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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No.
7 to SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or
13(e)(1) of the Securities Exchange Act of 1934 LIONS GATE ENTERTAINMENT CORP. (Name of Subject Company (Issuer)) Icahn
Partners LP Icahn Partners Master Fund LP Icahn Partners Master Fund II LP Icahn Partners Master Fund III LP
Icahn Fund S.à r.l. Daazi Holding B.V. High River Limited Partnership Hopper Investments LLC Barberry Corp. Icahn Onshore LP Icahn Offshore LP Icahn Capital LP IPH GP LLC Icahn Enterprises Holdings L.P. Icahn Enterprises G.P. Inc. Beckton Corp. 7508921 Canada Inc. Carl C. Icahn Ronald G. Atkey, in his capacity as the sole trustee of
the LGE Trust (Names of Filing Persons (Offerors)) Common Shares, no par value per share (Title of Class of Securities) 535919203 (CUSIP Number of Class of Securities) Keith L. Schaitkin, Esq. Associate General Counsel Icahn Associates Corp. and Affiliated Companies 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4329 (Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on behalf of Filing Persons) Copies to:
Donald C. Ross, Esq. Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian
Place Toronto, Ontario M5X 1B8 (416) 362-2111 Jason J. Comerford, Esq. Osler, Hoskin & Harcourt LLP 620 8th Avenue, 36th
Floor New York, New York 10018 (212) 867-5800 CALCULATION
OF FILING FEE Estimated solely for the purpose of calculating the fee in accordance with the Rule 0-11 of the Securities Exchange Act of 1934.
The amount of the fee is based upon the product of 141,382,246 Lions Gate common shares issued and outstanding (which includes Lions Gate common
shares underlying currently outstanding stock options and restricted share units of Lions Gate) as reported by Lions Gate in its public filings with the Securities and Exchange Commission (less the 44,642,069 Lions Gate common shares held by the
Offeror) at a price of US$7.50 per share. Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid: $51,731.81 Filing Party: Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP,
Icahn Fund S.à r.l., Daazi Holding B.V., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc.,
Beckton Corp., 7508921 Canada Inc., Carl C. Icahn and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust Schedule TO-T and Amendment No. 3 thereto July 20, 2010 and August 31, 2010, respectively Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement
relates: third-party tender offer subject to Rule 14d-1. issuer tender offer subject to Rule 13e-4. going-private transaction subject to Rule 13e-3. amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
COMBINED SCHEDULE TO AND AMENDMENT NO. 44 TO SCHEDULE 13D This Amendment No. 7 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO filed on July 20, 2010, as previously amended and supplemented by Amendment No. 1
thereto filed on July 26, 2010, Amendment No. 2 thereto filed on August 11, 2010, Amendment No. 3 thereto filed on August 31, 2010, Amendment No. 4 thereto filed on October 12, 2010, Amendment No. 5 thereto filed on October 22, 2010 and Amendment
No. 6 thereto filed on October 29, 2010, on behalf of Icahn Partners LP, a limited partnership governed by the laws of Delaware, Icahn Partners Master Fund LP, a limited partnership governed by the laws of the Cayman Islands, Icahn
Partners Master Fund II LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Partners Master Fund III LP, a limited partnership governed by the laws of the Cayman Islands, Icahn Fund S.à r.l., a limited liability
company governed by the laws of Luxembourg, Daazi Holding B.V., a limited liability company governed by the laws of The Netherlands, High River Limited Partnership, a limited partnership governed by the laws of Delaware, Hopper Investments
LLC, a limited liability company governed by the laws of Delaware, Barberry Corp., a corporation governed by the laws of Delaware, Icahn Onshore LP, a limited partnership governed by the laws of Delaware, Icahn Offshore LP, a limited partnership
governed by the laws of Delaware, Icahn Capital LP, a limited partnership governed by the laws of Delaware, IPH GP LLC, a limited liability company governed by the laws of Delaware, Icahn Enterprises Holdings L.P., a limited partnership governed by
the laws of Delaware, Icahn Enterprises G.P. Inc., a corporation governed by the laws of Delaware, Beckton Corp., a corporation governed by the laws of Delaware, 7508921 Canada Inc., a corporation governed by the laws of Canada, Carl C. Icahn and
Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust, relating to the offer by Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, High River Limited Partnership,
Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc. and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust (the Offeror), to purchase up to all of the issued and outstanding common shares (the
Shares) of Lions Gate Entertainment Corp. (Lions Gate), upon the terms and subject to the conditions set forth in the Offer to Purchase and Circular, dated July 20, 2010, as amended and supplemented from
time to time (the Offer and Circular), and in the related Letter of Acceptance and Transmittal (the Letter of Transmittal) and Notice of Guaranteed Delivery (which, together with this Amendment and any other
amendments or supplements thereto, constitute the Offer). The information set forth in the Offer and Circular and the related Letter of Transmittal and Notice of Guaranteed Delivery, as amended by this Amendment, is incorporated
by reference with respect to Items 1 through 11 of this Schedule TO. The Offer is only to purchase the Shares and is not made for any options, warrants or other rights to acquire Shares. As permitted by General Instruction G to Schedule TO, this Amendment No. 7 to Schedule TO is also an amendment to the joint statement on
Schedule 13D filed on October 20, 2008 by the Offeror (other than Icahn Fund S.à r.l., Daazi Holding B.V., 7508921 Canada Inc. and Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust).
CUSIP No. 535919203 NAME OF REPORTING
PERSON High River Limited Partnership CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8,954,490 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 8,954,490 10 SHARED DISPOSITIVE
POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 8,954,490 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 7.45%* 14 TYPE OF REPORTING
PERSON PN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Hopper Investments LLC CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 8,954,490 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 8,954,490 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 8,954,490 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 7.45%* 14 TYPE OF REPORTING
PERSON OO This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on
August 9, 2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the
validity of such issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Barberry Corp. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 8,954,490 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 8,954,490 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 8,954,490 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 7.45%* 14 TYPE OF REPORTING
PERSON CO This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Icahn Partners Master Fund LP CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 15,372,255 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 15,372,255 10 SHARED DISPOSITIVE
POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 15,372,255 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.80%* 14 TYPE OF REPORTING
PERSON PN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Icahn Partners Master Fund II
LP CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 5,381,689 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 5,381,689 10 SHARED DISPOSITIVE
POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 5,381,689 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 4.48%* 14 TYPE OF REPORTING
PERSON PN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Icahn Partners Master Fund III
LP CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Cayman
Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 2,032,423 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,032,423 10 SHARED DISPOSITIVE
POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 2,032,423 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 1.69%* 14 TYPE OF REPORTING
PERSON PN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Icahn Offshore LP CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 22,786,367 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 22,786,367 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 22,786,367 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 18.97%* 14 TYPE OF REPORTING
PERSON PN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Icahn Partners LP CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 13,031,594 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 13,031,594 10 SHARED DISPOSITIVE
POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 13,031,594 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 10.85%* 14 TYPE OF REPORTING
PERSON PN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Icahn Onshore LP CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 13,031,594 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 13,031,594 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 13,031,594 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 10.85%* 14 TYPE OF REPORTING
PERSON PN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Icahn Capital LP CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 35,817,961 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 35,817,961 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 35,817,961 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 29.81%* 14 TYPE OF REPORTING
PERSON PN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON IPH GP LLC CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 35,817,961 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 35,817,961 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 35,817,961 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 29.81%* 14 TYPE OF REPORTING
PERSON OO This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Icahn Enterprises Holdings L.P. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 35,817,961 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 35,817,961 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 35,817,961 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 29.81%* 14 TYPE OF REPORTING
PERSON PN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Icahn Enterprises G.P. Inc. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 35,817,961 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 35,817,961 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 35,817,961 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 29.81%* 14 TYPE OF REPORTING
PERSON CO This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Beckton Corp. CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS WC CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 35,817,961 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 35,817,961 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 35,817,961 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 29.81%* 14 TYPE OF REPORTING
PERSON CO This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
CUSIP No. 535919203 NAME OF REPORTING
PERSON Carl C. Icahn CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ SEC USE
ONLY SOURCE OF
FUNDS CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ CITIZENSHIP OR
PLACE OF ORGANIZATION United States
of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 44,772,451 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE
POWER 44,772,451 11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 44,772,451 12 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ¨ 13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 37.27%* 14 TYPE OF REPORTING
PERSON IN This percentage is based upon the 136,244,246 Shares outstanding as of August 1, 2010, as reported by Lions Gate in its Form 10-Q filed on August 9,
2010, minus the 16,236,305 Shares issued on July 20, 2010 to a director of Lions Gate, as reported by Lions Gate in its Form 8-K filed on July 21, 2010, which were not included in the calculation of percentage ownership because the validity of such
issuance is in dispute.
