Lions Gate Entertainment Corp. (NYSE:LGF) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On December 8, 2016 (the Closing Date), Lions Gate Entertainment
Corp. (Lions Gate or the Company), Starz and Orion Arm
Acquisition Inc., a wholly owned subsidiary of Lions Gate (Merger
Sub), consummated the merger (the Merger) of Merger Sub with and
into Starz, with Starz continuing as the surviving corporation
and becoming an indirect wholly owned subsidiary of Lions Gate,
to the Agreement and Plan of Merger, dated as of June 30, 2016
(as amended, the Merger Agreement), by and among Lions Gate,
Starz and Merger Sub.

The information set forth under Item2.01 of this Current Report
on Form8-K is incorporated by reference into this Item1.01. In
connection with the Merger, the Company completed additional
financing activities, as described in this Item 1.01.

Senior Notes Supplemental Indenture

As previously disclosed, on October 27, 2016, LG FinanceCo Corp.
(FinanceCo), a wholly owned subsidiary of Lions Gate, completed
an offering of $520,000,000 aggregate principal amount of 5.875%
senior notes due in 2024 (the Notes). Upon the issuance of the
Notes, the net proceeds from the issuance and sale of the Notes
were placed into escrow pending consummation of the Merger.

The Notes were issued to an indenture, dated as of October 27,
2016, between FinanceCo and Deutsche Bank Trust Company Americas,
as trustee (the Base Indenture). The Base Indenture is more fully
described in the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission (the SEC) on October 27,
2016, which description is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the
Merger, the net proceeds from the issuance and sale of the Notes
were released from escrow and used to fund a portion of the cash
consideration for the Merger, and Lions Gate and certain of Lions
Gates direct and indirect wholly owned subsidiaries, including
Starz and certain of its subsidiaries (the Guarantors), and
Deutsche Bank Trust Company Americas, as trustee, entered into a
supplemental indenture to the Base Indenture (the Senior Notes
Supplemental Indenture and together with the Base Indenture, the
Indenture), to which the Company assumed the obligations of
FinanceCo under the Notes and the Base Indenture, and the
Guarantors jointly and severally, fully and unconditionally,
guaranteed the Notes on an unsubordinated, unsecured basis.

The description of the Indenture contained herein is not intended
to be complete and is qualified in its entirety by reference to
the full texts of the Base Indenture, which was filed as Exhibit
4.1 to the Companys Current Report on Form 8-K filed with the SEC
on October 27, 2016, and of the Senior Notes Supplemental
Indenture, a copy of which is attached as Exhibit 4.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Senior Credit Facilities

In connection with the consummation of the Merger, Lions Gate
entered into a Credit and Guarantee Agreement (the Credit
Agreement), dated as of the Closing Date, among Lions Gate, as
borrower, the Guarantors, the lenders referred to therein, and
JPMorgan Chase Bank, N.A., as administrative agent. The Credit
Agreement provides for a $1.0 billion revolving credit facility
(the Revolver), a $1.0 billion term loan A facility (the Term
Loan A) and a $2.0 billion term loan B facility (the Term Loan B
and together with the Revolver and the Term Loan A, the Senior
Credit Facilities). The Revolver and the Term Loan A mature on
the date that is five years after the Closing Date, and the Term
Loan B matures on the date that is seven years after the Closing
Date.

The Senior Credit Facilities are guaranteed by the Guarantors and
are secured by a security interest in substantially all of the
assets of Lions Gate and the Guarantors, subject to certain
exceptions.

The Revolver and the Term Loan A will bear interest initially at
a rate per annum equal to LIBOR plus 2.50% (or an alternative
base rate plus 1.50%), subject to reductions in the margin of up
to 50 basis points (two reductions of 25 basis points each) upon
achievement of certain net first lien leverage ratios. The Term
Loan B will bear interest at a rate per annum equal to LIBOR
(subject to a LIBOR floor of 0.75%) plus 3.00% (or an alternative
base rate plus 2.00%). Lions Gate will also pay certain undrawn
commitment fees in connection with the Revolver.

