Starz Entertainment Corp S-3ASR, filed May 28, 2021
Starz Entertainment Corp (STRZ)
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Registration No. 333-
As filed with the Securities and Exchange Commission on May 28, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lions Gate Entertainment Corp.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | N/A | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
(877) 848-3866
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Adrian Kuzycz
Executive Vice President and Associate General Counsel
Lions Gate Entertainment Corp.
2700 Colorado Avenue Santa Monica, California 90404
(877) 848-3866
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of each class of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Class B Non-Voting Shares, no par value |
500,000 | $16.54 (2) | $8,270,000 | $902.26 | ||||
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| (1) | In the event of a stock split, stock dividend or similar transaction involving the Class B Non-Voting Shares of the registrant, in order to prevent dilution, the number of such shares registered hereby shall be automatically adjusted to cover the additional Class B Non-Voting Shares, as the case may be, in accordance with Rule 416 under the Securities Act. |
| (2) | Estimated solely for purposes of the registration fee in accordance for this offering in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based upon $16.54, the average of the high and low prices of the registrant’s Class B Non-Voting Shares on the New York Stock Exchange on May 26, 2021. |
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PROSPECTUS
Lions Gate Entertainment Corp.
500,000 Class B Non-Voting Shares
This prospectus relates to the resale of up to 500,000 Class B Non-Voting Shares, or non-voting shares, of Lions Gate Entertainment Corp. that may be offered and sold from time to time by the selling securityholders named in this prospectus. For information on the selling securityholders, please see the section entitled “Selling Securityholders” beginning on page 2 of this prospectus. The selling securityholders have acquired the shares offered for resale under this prospectus in connection with an amendment to that certain Amended and Restated Limited Liability Company Operating Agreement, dated as of November 12, 2015, as amended by Amendment to Limited Liability Company Operating Agreement dated as of January 28, 2016, Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement dated as of December 2, 2020, Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement dated as of December 31, 2020, Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement dated as of January 29, 2021, and Amendment No. 5 to the Amended and Restated Limited Liability Company Operating dated as of April 2, 2021 of Pilgrim Media Group, LLC.
We will not receive any proceeds from the sale of the non-voting shares covered by this prospectus.
The selling securityholders identified in this prospectus will pay any underwriting discounts and commissions and transfer taxes incurred by them in disposing of the shares. We will pay all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus.
The selling securityholders identified in this prospectus, or their pledgees, donees, assignees, transferees or other successors-in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.
Our non-voting shares are traded on the New York Stock Exchange, or the NYSE under the symbol “LGF.B”. On May 26, 2021, the closing price of our non-voting shares as reported on NYSE was $16.38 per share. You are urged to obtain current market quotations for our non-voting shares.
Investing in our non-voting shares involves a high degree of risk. See “Risk Factors” beginning on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 28, 2021
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This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, the selling securityholder may sell our non-voting shares. This prospectus provides you with a general description of the securities the selling securityholder may offer. Each time the selling securityholders sell securities under this shelf registration statement, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find Additional Information.”
We have not authorized any dealer, salesperson or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, the accompanying supplement to this prospectus and any free writing prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus, the accompanying prospectus supplement or any free writing prospectus. This prospectus, the accompanying supplement to this prospectus and any free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, the accompanying supplement to this prospectus or any free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, the accompanying prospectus supplement or any free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any accompanying prospectus supplement or any free writing prospectus is delivered or securities are sold on a later date.
Unless expressly stated or the context otherwise requires, the terms “Lions Gate”, “we”, “our”, “us” and the “Company” refer to Lions Gate Entertainment Corp. and its subsidiaries.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Information set forth in this prospectus and the information incorporated by reference into this prospectus may contain various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act and Section 21 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such statements are based upon current expectations that involve risks and uncertainties. For example, words such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “seeks”, “should” and similar expressions or variations of such words are intended to identify forward-looking statements. Additionally, any statements contained in this prospectus and the information incorporated by reference into this prospectus that are not statements of historical facts or that concern future matters such as our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate and other statements regarding similar matters may be deemed to be forward-looking statements.
Although forward-looking statements in this prospectus and the information incorporated by reference into this prospectus reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date such forward-looking statements are made. You should read carefully this prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify all of our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
LIONS GATE ENTERTAINMENT CORP.