Transaction Valuation:
Amount of Filing Fee:
$725,551,328(1)
$51,731.81(2)
(1)
(2)
x
Form or registration no.:
Date Filed:
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Item 12. | Exhibits |
Exhibit |
Description | |
(a)(5)(ix) |
Press release dated November 2, 2010 (filed herewith) |
Item 13. | Information Required by Schedule 13E-3 |
Not applicable.
SIGNATURES
After due 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.
ICAHN PARTNERS LP | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
ICAHN PARTNERS MASTER FUND LP | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
ICAHN PARTNERS MASTER FUND II LP | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
ICAHN PARTNERS MASTER FUND III LP | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
ICAHN FUND S.À R.L. | ||
By: |
/S/ KEITH COZZA | |
Name: |
Keith Cozza | |
Title: |
Chief Executive Officer |
DAAZI HOLDING B.V. | ||
By: |
/S/ KEITH COZZA | |
Name: |
Keith Cozza | |
Title: |
Chief Executive Officer |
HIGH RIVER LIMITED PARTNERSHIP | ||
BY: | Hopper Investments LLC, its general partner | |
BY: | Barberry Corp., its sole member | |
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
HOPPER INVESTMENTS LLC | ||
BY: |
Barberry Corp., its sole member | |
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
BARBERRY CORP. | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
ICAHN ONSHORE LP | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
ICAHN OFFSHORE LP | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
ICAHN CAPITAL LP | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
IPH GP LLC | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
ICAHN ENTERPRISES HOLDINGS L.P. BY: Icahn Enterprises G.P. Inc., its general partner | ||
By: |
/S/ DOMINICK RAGONE | |
Name: |
Dominick Ragone | |
Title: |
Chief Financial Officer |
ICAHN ENTERPRISES G.P. INC. | ||
By: |
/S/ DOMINICK RAGONE | |
Name: |
Dominick Ragone | |
Title: |
Chief Financial Officer |
BECKTON CORP. | ||
By: |
/S/ EDWARD MATTNER | |
Name: |
Edward Mattner | |
Title: |
Authorized Signatory |
7508921 CANADA INC. | ||
By: |
/S/ KEITH COZZA | |
Name: |
Keith Cozza | |
Title: |
Chief Executive Officer |
/S/ CARL C. ICAHN | ||
Name: | Carl C. Icahn |
/S/ RONALD G. ATKEY | ||
Name: | Ronald G. Atkey, in his capacity as the sole trustee of the LGE Trust |
Date: November 2, 2010
EXHIBIT INDEX
Exhibit |
Description | |
(a)(1)(i) |
Offer to Purchase and Circular, dated July 20, 2010 (previously filed) | |
(a)(1)(ii) |
Letter of Acceptance and Transmittal (previously filed) | |
(a)(1)(iii) |
Notice of Guaranteed Delivery (previously filed) | |
(a)(1)(iv) |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (previously filed) | |
(a)(1)(v) |
Letter to Clients (previously filed) | |
(a)(1)(vi) |
Notice of Variation and Extension dated August 11, 2010 (previously filed) | |
(a)(1)(vii) |
Notice of Variation dated August 31, 2010 (previously filed) | |
(a)(1)(viii) |
Notice of Variation and Extension dated October 22, 2010 (previously filed) | |
(a)(1)(ix) |
Notice of Extension dated October 29, 2010 (previously filed) | |
(a)(5)(i) |
Summary Advertisement of the Offeror dated July 20, 2010 (previously filed) | |
(a)(5)(ii) |
Press release dated July 20, 2010 (previously filed) | |
(a)(5)(iii) |
Press release dated July 26, 2010 (previously filed) | |
(a)(5)(iv) |
Press release dated August 11, 2010 (previously filed) | |
