report the addition of MHRC II LLC (MHRC II) as a Reporting Person solely as a result of a transfer of Mark H. Rachesky, M.D.s (Dr. Rachesky) membership interests in MHR Institutional Advisors II LLC (Institutional Advisors II) to MHRC II.
Item 2. Identity and Background.
Item 2 is hereby amended by deleting such item in its entirety and replacing it with the following:
This Statement is being filed on behalf of each of the following persons (collectively, the Reporting Persons):
1. MHR Institutional Partners IIA LP (Institutional Partners IIA);
2. Institutional Advisors II;
3. MHR Institutional Partners III LP (Institutional Partners III);
4. MHR Institutional Advisors III LLC (Institutional Advisors III);
5. MHRC II;
6. MHR Fund Management LLC (Fund Management);
7. MHR Holdings LLC (MHR Holdings); and
Page 11 of 19 Pages
8. Dr. Rachesky.
This Statement relates to Common Shares held for the accounts of each of MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies (Master Account), MHR Capital Partners (100) LP (Capital Partners (100)), MHR Institutional Partners II LP (Institutional Partners II), Institutional Partners IIA and Institutional Partners III, each (other than Master Account) a Delaware limited partnership. MHR Advisors LLC, a Delaware limited liability company (Advisors), is the general partner of each of Master Account and Capital Partners (100) and, in such capacity, may be deemed to beneficially own the Common Shares held for the accounts of each of Master Account and Capital Partners (100). Institutional Advisors II is the general partner of each of Institutional Partners II and Institutional Partners IIA and, in such capacity, may be deemed to beneficially own the Common Shares held for the accounts of each of Institutional Partners II and Institutional Partners IIA. Institutional Advisors III is the general partner of Institutional Partners III and, in such capacity, may be deemed to beneficially own the Common Shares held for the account of Institutional Partners III. Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the Common Shares reported herein and, accordingly, Fund Management may be deemed to beneficially own the Common Shares reported herein which are held for the accounts of each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III. MHR Holdings, a Delaware limited liability company, is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own the Common Shares that are deemed to be beneficially owned by Fund Management. MHRC LLC, a Delaware limited liability company (MHRC), is the managing member of Advisors and, in such capacity, may be deemed to beneficially own the Common Shares held for the accounts of each of Master Account and Capital Partners (100). MHRC II is the managing member of Institutional Advisors II and, in such capacity, may be deemed to beneficially own the Common Shares held for the accounts of each of Institutional Partners II and Institutional Partners IIA.
Dr. Rachesky is the managing member of MHRC and, in such capacity, may be deemed to beneficially own the Common Shares held for the accounts of each of Master Account and Capital Partners (100). Dr. Rachesky is the managing member of MHRC II and, in such capacity, may be deemed to beneficially own the Common Shares held for the accounts of each of Institutional Partners II and Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors III and, in such capacity, may be deemed to beneficially own the Common Shares held for the account of Institutional Partners III. Dr. Rachesky is the managing member of MHR Holdings and, in such capacity, may be deemed to beneficially own the Common Shares held for the accounts of each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.
The Reporting Persons:
The principal business of each of Institutional Partners IIA and Institutional Partners III is investment in securities.
Institutional Advisors II is a Delaware limited liability company and the general partner of Institutional Partners II and Institutional Partners IIA. The principal business of Institutional Advisors II is to provide management and advisory services to each of Institutional Partners II and Institutional Partners IIA. Institutional Advisors III is a Delaware limited liability company
Page 12 of 19 Pages
and the general partner of Institutional Partners III. The principal business of Institutional Advisors III is to provide management and advisory services to Institutional Partners III. MHRC II is a Delaware limited liability company and the managing member of Institutional Advisors II. The principal business of MHRC II is to serve as the managing member of Institutional Advisors II. Fund Management is a Delaware limited liability company. The principal business of Fund Management is to provide management and advisory services to each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III and to other affiliated entities. MHR Holdings is a Delaware limited liability company and the managing member of Fund Management. The principal business of MHR Holdings is to act as the managing member of Fund Management.