Combining the STARZ premium global subscription platform with world-class motion picture and television studio operations, Lionsgate brings a unique and varied portfolio of entertainment to consumers around the world. Our film, television, subscription and location-based entertainment businesses are backed by a 17,000-title library and one of the largest collections of film and television franchises in the independent media space.
We are a corporation organized under the laws of the Province of British Columbia, resulting from the merger of Lions Gate Entertainment Corp. and Beringer Gold Corp. on November 13, 1997. Beringer Gold Corp. was incorporated under the Business Corporation Act (British Columbia) on May 26, 1986 as IMI Computer Corp. Lions Gate Entertainment Corp. was incorporated under the Canada Business Corporations Act using the name 3369382 Canada Limited on April 28, 1997, amended its articles on July 3, 1997 to change its name to Lions Gate Entertainment Corp., and on July 24, 1997, continued under the Business Corporation Act (British Columbia).
Our principal offices are located at 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8 and at 2700 Colorado Avenue, Santa Monica, California 90404. Our telephone numbers are (877) 848-3866 in Vancouver and (310) 449-9200 in Santa Monica. To find out more information about us and our business, you should read the section of the prospectus entitled “Where You Can Find More Information.” We maintain a
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website at http://www.lionsgate.com. None of the information contained on our website or on websites linked to our website is part of this prospectus.
This prospectus relates to the resale of up to 500,000 non-voting shares that may be offered and sold from time to time by the selling securityholders named in this prospectus. The selling securityholders have acquired the shares offered for resale under this prospectus in connection with an amendment to that certain Amended and Restated Limited Liability Company Operating Agreement, dated as of November 12, 2015, as amended by Amendment to Limited Liability Company Operating Agreement dated as of January 28, 2016, Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement dated as of December 2, 2020, Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement dated as of December 31, 2020, Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement dated as of January 29, 2021, and Amendment No. 5 to the Amended and Restated Limited Liability Company Operating dated as of April 2, 2021 of Pilgrim Media Group, LLC.
Before you decide whether to purchase any of our securities, in addition to the other information set forth or incorporated by reference in this prospectus, you should carefully consider the risk factors set forth under the caption “Risk Factors” in our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, which are incorporated by reference herein.
The selling securityholders will receive all of the proceeds from the sale of non-voting shares under this prospectus. We will not receive any proceeds from these sales.
The selling securityholders will pay any underwriting discounts and commissions and transfer taxes incurred by the selling securityholders in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees and fees and expenses of our counsel and our independent auditors.
The selling securityholders have acquired the non-voting shares offered for resale under this prospectus in connection with an amendment to that certain Amended and Restated Limited Liability Company Operating Agreement, dated as of November 12, 2015, as amended by Amendment to Limited Liability Company Operating Agreement dated as of January 28, 2016, Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement dated as of December 2, 2020, Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement dated as of December 31, 2020, Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement dated as of January 29, 2021, and Amendment No. 5 to the Amended and Restated Limited Liability Company Operating dated as of April 2, 2021 of Pilgrim Media Group, LLC. Concurrent with the amendment to that certain Amended and Restated Limited Liability Company Operating Agreement dated as of November 12, 2015, we entered into a membership interest purchase agreement dated November 12, 2015, by and among us by and among us and Pilgrim Media Group, LLC, pursuant to which we purchased 62.5% of the outstanding membership interests in Pilgrim Media Group, LLC. In connection with such purchase, we received an option to acquire, and the Founder (as defined in the
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membership interest purchase agreement) received a right to put, an additional 17.5% of the outstanding membership interest of Pilgrim Media Group, LLC on the fifth anniversary of the closing, also referred to as the Initial Put/Call. We also received an option to acquire and the Founder received a right to put, the remaining 20% of the outstanding membership interest of Pilgrim Media Group, LLC on the seventh anniversary of the closing, also referred to as the Additional Put/Call.
On April 2, 2021, we entered into a warrant agreement with each of the selling securityholders in the table below granting each of the selling securityholders warrants to purchase up to the number of non-voting shares listed in the table below, as consideration for amending the terms of the Initial Put/Call and Additional Put/Call. Following the amendment, under the amended Initial Put/Call we have the option to acquire and the Founder has a right to put an additional 25% of the outstanding membership interest of Pilgrim Media Group, LLC for an additional two years and under the amended Additional Put/Call we have the option to acquire and the Founder has a right to put the remaining 12.5% of the outstanding membership interest of Pilgrim Media Group, LLC. Pursuant to the warrant agreement with each of the selling securityholders, we agreed to file a registration statement, for which this prospectus is a part, with the SEC to register for resale the non-voting shares underlying the warrants.
