Agreement Enhances Balance Sheets of
Lionsgate's Studio and STARZ Businesses in Anticipation of Full
Separation
SANTA
MONICA, Calif. and VANCOUVER,
BC, May 2, 2024 /PRNewswire/ -- Lions Gate
Entertainment Corp. (Lionsgate) announced today that it has entered
into an Exchange Agreement with Lions Gate Capital Holdings 1, Inc.
and Lions Gate Capital Holdings LLC, wholly-owned subsidiaries of
Lionsgate, and certain holders of its previously issued 5.500%
Senior Notes due 2029. Under the terms of the agreement,
approximately $383 million in
aggregate principal amount of the Existing Notes will be exchanged
for New Notes to be issued by Lions Gate Capital Holdings 1,
Inc.
The New Notes will facilitate the anticipated full separation of
the Company's Studio Business and STARZ Business. Prior to the
anticipated separation, the New Notes will bear interest at a rate
of 5.500% per year and mature in 2029. Upon separation, the New
Notes will be part of the Studio Business capital structure, bear
interest at a rate of 6.000% per year and have their maturity
extended to 2030. The completion of transactions under the
Exchange Agreement is subject to the satisfaction of certain
customary closing conditions.
Lionsgate noted that the Exchange Agreement enhances the balance
sheets of its Studio and STARZ Businesses in anticipation of a full
separation.
Wachtell, Lipton, Rosen &
Katz served as legal advisor to Lionsgate. Perella Weinberg
Partners LP served as financial advisor and White & Case LLP
served as legal advisor to the noteholders party to the Exchange
Agreement.
No Offer or Solicitation
This press release is not
intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. In particular, this communication
is not an offer of securities for sale into the United States or any other jurisdiction.
No offer of securities shall be made in the United States absent registration under
the Securities Act of 1933, as amended, or pursuant to an exemption
from, or in a transaction not subject to, such registration
requirements.
Forward-Looking Statements
This press release contains
certain statements that may constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act, and
Section 21E of the Exchange Act. Forward-looking statements
include, but are not limited to, statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions. The words
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "may," "might," "plan," "possible," "potential,"
"predict," "project," "seek," "should," "target," "would" and
similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements may include, for
example, statements about the Company's ability to effectuate the
transactions contemplated by the Exchange Agreement (the
"Transactions") or the separation of the Studio Business and the
STARZ Business of the Company; the benefits of the Transactions;
changes in the Company's strategy, future operations, financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management. These
forward-looking statements are based on information available as of
the date of this release, and current expectations, forecasts and
assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing the Company's views as of any
subsequent date, and the Company does not undertake any obligation
to update forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as may be
required under applicable securities laws. The Company cannot give
any assurance that the Company will achieve its expectations. You
should not place undue reliance on these forward-looking
statements. As a result of a number of known and unknown risks and
uncertainties, the Company's actual results or performance may be
materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual
results to differ include: (i) the timing to complete the
Transactions or the separation of the Studio Business and the STARZ
Business of the Company; (ii) the occurrence of any event, change
or other circumstances that could give rise to the termination of
the Exchange Agreement; (iii) the outcome of any legal, regulatory
or governmental proceedings that may be instituted against the
Company or any investigation or inquiry following announcement of
the transaction, including in connection with the Transactions;
(iv) the risk that the Transactions disrupt current plans and
operations of the Company; (v) the ability to recognize the
anticipated benefits of the Transactions; (vi) unexpected costs
related to the Transactions; (vii) the possibility that the Company
may be adversely affected by other economic, business, and/or
competitive factors; (viii) operational risks; (ix) litigation and
regulatory enforcement risks, including the diversion of management
time and attention and the additional costs and demands on the
Company's resources; (x) the risk that the consummation of the
Transactions is substantially delayed or does not occur; and
(xviii) other risks and uncertainties indicated from time to time
in the annual report on Form 10-K (the "Form 10-K") filed with the
Securities and Exchange Commission on May
25, 2023, the quarterly report on Form 10-Q filed with the
Securities and Exchange Commission on February 8, 2024, including those under "Risk
Factors" in the Form 10-K, and in the other periodic reports and
other filings of the Company with the Securities and Exchange
Commission.
About Lionsgate
Lionsgate (NYSE: LGF.A, LGF.B)
encompasses world-class motion picture and television studio
operations aligned with the STARZ premium global subscription
platform to bring a unique and varied portfolio of entertainment to
consumers around the world. The Company's film, television,
subscription and location-based entertainment businesses are backed
by a 20,000+ title library and a valuable collection of iconic film
and television franchises. A digital age company driven by
its entrepreneurial culture and commitment to innovation, the
Lionsgate brand is synonymous with bold, original, relatable
entertainment for audiences worldwide.
For investor inquiries, please contact:
Nilay Shah
nshah@lionsgate.com
310-255-3651
For media inquiries, please contact:
Peter D. Wilkes
pwilkes@lionsgate.com
310-255-3726
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SOURCE Lionsgate
