Denver, CO, Silver Spring, MD and Santa Monica, CA– Liberty Global plc, Discovery Communications Inc. and Lions Gate Entertainment Corp. announced a transaction under which Liberty Global and Discovery Communications each have agreed in principle subject to documentation to purchase 5.0 million common shares of Lionsgate, resulting in each having an approximately 3.4% shareholding of Lionsgate’s current outstanding shares. These 10.0 million shares will be acquired from funds affiliated with MHR Fund Management LLC.
Liberty Global and Discovery Communications will each pay approximately $195 million for their respective stakes in Lionsgate. Additionally, Liberty Global and Discovery Communications will each have one designee appointed to Lionsgate’s Board of Directors — President and CEO Mike Fries for Liberty Global and President and CEO David Zaslav for Discovery Communications. Liberty Global and Discovery Communications are entering into separate commercial agreements with Lionsgate, providing for a preferred partner relationship with respect to licensing rights for certain theatrical and television content across their markets. The share acquisitions are expected to close later today.
A designee of MHR Fund Management, MHR principal and investment committee member Emily Fine, also will join the Board. Frank Giustra, who has served a total of 11 years on the Board, will step down.
Lionsgate will be entering into certain agreements with Liberty Global, Discovery Communications and Dr. John Malone, who currently serves on the Lionsgate Board of Directors, and MHR Fund Management LLC. These agreements are intended to include among other things, rights pursuant to which Liberty Global, Discovery Communications and MHR Fund may designate members to the Lionsgate Board of Directors subject to certain share ownership thresholds and under which they have each agreed to vote the common shares owned by them (together with certain of their affiliates) in favor of each of the other’s respective director nominees.
The agreements are also intended to include restrictions of purchases and sales of Lionsgate common shares for prescribed periods of time, together with rights and obligations relating to certain corporate actions with Lionsgate during such time. These agreements will be more fully described in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission by Lionsgate. The agreements are substantially complete and parties intend to enter into these agreements today, however, the transaction is subject to the risk that the parties are unable to finalize the documentation.
LionTree Advisors acted as exclusive financial advisor to Discovery and Liberty Global.