The Term Loan A amortizes quarterly beginning the last day of the
first full fiscal quarter ending after the Closing Date at
quarterly rates of 1.25% for the first and second years after the
Closing Date, 1.75% for the third year, and 2.50% for the fourth
and fifth years, with the balance payable at maturity. The Term
Loan B amortizes quarterly beginning on the last day of the first
full fiscal quarter ending after the Closing Date at an annual
rate of 1%, with the balance payable at maturity. The Term Loan A
and Term Loan B also require mandatory prepayments in connection
with certain asset sales, subject to certain significant
exceptions, and the Term Loan B is subject to additional
mandatory repayment from specified percentages of excess cash
flow. Additionally, the Term Loan B requires Lions Gate to pay a
1.00% prepayment fee if the loans thereunder are subject to
certain repricing transactions within the first six months
following the Closing Date.

The Senior Credit Facilities contain representations and
warranties, events of default and affirmative and negative
covenants that are customary for similar financings and which
include, among other things and subject to certain significant
exceptions, restrictions on the ability to declare or pay
dividends, create liens, incur additional indebtedness, make
investments, dispose of assets and merge or consolidate with any
other person. In addition, a net first lien leverage maintenance
covenant and an interest coverage ratio maintenance covenant
apply to the Revolver and the Term Loan A and are tested
quarterly.

The description of the Credit Agreement contained herein is not
intended to be complete and is qualified in its entirety by
reference to the full text of the Credit Agreement, a copy of
which is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.

Convertible Subordinated Notes due 2017 and
2018

In January 2012, Lions Gate Entertainment, Inc. (LGEI), a wholly
owned subsidiary of Lions Gate, issued approximately $45.0
million of 4.00% Convertible Senior Subordinated Notes due 2017
(the 4.00% Notes). Interest is payable on the 4.00% Notes
semi-annually on January 15 and July 15 of each year, and the
4.00% Notes mature on January 11, 2017. In April 2013, LGEI
issued approximately $60.0 million in aggregate principal amount
of 1.25% Convertible Senior Subordinated Notes due 2018 (the
1.25% Notes). Interest is payable on the 1.25% Notes
semi-annually on April 15 and October 15 of each year, and the
1.25% Notes mature on April 15, 2018.

The 4.00% Notes and the 1.25% Notes are each fully and
unconditionally guaranteed by Lions Gate.

The 4.00% Notes provide that upon conversion, Lions Gate has the
option to deliver, in lieu of common shares, cash or a
combination of cash and common shares of Lions Gate. The 1.25%
Notes are convertible only into Lions Gates common shares.

In connection with the Reclassification (as defined in Item 2.01
below), Lions Gate and LGEI entered into supplemental indentures
(Convertible Notes Supplemental Indentures), which supplement the
indentures governing the 4.00% Notes and the 1.25% Notes. The
Convertible Notes Supplemental Indentures provide that following
the Reclassification, each note of the relevant series shall be
convertible into the kind and amount of shares of stock which the
holder thereof would have been entitled to receive upon the
Reclassification had such notes been converted into common shares
of Lions Gate immediately prior to the Reclassification.

The description of the Convertible Notes Supplemental Indentures
contained herein is not intended to be complete and is qualified
in its entirety by reference to the full text of the Convertible
Notes Supplemental Indentures, copies of which are attached as
Exhibit 4.2 and Exhibit 4.3 to this Current Report on Form 8-K
and are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive
Agreement.

On the Closing Date, Lions Gate paid in full all amounts owing
under that certain Third Amended and Restated Credit, Security,
Guaranty and Pledge Agreement, dated as of September 27, 2012,
among Lions Gate, the guarantors party thereto, the lenders party
thereto, and JPMorgan Chase Bank, N.A., as administrative agent
and issuing bank, and terminated all commitments to extend
further credit thereunder.

On the Closing Date, Lions Gate also paid in full all amounts
owing under that certain Second Lien Credit and Guarantee
Agreement, dated as of March 17, 2015, among Lions Gate, the
guarantors party thereto, the lenders party thereto, and JPMorgan
Chase Bank, N.A., as administrative agent.