The warrants may be exercised in whole or in part, at any time on or after their date of issuance by delivering to us the exercised warrant and a written notice of election to exercise such warrant. Subject to the possible termination of the warrants upon certain corporate events, each warrant is exercisable until the tenth anniversary of the issuance date of the applicable warrant. The warrants have an initial exercise price of $13.51 per share (which was the closing price of our non-voting shares on the NYSE on April 2, 2021). The exercise price is subject to certain anti-dilution provisions provided for in the warrants.
The following table sets forth information with respect to the selling securityholders and the respective principal amounts of non-voting shares beneficially owned by such selling securityholders that may be offered under this prospectus. The information is based on information that has been provided to us by or on behalf of the selling securityholders named in the table, and does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise indicated herein, the selling securityholders do not, and within the past three years have not had, any position, office or other material relationship with us or any of our predecessors or affiliates. Because the selling securityholders may from time to time use this prospectus to offer all or some portion of the non-voting shares offered hereby, we cannot provide an estimate as to the amount or percentage of any such non-voting shares that will be held by the selling securityholders upon termination of any particular offering or sale under this prospectus. In addition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of any such non-voting shares since the date on which they provided us information regarding their holdings, in transactions exempt from the registration requirements of the Securities Act.
For the purposes of the following table, the number of non-voting shares beneficially owned has been determined in accordance with Rule 13d-3 of the Exchange Act, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership includes any shares as to which a selling securityholder has sole or shared voting power or investment power and also any shares which the selling securityholders have the right to acquire within 60 days of the date of this prospectus through the exercise of any stock option, warrant or other rights.
The percentage of beneficial ownership for the selling securityholders is based on 138,463,784 non-voting shares outstanding as of May 26, 2021. Under Rule 13d-3(d)(1) of the Exchange Act, shares which a selling securityholder has the right to acquire within 60 days of the date of this prospectus are deemed to be outstanding in calculating the beneficial ownership and the percentage ownership of such selling securityholder but are not deemed to be outstanding as to any other selling securityholder. As a result, the percentage of outstanding shares
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of any person as shown in this table does not necessarily reflect the person’s actual ownership of, or voting power with respect to, the number of non-voting shares actually outstanding as of the date of this prospectus.
| Non-Voting Shares Beneficially Owned Prior to this Offering |
Non-Voting Shares Being Offered (1) |
Non-Voting Shares Beneficially Owned After this Offering (1) |
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| Name | Number | Percentage | Number | Percentage | ||||||||||||||||
| Pilgrim Media Group Holdings, LLC (2) |
459,217 | * | 459,217 | — | — | |||||||||||||||
| Whirlwind Entertainment Group, Inc. (3) |
40,783 | * | 40,783 | — | — | |||||||||||||||
| * | Less than 1% |
| (1) | Assumes the selling securityholder sells all of the non-voting shares being offered by this prospectus. |
| (2) | The address of Pilgrim Media Group Holdings, LLC is 12020 Chandler Blvd, Valley Village, CA 91607. Craig Piligian has the right to dispose of the 459,217 non-voting shares and is deemed to be the beneficial owner of such shares under applicable securities laws. Mr. Piligian is Chair of Pilgrim Media Group and President of Lionsgate Nonfiction Television. |
| (3) | The address of Whirlwind Entertainment Group, Inc. is 12020 Chandler Blvd, Valley Village, CA 91607. Craig Piligian has the right to dispose of the 40,783 non-voting shares and is deemed to be the beneficial owner of such shares under applicable securities laws. |
The selling securityholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling securityholder as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling securityholders), may sell the non-voting shares from time to time on any stock exchange or automated interdealer quotation system on which the non-voting shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling securityholders may sell the non-voting shares by one or more of the following methods, without limitation:
| (a) | block trades in which the broker or dealer so engaged shall attempt to sell the non-voting shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| (b) | purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; |
| (c) | an exchange distribution in accordance with the rules of any stock exchange on which the non-voting shares are listed; |
| (d) | ordinary brokerage transactions and transactions in which the broker solicits purchases; |
| (e) | privately negotiated transactions; |
| (f) | short sales; |
| (g) | through the writing of options on the non-voting shares, whether or not the options are listed on an options exchange; |
| (h) | through the distribution of the non-voting shares by any selling securityholder to its partners, members or stockholders; |
| (i) | one or more underwritten offerings on a firm commitment or best efforts basis; and |
| (j) | any combination of any of these methods of sale. |
The selling securityholders may also transfer the non-voting shares by gift. We do not know of any arrangements by the selling securityholders for the sale of any of the non-voting shares.
