Lions Gate Entertainment Corp. (NYSE:LGF.A) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 11, 2017, Lions Gate Films Holdings Company #2, Inc.
(Lions Gate), a California corporation and a wholly-owned
subsidiary of Lions Gate Entertainment Corp. (LGEC), a
corporation organized and existing under the corporate laws of
British Columbia, completed the previously announced sale of its
31.15% interest in Studio 3 Partners LLC, a Delaware limited
liability company (the Company) to a Membership Interest
Purchase Agreement (the Purchase Agreement) dated April 5,
2017 entered into among Lions Gate, Viacom International Inc., a
Delaware corporation (VII), Paramount NMOC LLC, a Delaware
limited liability company (Paramount, and together with
VII and Lions Gate, the Sellers), and Metro-Goldwyn-Mayer
Studios Inc., a Delaware corporation (MGM).
Each of Lions Gate, VII and Paramount sold to MGM (the
Purchase) one hundred percent (100%) of their respective
equity interest in the Company, representing, in the aggregate, a
80.91% interest in the Company (Transferred Interests).
Prior to the Purchase, MGM, Lions Gate, VII and Paramount were
joint venture partners in the Company. As a result of the
Purchase, MGM now holds one hundred percent (100%) of the equity
interests in the Company.
In consideration for the Transferred Interests, the Sellers
received an aggregate amount of $1,031,602,500. Lions Gate sold
to MGM its 31.15% interest in the Company in consideration for
$397,166,700 which was paid as follows: (1) $23,362,500 was paid
between the signing of the Purchase Agreement and the closing of
the Purchase (the Closing) as a member distribution, and
(2) $373,804,200 was paid upon Closing. Additionally, the
Purchase Agreement provides that the Sellers may be entitled to
receive additional payments in the event that MGM effects one or
more sales of equity securities or assets of the Company meeting
certain requirements during a specified time period for
consideration on a per unit basis above an agreed upon dollar
threshold.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement, which is filed as Exhibit
2.1 to the Current Report on Form 8-K filed by LGEC on April 5,
2017 and is incorporated herein by reference. Certain schedules
and annexures to the Purchase Agreement have been omitted to Item
601(b)(2) of Regulation S-K. LGEC agrees to furnish
supplementally to the Securities and Exchange Commission a copy
of any omitted schedule or annexure upon request.
Item 9.01 Financial Statements and Exhibits.
(b)Pro forma financial information
The pro forma financial information of LGEC for the sale by Lions
Gate of its interest in the Company required by this Item 9.01 is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The unaudited pro forma
condensed consolidated balance sheet information as of December
31, 2016 has been prepared as if the sale by Lions Gate of its
interest in the Company occurred on that date. The unaudited pro
forma condensed consolidated statement of income information for
the fiscal year ended March 31, 2016 has been prepared as if the
sale by Lions Gate of its interest in the Company occurred on
April 1, 2015, and the unaudited pro forma condensed consolidated
statement of operations information for the nine months ended
December 31, 2016 has been prepared as if the sale by Lions Gate
of its interest in the Company occurred on April 1, 2016.
(d)Exhibits
The following exhibits are being included as part of this report:
| Exhibit No. | Description | |
| Exhibit 2.1 |
Membership Interest Purchase Agreement dated April 5, 2017 |
|
| Exhibit 99.1 | Unaudited Pro Forma Financial Information |
Lions Gate Entertainment Corp. (NYSE:LGF.A) Recent Trading Information
Lions Gate Entertainment Corp. (NYSE:LGF.A) closed its last trading session down -0.50 at 25.65 with 519,364 shares trading hands.