On the Closing Date, Lions Gate also redeemed in full the $225
million aggregate principal amount of its 5.25% Senior Secured
Second-Priority Notes due 2018 in accordance with the provisions
of the indenture relating thereto, dated as of July 19, 2013,
among Lions Gate, the guarantors party thereto, and U.S. Bank
National Association, as trustee, and in connection therewith the
Indenture was discharged on the Closing Date.

On the Closing Date, Starz paid in full all amounts owing under
that certain Credit Agreement, dated as of April 20, 2015, among
Starz, LLC, as the borrower, the lenders party thereto and the
Bank of Nova Scotia, as administrative agent, and terminated all
commitments to extend further credit thereunder.

On the Closing Date, Starz also satisfied and discharged its
obligations under the Indenture, dated as of September 13, 2012,
among Starz, LLC and Starz Finance Corp., as issuers, the
guarantors party thereto, and U.S. Bank National Association, as
trustee (the Starz Trustee) by irrevocably depositing with the
Starz Trustee funds sufficient to redeem in full the $675 million
aggregate principal amount of its 5.00% Senior Notes due 2019,
and issued a notice of redemption in respect of such notes, with
a redemption date of January 7, 2017.

Item 2.01. Completion of Acquisition or Disposition of
Assets

As described in Item 1.01, on the Closing Date, the Company
consummated the Merger.

Immediately prior to consummation of the Merger, Lions Gate
effected a reorganization of its outstanding share capital (the
Reclassification), to which each existing Lions Gate common
share, without par value (the Lions Gate common shares), was
converted into 0.5 shares of newly issued Class A voting shares,
without par value, of Lions Gate (the Lions Gate voting shares)
and 0.5 shares of newly issued Class B non-voting shares, without
par value, of Lions Gate (the Lions Gate non-voting shares and
together with the Lions Gate voting shares, the Lions Gate
post-reclassification shares),subject to the terms and conditions
of the Merger Agreement. Upon the completion of the
Reclassification, in accordance with the terms of Lions Gates
2012 Performance Incentive Plan, outstanding Lions Gate stock
options, restricted stock units and performance-based restricted
stock units were equitably adjusted to reflect the
Reclassification.

At the effective time of the Merger (the Effective Time),(a) each
share of Starz Series A common stock, par value $0.01 (the Starz
Series A common stock), was converted into the right to receive
$18.00 in cash and 0.6784 Lions Gate non-voting shares, and (b)
each share of Starz Series B common stock, par value $0.01 (the
Starz Series B common stock, and together with the Starz Series A
common stock as the Starz common stock), was converted into the
right to receive $7.26 in cash, 0.6321 Lions Gate non-voting
shares and 0.6321 Lions Gate voting shares, in each case, other
than as provided below and any shares of Starz common stock owned
by stockholders who neither voted in favor of the Merger nor
consented thereto in writing and who demanded properly in writing
appraisal for such shares in accordance with Section 262 of the
General Corporation Law of the State of Delaware, and subject to
the terms and conditions of the Merger Agreement. Each share of
Starz common stock held by Starz as treasury stock or owned by
Merger Sub or its direct parent immediately prior to the
Effective Time was cancelled without the right to receive any
payment with respect thereto. Holders of approximately 25 million
shares of Starz Series A common stock have made demands for
appraisal.

The Merger Agreement provides that, at the Effective Time, Starz
stock options and other equity awards will generally convert upon
the Effective Time into corresponding stock options and equity
awards with respect to Lions Gate non-voting shares, after giving
effect to appropriate adjustments to reflect the consummation of
the Merger.

The description of the Merger Agreement set forth above does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
incorporated herein by reference to Exhibit 2.1 of the Companys
Current Report on Form8-K filed with the SEC on July 1, 2016.

A copy of the press release issued by the Company announcing the
consummation of the Merger and the related transactions is
attached as Exhibit99.1 to this Current Report on Form8-K and
incorporated herein by reference.

A copy of the unqualified legal opinion relating to the
securities issued to Lions Gates Registration Statement on Form
S-4, as amended (Registration No. 333-212792), which was declared
effective by the U.S. Securities and Exchange Commission on
November 7, 2016, is filed as Exhibit 5.1 hereto.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The information set forth under Item 1.01 above is incorporated
by reference into this Item 2.03.