Current information concerning the identity and background of the directors and officers of Institutional Advisors II, Institutional Advisors III, MHRC II, Fund Management and MHR Holdings is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. Dr. Rachesky is the managing member of MHRC, MHRC II, Institutional Advisors III and MHR Holdings. The principal occupation of Dr. Rachesky, a United States citizen, is investment management.
Each Reporting Persons principal business address is 40 West 57th Street, 24th Floor, New York, New York 10019.
During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which he or it has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated as follows:
The percentages set forth in this Statement are based on information contained in the Issuers Form 10-Q for the quarterly period ended September 30, 2012, which disclosed that there were 146,090,466 Common Shares outstanding as of November 1, 2012.
(a) (i) Master Account may be deemed to be the beneficial owner of 2,370,023 Common Shares held for its own account (approximately 1.6% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
(ii) Capital Partners (100) may be deemed to be the beneficial owner of 316,650 Common Shares held for its own account (approximately 0.2% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
(iii) Advisors may be deemed to be the beneficial owner of 2,686,673 Common Shares (approximately 1.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 2,370,023 Common Shares held for the account of Master Account and (B) 316,650 Common Shares held for the account of Capital Partners (100).
Page 13 of 19 Pages
(iv) Institutional Partners II may be deemed to be the beneficial owner of 2,352,223 Common Shares held for its own account (approximately 1.6% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
(v) Institutional Partners IIA may be deemed to be the beneficial owner of 5,925,953 Common Shares held for its own account (approximately 4.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
(vi) Institutional Advisors II may be deemed to be the beneficial owner of 8,278,176 Common Shares (approximately 5.7% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) 2,352,223 Common Shares held for the account of Institutional Partners II and (B) 5,925,953 Common Shares held for the account of Institutional Partners IIA.
(vii) Institutional Partners III may be deemed to be the beneficial owner of 40,297,050 Common Shares held for its own account (approximately 27.6% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act).
(viii) Institutional Advisors III may be deemed to be the beneficial owner of 40,297,050 Common Shares (approximately 27.6% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of 40,297,050 Common Shares held for the account of Institutional Partners III.
(ix) MHRC may be deemed the beneficial owner of 2,686,673 Common Shares (approximately 1.8% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in Item 5(a)(iii) by virtue of MHRCs position as the managing member of Advisors.
(x) MHRC II may be deemed the beneficial owner of 8,278,176 Common Shares (approximately 5.7% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in Item 5(a)(vi) by virtue of MHRC IIs position as the managing member of Institutional Advisors II.
(xi) Fund Management may be deemed to be the beneficial owner of 51,261,899 Common Shares (approximately 35.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5 by virtue of Fund Managements investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.
(xii) MHR Holdings may be deemed the beneficial owner of 51,261,899 Common Shares (approximately 35.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of all of the Common Shares otherwise described in this Item 5(a) by virtue of MHR Holdings position as the managing member of Fund Management.
(xiii) Dr. Rachesky may be deemed to be the beneficial owner of 51,305,217 Common Shares (approximately 35.1% of the total number of Common Shares outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (A) all of the Common Shares otherwise described in this Item 5 by virtue of Dr. Racheskys position as the managing member of each of MHRC, MHRC II, Institutional Advisors III and MHR Holdings, (B) 3,228 restricted share units, payable upon vesting in an equal number of Common Shares, which are scheduled to vest in three equal annual installments beginning on September 11, 2013, and (C) 40,090 Common Shares held directly.
Page 14 of 19 Pages
(b) (i) Master Account may be deemed to have (x) the sole power to direct the disposition of 2,370,023 Common Shares which may be deemed to be beneficially owned by Master Account as described above and (y) the sole power to direct the voting of 2,370,023 Common Shares which may be deemed to be beneficially owned by Master Account as described above.
(ii) Capital Partners (100) may be deemed to have (x) the sole power to direct the disposition of 316,650 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above and (y) the sole power to direct the voting of 316,650 Common Shares which may be deemed to be beneficially owned by Capital Partners (100) as described above.
