Lions Gate Entertainment Corp. (NYSE:LGF) Files An 8-K Other Events

Item 8.01. Other Events.

This Current Report on Form 8-K is being filed in connection with
a stipulation of settlement (the Stipulation) regarding the
settlement of certain litigation relating to the proposed merger
(the Merger) of Orion Arm Acquisition Inc. (Merger Sub), a wholly
owned subsidiary of Lions Gate Entertainment Corp. (Lions Gate),
with and into Starz, to the Agreement and Plan of Merger, dated
as of June 30, 2016, by and among Lions Gate, Starz and Merger
Sub (as amended, the Merger Agreement).

The litigation to which the Stipulation relates is a purported
class action lawsuit, captioned Levy v. Malone, et al.,
Index No. 607759/2016 (the Action), filed on October 7, 2016 in
New York state court by a purported Lions Gate stockholder
against Lions Gate and the members of its board of directors. The
Action alleges, among other things, that the members of the Lions
Gate board of directors breached fiduciary duties owed to Lions
Gate stockholders and/or aided and abetted breaches of fiduciary
duties by others in connection with the proposed Merger, and that
Lions Gate and the members of its board of directors failed to
disclose material information in the joint proxy
statement/prospectus filed on September 7, 2016 on Form S-4 in
connection with the proposed Merger.

On November 23, 2016, Lions Gate and the other defendants in the
Action entered into the Stipulation with the plaintiff providing
for the settlement of the Action. The Stipulation contemplates,
among other things, that Lions Gate will make certain
supplemental disclosures relating to the proposed Merger, all of
which are set forth below. Although Lions Gate and the other
defendants deny the allegations made in the Action and believe
that no supplemental disclosure is required under applicable
laws, in order to avoid the burden and expense of further
litigation, Lions Gate agreed to make such supplemental
disclosures to the terms of the Stipulation.

The Stipulation is subject to customary conditions, including
court approval following notice to Lions Gates stockholders. A
hearing will be scheduled at which the New York state court will
consider the fairness, reasonableness and adequacy of the
settlement. If the settlement is finally approved by the court,
it will resolve and release all claims by stockholders of Lions
Gate challenging any aspect of the proposed Merger, the Merger
Agreement and any disclosure made in connection therewith, to
terms that will be disclosed to stockholders prior to final
approval of the settlement. There can be no assurance that the
court will approve the settlement contemplated by the
Stipulation. In such event, the proposed settlement as
contemplated by the Stipulation may be terminated and the
defendants would continue to vigorously defend against the
allegations in the Action.

SUPPLEMENTAL DISCLOSURES

The following information supplements the definitive joint proxy
statement/prospectus dated November 4, 2016 (the Proxy Statement)
and should be read in conjunction with the Proxy Statement, which
should be read in its entirety. Terms used below have the
meanings set forth in the Proxy Statement.

The following information supplements the disclosure on page
46 of the Proxy Statement:

The Strategic Advisory Committee is a standing committee of the
Lions Gate board of directors. Messrs. Crawford, Rachesky and
Simmons have been members of the Strategic Advisory Committee
since 2013, 2010, and 2008, respectively, and were selected to
serve on the committee at such times due to their expertise and
skill in evaluating strategic and financing opportunities for
Lions Gate. Issues discussed at the September 3, 2014 meeting of
the Strategic Advisory Committee of the Lions Gate board of
directors included, but were not limited to, the current market
environment with respect to potential opportunities available to
Lions Gate, given significant consolidation in distribution and
content production in the industry; the benefits of acquiring
Starz; financial and strategic considerations relating to a
proposed acquisition of Starz; regulatory approvals required for
a potential acquisition of Starz; and the terms of the draft
preliminary non-binding proposal to Starz.

The following information supplements the disclosure on page
76 of the Proxy Statement:

In addition, a discretionary fee may be payable to PJT Partners
at the discretion of Lions Gate, taking into consideration, among
other factors, PJT Partners quality of work, value added, and
contribution towards a successful outcome, as well as any change
in scope of PJT Partners engagement.

The following information supplements the disclosure on page
77 of the Proxy Statement:

In the ordinary course of business, PJT Partners and its
affiliates may actively trade the securities, or related
derivative securities, or financial instruments of Lions Gate,
Starz and their respective affiliates, for its own account and
for the accounts of its customers and, accordingly, may at any
time hold a long or short position in such securities or
instruments. As of June 30, 2016, the date PJT Partners rendered
its opinion to the Lions Gate board of directors, PJT Partners
did not hold any securities, related derivative securities, or
financial instruments of Lions Gate, Starz or their respective
affiliates, for its own account or the account of any customer.