Item 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Ruleor Standard; Transfer of Listing

On the Closing Date, the Company notified the New York Stock
Exchange (NYSE) that the Merger had been completed and requested
that trading of the Lions Gate common shares be delisted from the
NYSE. The Company also requested that the NYSE file with the SEC
a notification of removal from listing on Form25 with respect to
the delisting of the Lions Gate

common shares from the NYSE. The Company intends to file with the
SEC a certification on Form15 to terminate or suspend its
reporting obligations under Sections 13(a)and15(d)of the
Securities Exchange Act of 1934, as amended, as promptly as
practicable.

The Lions Gate voting shares and the Lions Gate non-voting shares
will trade on the NYSE under the ticker symbols LGF.A and LGF.B,
respectively.

The information set forth under Item2.01 of this Current Report
on Form8-K is incorporated by reference into this Item3.01.

Item 3.02 Unregistered Sales of Equity
Securities.

On December 8, 2016, as described in Item 2.01, each Lions Gate
common share was converted in the Reclassification into 0.5 Lions
Gate voting shares and 0.5 Lions Gate non-voting shares.The
Reclassification was exempt from registration under the
Securities Act of 1933, as amended, as not involving an offer,
offer to sell, offer for sale or sale of securities within the
meaning of Section 2(3) thereof and to Rule 145(a)(1) thereunder,
or, additionally to Section 3(a)(9) thereof.

The information set forth under Item 2.01 of this Current Report
on Form8-K is incorporated by reference into this Item 3.02.

Item 3.03. Material Modification to Rights of Security
Holders

As set forth under Item2.01 of this Current Report on Form8-K,
immediately prior to the Effective Time, each Lions Gate common
share issued and outstanding immediately prior to the Effective
Time, was converted into 0.5 Lions Gate voting shares and 0.5
Lions Gate non-voting shares.

The information set forth under Items 2.01, 3.01, and 5.03 of
this Current Report on Form8-K is incorporated by reference into
this Item3.03.

Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year

As of and after 5:00 p.m. eastern time on December 8, 2016,
(i)the Interim Notice of Articles of the Company, as in effect
immediately prior to the Effective Time, was amended and restated
in its entirety, and such amended and restated Notice of Articles
(the New Notice of Articles) became the Notice of Articles of the
Company and (ii)the Interim Articles of the Company, as in effect
immediately prior to the Effective Time, were amended and
restated in their entirety, and such amended and restated
Articles (the New Articles) became the Articles of the Company. A
copy of such amended and restated Articles of the Company is
attached as Exhibit3.1 to this Current Report on Form 8-K and
incorporated herein by reference. A copy of such amended and
restated Notice of Articles will be filed on an amendment to this
Current Report on Form 8-K. The New Notice of Articles removed
the Lions Gate common shares from the authorized shares, and the
New Articles removed references to the Lions Gate common shares
therein.

to the Merger Agreement, as of 2:00 p.m. eastern time on December
7, 2016, (i)the Notice of Articles of the Company was amended and
restated in its entirety, and such amended and restated Notice of
Articles (the Interim Notice of Articles) became the Notice of
Articles of the Company and (ii)the Articles of the Company were
amended and restated in their entirety, and such amended and
restated Articles (the Interim Articles) became the Articles of
the Company. Neither the Interim Notice of Articles nor the
Interim Articles are currently the Notice of Articles or Articles
of the Company.

The Interim Notice of Articles created and authorized the Lions
Gate voting shares the Lions Gate non-voting shares and removed
the Companys currently authorized series of preferred shares. The
Interim Articles contained amendments with respect to the special
rights and restrictions of the authorized shares, including the
Common Shares, the Lions Gate voting shares, the Lions Gate
non-voting shares and the preferred shares, and also extended
indemnities provided for in the previous Articles in favor of
directors and former directors of the Company to also apply to
officers and former officers of the Company. In addition, the
Interim Articles provided that each Lions Gate common share
would, immediately prior to the Effective Time, convert into 0.5
Lions Gate voting shares and 0.5 Lions Gate non-voting shares.

Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired. The financial
statements of Starz required by Item 9.01(a)to this Current
Report on Form8-K are incorporated herein by reference to Starzs
Annual Report on Form10-K for the year ended December31, 2015 and
to Starzs Quarterly Report on Form10-Q for the quarter ended
September 30, 2016.