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The selling securityholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the non-voting shares. These brokers, dealers or underwriters may act as principals, or as an agent of a selling securityholder. Broker-dealers may agree with a selling securityholder to sell a specified number of the non-voting shares at a stipulated price per security. If the broker-dealer is unable to sell securities acting as agent for a selling securityholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire securities as principals may thereafter resell the non-voting shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the non-voting shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. The selling securityholders may also sell the non-voting shares in accordance with Rule 144 under the Securities Act, rather than pursuant to this prospectus, regardless of whether the non-voting shares are covered by this prospectus.
From time to time, one or more of the selling securityholders may pledge, hypothecate or grant a security interest in some or all of the non-voting shares owned by them. The pledgees, secured parties or persons to whom the non-voting shares have been hypothecated shall, upon foreclosure in the event of default, be deemed to be selling securityholders. As and when a selling securityholder takes such actions, the number of securities offered under this prospectus on behalf of such selling securityholder shall decrease. The plan of distribution for that selling securityholder’s securities shall otherwise remain unchanged. In addition, a selling securityholder may, from time to time, sell the non-voting shares short, and, in those instances, this prospectus may be delivered in connection with the short sales and the non-voting shares offered under this prospectus may be used to cover short sales.
To the extent required under the Securities Act, the aggregate amount of selling securityholders’ securities being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer shall be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the non-voting shares may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling securityholder and/or purchasers of selling securityholders’ securities for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions).
The selling securityholders and any underwriters, brokers, dealers or agents that participate in the distribution of the non-voting shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the non-voting shares sold by them may be deemed to be underwriting discounts and commissions.
A selling securityholder may enter into hedging transactions with broker-dealers and the broker-dealers may engage in short sales of the non-voting shares in the course of hedging the positions they assume with that selling securityholder, including, without limitation, in connection with distributions of the non-voting shares by those broker-dealers. A selling securityholder may enter into option or other transactions with broker-dealers that involve the delivery of the non-voting shares offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities. A selling securityholder may also loan or pledge the non-voting shares offered hereby to a broker-dealer and the broker-dealer may sell the non-voting shares offered hereby so loaned or upon a default may sell or otherwise transfer the pledged securities offered hereby.
A selling securityholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the selling securityholder or borrowed from the selling securityholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the
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selling securityholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions shall be an underwriter and, if not identified in this prospectus, shall be identified in the applicable prospectus supplement (or a post-effective amendment).
The selling securityholders and other persons participating in the sale or distribution of the non-voting shares shall be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the non-voting shares by the selling securityholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of securities in the market and to the activities of the selling securityholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the non-voting shares to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the non-voting shares and the ability of any person or entity to engage in market-making activities with respect to the non-voting shares.
We agreed to register the non-voting shares under the Securities Act, and to keep the registration statement of which this prospectus is a part effective until upon the earliest of when (i) the non-voting shares have been sold pursuant to an effective registration statement; (ii) are able to be sold pursuant to Rule 144 of the Securities Act, without regard to any time, volume or manner of sale or other limitations, or (iii) have ceased to be outstanding. We generally agreed to pay all expenses in connection with this offering, but not including any underwriting discounts and selling commissions, stock transfer taxes and fees of counsel for the selling securityholders.
We shall not receive any proceeds from sales of any securities by the selling securityholders.
We cannot assure you that the selling securityholders shall sell all or any portion of the non-voting shares offered hereby.
The following summary description sets forth some of the general terms and provisions of our capital stock, including the non-voting shares. Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed description of the shares, you should refer to the provisions of Lions Gate’s Notice of Articles and Articles.
Lions Gate’s authorized share capital consists of 500,000,000 Class A Voting Shares, or voting shares, 500,000,000 non-voting shares and 200,000,000 preference shares.
Voting Shares
At the close of business on May 26, 2021, 83,102,205 of the voting shares were issued and outstanding.