The following information supplements the disclosure on page
80 of the Proxy Statement:

PJT Partners also performed a discounted cash flow analysis of
the expected synergies (both expected operating savings and
expected financial savings) of the merger. In performing this
analysis, PJT Partners calculated estimated present value of the
annual after-tax operating and financial synergies, net of the
cost to achieve such synergies (estimated by Lions Gate and Starz
management to be $25 million over two years), referred to as net
synergies in this discussion of PJT Partners opinion, for the
period from fiscal year 2017 through fiscal year 2021. The
terminal value of the net operating synergies at the end of the
forecast periodwas estimated by using terminal value multiples
ranging from 8.5x to 10.0x and the terminal value of the net
financial synergies was estimated assuming a zero perpetual
growth rate. The net operating synergies and terminal values were
then discounted to present value using discount rates ranging
from 7.0% to 8.0%, which range was selected using the
methodologies and assumptions described above, and the net
financial synergies were discounted to present value using
discount rates ranging from 8.5% to 9.5%. This range of discount
rates was determined based on PJT Partners analysis of Starzs
estimated cost of equity. Based on the discounted cash flow
analyses PJT Partners performed on Starz and the synergies, PJT
Partners calculated (1) estimated net present value of (a) the
aggregate operating synergies of $510 million and (b) the
aggregate financial synergies of $1,103 million and (2) implied
values per share of Starz common stock, (a) including both the
operating and financial synergies, rounded to the nearest $1.00,
of $52.00 to $61.00 per share (on a weighted average basis based
on the fully diluted shares of Starz common stock outstanding),
and (b) including only operating synergies, rounded to the
nearest $1.00, of $43.00 to $51.00 per share (on a weighted
average basis based on the fully diluted shares of Starz common
stock outstanding). PJT Partners then compared the results of
this analysis to the weighted average per share merger
consideration of $32.17 implied by the closing price of Lions
Gate common shares on June 21, 2016.

The following information supplements the disclosure on page
117 of the Proxy Statement:

If the merger occurs, Dr. Malone will hold 8.1% of the total
voting power of Lions Gate immediately after the consummation of
the merger. If the merger does not occur and the exchange occurs,
Dr. Malone will hold 8.1% of the total voting power of Lions Gate
immediately after the consummation of the exchange.

The following information supplements the disclosure on page
262 of the Proxy Statement:

If the merger is completed, Starzs current Chief Executive
Officer, Christopher P. Albrecht, will continue to lead Starz
networks as President and CEO, reporting to Lions Gate CEO Jon
Feltheimer, and will join the Lions Gate Executive Management
Committee. There are currently no other anticipated changes to
the direct reports to Lions Gate CEO John Feltheimer.

The following information supplements the disclosure on page
263 of the Proxy Statement:

As set forth in the section entitled Other Important Information
Regarding the PartiesMerger Sub, subject to applicable law, the
directors of Merger Sub as of immediately prior to the effective
time (i.e., Wayne Levin, James W. Barge, B. James
Gladstone, and Michael Hainkel) will be the initial directors of
the surviving corporation and will hold office until their
respective successors are duly elected and qualified, or their
earlier death, incapacitation, retirement, resignation or
removal.

Each of the current directors of Merger Sub is employed by Lions
Gate and does not receive any additional compensation for his
service as a director of Merger Sub.

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, the expected timing of completion of the
transaction, 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; the possibility that the
proposed transaction does not close when expected or at all
because required regulatory, shareholder or other approvals are
not received or other conditions to the closing are not satisfied
on a timely basis or at all; the risk that the financing required
to fund the transaction is not obtained; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transaction; uncertainties as to the timing 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; potential
adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; Lions Gates ability to complete
the acquisition and 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.

Important Additional Information

In connection with the proposed transaction, Lions Gate has filed
with the SEC a Registration Statement on FormS-4 that includesa
Joint Proxy Statement of Lions Gate and Starz and a Prospectus of
Lions Gate, as well as other relevant documents concerning the
proposed transaction. The proposed transaction involving Lions
Gate and Starz will be submitted to Starzs stockholders and Lions
Gates stockholders for their consideration. This communication
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. STOCKHOLDERS OF LIONS GATE AND STOCKHOLDERS OF STARZ
ARE URGED TO READ

THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain a free copy of the
definitive joint proxy statement/prospectus, as well as other
filings containing information about Lions Gate and Starz,
without charge, at the SECs website (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the filings
with the SEC that are incorporated by reference in the joint
proxy statement/prospectus can also be obtained, without charge,
by directing a request to James Marsh, Senior Vice President of
Lions Gate Investor Relations, 2700 Colorado Avenue, Santa
Monica, California, 90404, or at (310) 255-3651, or to Starz,
8900 Liberty Circle, Englewood, Colorado 80112, or at
1-855-807-2929.

Participants in the Solicitation

Lions Gate, Starz, and certain of their respective directors,
executive officers, and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Lions Gates directors
and executive officers is available in its definitive proxy
statement, which was filed with the SEC on July 28, 2016, and
certain of its Current Reports on Form8-K. Information regarding
Starzs directors and executive officers is available in its
definitive proxy statement, which was filed with SEC on April 29,
2016, and certain of its Current Reports on Form8-K. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint
proxy statement/prospectus and other relevant materials filed
with the SEC. Free copies of this document may be obtained as
described in the preceding paragraph.

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 down -0.31 at 23.06 with 542,888 shares trading hands.