Lions Gate Entertainment Corp. (NYSE:LGF.A) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
On April 5, 2017, Lions Gate Films Holdings Company #2, Inc.
(Lions Gate), a California corporation and a wholly-owned
subsidiary of Lions Gate Entertainment Corp. (the LGEC), a
corporation organized and existing under the corporate laws of
British Columbia, entered into a Membership Interest Purchase
Agreement (the Purchase Agreement) with 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).
to the Purchase Agreement, each of Lions Gate, VII and Paramount
will sell to MGM (the Purchase) one hundred percent (100%)
of their respective equity interest in Studio 3 Partners LLC, a
Delaware limited liability company (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 will hold one hundred
percent (100%) of the equity interests in the Company.
In consideration for the Transferred Interests, the Sellers will
receive an aggregate amount of $1,031,602,500. Lions Gate will
sell to MGM its 31.15% interest in the Company in consideration
for $397,166,700 payable as follows: (1) $23,362,500 will be 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 will be 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 Purchase Agreement contains customary representations and
warranties by each party with respect to itself and does not
contain any representations or warranties by Lions Gate with
respect to the Company or its business. MGM, Lions Gate and the
other Sellers have also agreed to various customary covenants and
agreements, including, among others, to use their respective
reasonable best efforts to secure required regulatory approvals,
subject to certain exceptions, and to use commercially reasonable
efforts to cause the Company to conduct its business in the
ordinary course and consistent with past practice during the
period between the execution of the Purchase Agreement and the
Closing.
The Closing is contingent on expiration of the waiting period
under the Hart-Scott-Rodino Act and other customary closing
conditions.
The Purchase Agreement contains certain termination rights for
each of MGM, Lions Gate, VII and Paramount. The Purchase
Agreement can be terminated by any party (1) by mutual written
consent; (2) if the Purchase has not been consummated by an
outside date of June 30, 2017 (which either party may generally
extend for an additional sixty (60) days if the only closing
condition that has not been met is the condition related to the
receipt of regulatory approvals); or (3) if there is a final and
non-appealable injunction or law restraining or prohibiting the
consummation of the Purchase. The Purchase Agreement can also be
terminated (a) by Lions Gate, VII or Paramount if MGM has
breached its representations, warranties or covenants in a way
that prevents satisfaction of a closing condition, subject to a
cure period and (b) by MGM if any of Lions Gate, VII or Paramount
has breached its representations, warranties or covenants in a
way that prevents satisfaction of a closing condition, subject to
a cure period.
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 hereto 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 7.01. Regulation FD Disclosure.
On April 5, 2017, MGM, VII and LGEC issued a joint press release
announcing the Purchase and entry into the Purchase Agreement. A
copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
The information in this Item 7.01 and the related Exhibit 99.1
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (Exchange Act), or
otherwise subject to the liabilities under that section and shall
not be deemed incorporated by reference into any filing by LGEC
under the Securities Act of 1933, as amended or the Exchange Act,
regardless of any general incorporation language contained in
such filing, unless otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are being furnished as part of this
report:
| Exhibit No. | Description | |
| Exhibit 2.1 |
Membership Interest Purchase Agreement dated April 5, 2017 among Lions Gate Films Holdings Company #2, Inc., Viacom International Inc., Paramount NMOC LLC, and Metro-Goldwyn-Mayer Studios Inc. |
|
| Exhibit 99.1 | Press Release dated April 5, 2017 |
Lions Gate Entertainment Corp. (NYSE:LGF.A) Recent Trading Information
Lions Gate Entertainment Corp. (NYSE:LGF.A) closed its last trading session down -0.70 at 25.61 with 710,078 shares trading hands.