(iii) Advisors may be deemed to have (x) the sole power to direct the disposition of 2,686,673 Common Shares which may be deemed to be beneficially owned by Advisors as described above and (y) the sole power to direct the voting of 2,686,673 Common Shares which may be deemed to be beneficially owned by Advisors as described above.
(iv) Institutional Partners II may be deemed to have (x) the sole power to direct the disposition of 2,352,223 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above and (y) the sole power to direct the voting of 2,352,223 Common Shares which may be deemed to be beneficially owned by Institutional Partners II as described above.
(v) Institutional Partners IIA may be deemed to have (x) the sole power to direct the disposition of 5,925,953 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above and (y) the sole power to direct the voting of 5,925,953 Common Shares which may be deemed to be beneficially owned by Institutional Partners IIA as described above.
(vi) Institutional Advisors II may be deemed to have (x) the sole power to direct the disposition of 8,278,176 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above and (y) the sole power to direct the voting of 8,278,176 Common Shares which may be deemed to be beneficially owned by Institutional Advisors II as described above.
(vii) Institutional Partners III may be deemed to have (x) the sole power to direct the disposition of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above and (y) the sole power to direct the voting of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Partners III as described above.
(viii) Institutional Advisors III may be deemed to have (x) the sole power to direct the disposition of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above and (y) the sole power to direct the voting of 40,297,050 Common Shares which may be deemed to be beneficially owned by Institutional Advisors III as described above.
Page 15 of 19 Pages
(ix) MHRC may be deemed to have (x) the sole power to direct the disposition of the 2,686,673 Common Shares which may be deemed to be beneficially owned by MHRC as described above, and (y) the sole power to direct the voting of 2,686,673 Common Shares which may be deemed to be beneficially owned by MHRC as described above.
(x) MHRC II may be deemed to have (x) the sole power to direct the disposition of 8,278,176 Common Shares which may be deemed to be beneficially owned by MHRC II as described above, and (y) the sole power to direct the voting of 8,278,176 Common Shares which may be deemed to be beneficially owned by MHRC II as described above.
(xi) Fund Management may be deemed to have (x) the sole power to direct the disposition of 51,261,899 Common Shares which may be deemed to be beneficially owned by Fund Management as described above and (y) the sole power to direct the voting of 51,261,899 Common Shares which may be deemed to be beneficially owned by Fund Management as described above.
(xii) MHR Holdings may be deemed to have (x) the sole power to direct the disposition of the 51,261,899 Common Shares which may be deemed to be beneficially owned by MHR Holdings as described above, and (y) the sole power to direct the voting of 51,261,899 Common Shares which may be deemed to be beneficially owned by MHR Holdings as described above.
(xiii) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 51,305,217 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above and (y) the sole power to direct the voting of 51,305,217 Common Shares which may be deemed to be beneficially owned by Dr. Rachesky as described above.
(c) None.
(d)(i) The partners of Master Account, including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Master Account in accordance with their partnership interests in Master Account.
(ii) The partners of Capital Partners (100), including Advisors, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Capital Partners (100) in accordance with their partnership interests in Capital Partners (100).
(iii) The partners of Institutional Partners II, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners II in accordance with their partnership interests in Institutional Partners II.
(iv) The partners of Institutional Partners IIA, including Institutional Advisors II, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners IIA in accordance with their partnership interests in Institutional Partners IIA.
(v) The partners of Institutional Partners III, including Institutional Advisors III, have the right to participate in the receipt of dividends from, or proceeds from the sale of, Common Shares held for the account of Institutional Partners III in accordance with their partnership interests in Institutional Partners III.
(e) Not Applicable.
Page 16 of 19 Pages
Item 7. | Material to be Filed as Exhibits |
Joint Filing Agreement, dated as of January 10, 2013, by and among MHR Institutional Advisors II LLC, MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHRC II LLC, MHR Fund Management LLC, MHR Holdings LLC, and Mark Rachesky M.D.