(a)(5)(v) |
Press release dated August 31, 2010 (previously filed) | |
(a)(5)(vi) |
Press release dated October 12, 2010 (previously filed) | |
(a)(5)(vii) |
Press release dated October 22, 2010 (previously filed) | |
(a)(5)(viii) |
Press release dated October 28, 2010 (previously filed) | |
(a)(5)(ix) |
Press release dated November 2, 2010 (filed herewith) | |
(h)(1)(i) |
Opinion of Osler, Hoskin & Harcourt LLP regarding Material Canadian Federal Income Tax Considerations dated July 20, 2010 (previously filed) | |
(h)(1)(ii) |
Opinion of Osler, Hoskin & Harcourt LLP regarding Material U.S. Federal Income Tax Considerations dated July 20, 2010 (previously filed) |
Exhibit (a)(5)(ix)
FOR IMMEDIATE RELEASE
ICAHN TO APPEAL COURT DECISION REGARDING LIONS GATE
SHARE ISSUANCE TO DIRECTOR MARK RACHESKY
New York, New York, November 2, 2010
Contact: Susan Gordon (212) 702-4309
Carl C. Icahn and affiliates announced today that they will appeal yesterdays decision by the Supreme Court of British Columbia dismissing their petition to set aside the July 20, 2010 transactions in which Lions Gate Entertainment Corp. issued 16,236,305 common shares at a price of $6.20 per share to an investment fund controlled by director Mark Rachesky.
The terms and conditions of the tender offer by Mr. Icahns affiliates to acquire any and all of Lions Gates outstanding common shares for $7.50 per share, which will expire at 11:59 p.m., Vancouver time, on November 12, 2010, unless extended or withdrawn, are set forth in an Offer to Purchase, Letter of Transmittal and other related materials that have been distributed to holders of Lions Gates common shares and were filed with the SEC as exhibits to the Icahn Groups amended Schedule TO and with the Canadian securities authorities on SEDAR. Shareholders with questions about the tender offer may call D.F. King & Co., Inc., the Information Agent, toll-free at 800-859-8511 (banks and brokers call 212-269-5550).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE NOR A SOLICITATION FOR ACCEPTANCE OF THE OFFER DESCRIBED ABOVE. THE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE ICAHN GROUP HAS FILED WITH THE SEC AS EXHIBITS TO ITS AMENDED SCHEDULE TO AND WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR AND HAS DISTRIBUTED TO HOLDERS OF COMMON SHARES. HOLDERS OF COMMON SHARES SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. HOLDERS OF COMMON SHARES MAY OBTAIN A FREE COPY OF THE AMENDED TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE ICAHN GROUP HAS FILED (1) WITH THE SEC AT THE SECS WEB SITE AT WWW.SEC.GOV AND (2) WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR AT WWW.SEDAR.COM.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
CARL C. ICAHN AND HIS AFFILIATES FROM THE SHAREHOLDERS OF LIONS GATE ENTERTAINMENT CORP. (LIONS GATE) FOR USE AT THE NEXT MEETING OF SHAREHOLDERS OF LIONS GATE AT WHICH INDIVIDUALS WILL BE ELECTED TO THE BOARD OF DIRECTORS OF LIONS GATE, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF LIONS GATE AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECS WEBSITE AT WWW.SEC.GOV AND ON SEDAR AT WWW.SEDAR.COM. INFORMATION RELATING TO PARTICIPANTS, OTHER THAN BRETT ICAHN, IN SUCH PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE TO FILED WITH THE SEC ON JULY 20, 2010 AND INFORMATION RELATING TO BRETT ICAHN IS CONTAINED IN THE SCHEDULE 14A FILED WITH THE SEC ON JULY 20, 2010.