(b) Pro Forma Financial Information. The pro forma financial
information required by Item9.01(b) to this Current Report on
Form 8-K will be filed by amendment within 71 calendar days after
the date this report on Form 8-K must be filed.

(d)Exhibits.

Caution Regarding Forward-Looking Statements

This communication may contain certain forward-looking
statements, including certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, the merger parties plans, objectives, expectations
and intentions, and other statements that are not historical
facts. Such statements are subject to numerous assumptions,
risks, and uncertainties. Statements that do not describe
historical or current facts, including statements about beliefs
and expectations, are forward-looking statements. Forward-looking
statements may be identified by words such as expect, anticipate,
believe, intend, estimate, plan, target, goal, or similar
expressions, or future or conditional verbs such as will, may,
might, should, would, could, or similar variations.

While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially
from those contained or implied in the forward-looking statements
including: the substantial investment of capital required to
produce and market films and television series; increased costs
for producing and marketing feature films and television series;
budget overruns, limitations imposed by Lions Gates or Starzs
credit facilities and notes; unpredictability of the commercial
success of Lions Gates or Starzs motion pictures and television
programming; risks related to Lions Gates or Starzs acquisition
and integration of acquired businesses; the effects of
dispositions of businesses or assets, including individual films
or libraries; the cost of defending Lions Gates or Starzs
intellectual property; technological changes and other trends
affecting the entertainment industry; potential adverse reactions
or changes to business or employee relationships, including those
resulting from the announcement or completion of the transaction;
competitive responses to the transaction; the possibility that
the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies; the
possibility that the transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; diversion of managements attention from
ongoing business operations and opportunities; Lions Gates
ability to complete the integration of Starz successfully;
litigation relating to the transaction; and other factors that
may affect future results of Lions Gate and Starz. Additional
factors that could cause results to differ materially from those
described above can be found in Lions Gates Annual Report on Form
10-K for the year ended March 31, 2016, and in its subsequent
Quarterly Reports on Form 10-Q, including for the quarters ended
June 30, 2016 and September 30, 2016, each of which is on file
with the Securities and Exchange Commission (the SEC) and
available in the Corporate section of Lions Gates website,
http://www.lionsgate.com, under the heading Reports and in
other documents Lions Gate files with the SEC, and in Starzs
Annual Report on Form 10-K for the year ended December 31, 2015
and in its subsequent Quarterly Reports on Form 10-Q, including
for the quarters ended March 31, 2016, June 30, 2016 and
September 30, 2016, each of which is on file with the SEC and
available in the Starz Corporate section of Starzs website,
http://www.Starz.com, under the subsection Investor
Relations and then under the heading SEC Filings and in other
documents Starz files with the SEC.

All forward-looking statements speak only as of the date they are
made and are based on information available at that time. Neither
Lions Gate nor Starz assumes any obligation to update
forward-looking statements to reflect circumstances or events
that occur after the date the forward-looking statements were
made or to reflect the occurrence of unanticipated events except
as required by federal securities laws. As forward-looking
statements involve significant risks and uncertainties, caution
should be exercised against placing undue reliance on such
statements.

About Lions Gate Entertainment Corp. (NYSE:LGF)

Lions Gate Entertainment Corp. is engaged in motion picture production and distribution, television programming and syndication, home entertainment, international distribution and sales, branded channel platforms, interactive ventures and games and location-based entertainment. The Company operates through two segments: Motion Pictures and Television Production. The Company’s Motion Pictures segment consists of the development and production of feature films, acquisition of North American and around the world distribution rights, North American theatrical, home entertainment and television distribution of feature films produced and acquired, and around the world licensing of distribution rights to feature films produced and acquired. The Company’s Television Production segment consists of the development, production and around the world distribution of television productions, including television series, television movies, and mini-series and non-fiction programming.

Lions Gate Entertainment Corp. (NYSE:LGF) Recent Trading Information

Lions Gate Entertainment Corp. (NYSE:LGF) closed its last trading session at 26.09 with 7,537,958 shares trading hands.