Page 17 of 19 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: January 10, 2013 | MHR INSTITUTIONAL ADVISORS II LLC | |||
By: | /s/ Janet Yeung | |||
Name: Janet Yeung | ||||
Title: Authorized Signatory | ||||
MHR INSTITUTIONAL PARTNERS III LP | ||||
By: | MHR Institutional Advisors III LLC, its General Partner | |||
By: | /s/ Janet Yeung | |||
Name: Janet Yeung | ||||
Title: Authorized Signatory | ||||
MHR INSTITUTIONAL ADVISORS III LLC | ||||
By: | /s/ Janet Yeung | |||
Name: Janet Yeung | ||||
Title: Authorized Signatory | ||||
MHRC II LLC | ||||
By: | /s/ Janet Yeung | |||
Name: Janet Yeung | ||||
Title: Authorized Signatory | ||||
MHR FUND MANAGEMENT LLC | ||||
By: | /s/ Janet Yeung | |||
Name: Janet Yeung | ||||
Title: Authorized Signatory | ||||
MHR HOLDINGS LLC | ||||
By: | /s/ Janet Yeung | |||
Name: Janet Yeung | ||||
Title: Authorized Signatory | ||||
MARK H. RACHESKY, M.D. | ||||
By: | /s/ Janet Yeung, Attorney-in-Fact |
Page 18 of 19 Pages
Annex A
Reporting Person |
Name/Citizenship |
Principal Occupation |
Business Address | |||
MHR Holdings |
Mark H. Rachesky, M.D. (United States) |
President and Managing Member | 40 West 57th Street 24th Floor New York, NY 10019 | |||
Fund Management |
Mark H. Rachesky, M.D. (United States) |
President | 40 West 57th Street 24th Floor New York, NY 10019 | |||
MHRC II |
Mark H. Rachesky, M.D. (United States) |
Managing Member |
40 West 57th Street 24th Floor New York, NY 10019 | |||
Institutional Advisors III |
Mark H. Rachesky, M.D. (United States) |
President and Managing Member | 40 West 57th Street 24th Floor New York, NY 10019 | |||
Institutional Advisors II |
Mark H. Rachesky, M.D. (United States) |
President | 40 West 57th Street 24th Floor New York, NY 10019 |
Page 19 of 19 Pages
Exhibit Index
Exhibit No. |
Description | |
1 | Joint Filing Agreement, dated as of January 10, 2013, by and among MHR Institutional Advisors II LLC, MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHRC II LLC, MHR Fund Management LLC, MHR Holdings LLC, and Mark Rachesky M.D. |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule 13D with respect to the Common Shares of Lions Gate Entertainment Corp, dated as of January 10, 2013, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: January 10, 2013 | MHR INSTITUTIONAL ADVISORS II LLC | |||||||||||
By: | /s/ Janet Yeung | |||||||||||
Name: Janet Yeung | ||||||||||||
Title: Authorized Signatory | ||||||||||||
MHR INSTITUTIONAL PARTNERS III LP | ||||||||||||
By: | MHR Institutional Advisors III LLC, its General Partner | |||||||||||
By: | /s/ Janet Yeung | |||||||||||
Name: Janet Yeung | ||||||||||||
Title: Authorized Signatory | ||||||||||||
MHR INSTITUTIONAL ADVISORS III LLC | ||||||||||||
By: | /s/ Janet Yeung | |||||||||||
Name: Janet Yeung | ||||||||||||
Title: Authorized Signatory | ||||||||||||
MHRC II LLC | ||||||||||||
By: | /s/ Janet Yeung | |||||||||||
Name: Janet Yeung | ||||||||||||
Title: Authorized Signatory | ||||||||||||
MHR FUND MANAGEMENT LLC | ||||||||||||
By: | /s/ Janet Yeung | |||||||||||
Name: Janet Yeung | ||||||||||||
Title: Authorized Signatory |
MHR HOLDINGS LLC | ||||||||||||
By: | /s/ Janet Yeung | |||||||||||
Name: Janet Yeung | ||||||||||||
Title: Authorized Signatory | ||||||||||||
MARK H. RACHESKY, M.D. | ||||||||||||
By: | /s/ Janet Yeung, Attorney in Fact |