The voting shares are listed on the NYSE under the symbol “LGF.A”. Subject to any preference as to dividends provided to the holders of other shares ranking senior or pari passu to the voting shares with respect to priority in the payment of dividends, the holders of the voting shares will be entitled to receive dividends on the voting shares, as and when declared by Lions Gate’s Board of Directors, out of monies properly applicable to the payment of dividends, in the manner and form the Lions Gate Board of Directors determines.
The amount of dividends, if any, that Lions Gate pays to its shareholders is determined by the Lions Gate Board of Directors, at its discretion, and is dependent on a number of factors, including its financial position, results of operations, cash flows, capital requirements and restrictions under its credit agreements, and shall be in
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compliance with applicable law. Lions Gate cannot guarantee the amount of dividends paid in the future, if any. Lions Gate is also limited in its ability to pay dividends by (a) restrictions under the Business Corporations Act (British Columbia) relating to the solvency of Lions Gate before and after the payment of a dividend and (b) the terms of its credit facility and the indenture governing its notes. In addition, when a dividend is declared and paid to holders of non-voting shares, Lions Gate will also declare and pay a dividend equally to the holders of the voting shares, on a share for share basis, without preference or priority. Holders of voting shares have no preemptive rights (except for certain holders party to an investor rights agreement with Lions Gate entered into in November 2015), conversion rights or redemption rights and are not subject to further assessment by Lions Gate.
If Lions Gate dissolves or liquidates, or its assets are distributed among its shareholders for the purpose of winding-up its affairs, the holders of the voting shares will be entitled to receive its remaining property and assets, subject to the rights of holders of any then outstanding class of shares ranking senior or pari passu to the voting shares with respect to priority in the distribution of assets upon dissolution, liquidation or winding up.
Except for meetings at which only holders of another specified class or series of Lions Gate’s shares are entitled to vote separately as a class or series, the holders of Lions Gate voting shares will be entitled to one vote per share on each matter submitted for their vote at any meeting of Lions Gate shareholders for each Lions Gate voting share held as of the record date for the meeting. The affirmative vote of at least two-thirds of the votes attached to the Lions Gate voting shares entitled to be cast on the matter will be required to approve certain actions prescribed by the Business Corporations Act (British Columbia).
Non-Voting Shares
At the close of business on May 26, 2021, 138,463,784 of the non-voting shares were issued and outstanding.
The non-voting shares are listed on the NYSE under the symbol “LGF.B”. Subject to any preference as to dividends provided to the holders of other shares ranking senior or pari passu to the non-voting shares with respect to priority in the payment of dividends, the holders of the non-voting shares will be entitled to receive dividends on the non-voting shares, as and when declared by Lions Gate’s Board of Directors, out of monies properly applicable to the payment of dividends, in the manner and form the Lions Gate Board of Directors determines.
The amount of dividends, if any, that Lions Gate pays to its shareholders is determined by the Lions Gate Board of Directors, at its discretion, and is dependent on a number of factors, including its financial position, results of operations, cash flows, capital requirements and restrictions under its credit agreements, and shall be in compliance with applicable law. Lions Gate cannot guarantee the amount of dividends paid in the future, if any. Lions Gate is also limited in its ability to pay dividends by (a) restrictions under the Business Corporations Act (British Columbia) relating to the solvency of Lions Gate before and after the payment of a dividend and (b) the terms of its credit facility and the indenture governing its notes. Holders of non-voting shares have no preemptive rights (except for certain holders party to an investor rights agreement with Lions Gate entered into in November 2015), conversion rights or redemption rights and are not subject to further assessment by Lions Gate. In addition, when a dividend is declared and paid to holders of voting shares, Lions Gate will also declare and pay a dividend equally to the holders of non-voting shares, on a share for share basis, without preference or priority.
If Lions Gate dissolves or liquidates, or its assets are distributed among its shareholders for the purpose of winding-up its affairs, the holders of the non-voting shares will be entitled to receive its remaining property and assets, subject to the rights of holders of any then outstanding class of shares ranking senior or pari passu to the non-voting shares with respect to priority in the distribution of assets upon dissolution, liquidation or winding up.
The holders of the Lions Gate non-voting shares shall be entitled to receive notice of and to attend, but, subject to specific circumstances prescribed by the Business Corporations Act (British Columbia) or, if
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applicable, as stipulated by stock exchanges including the NYSE, shall not be entitled to vote, at any and all meetings of the shareholders of Lions Gate.
Preference shares
Lions Gate may issue, from time to time, without shareholder approval (subject to applicable stock exchange rules), preference shares in one or more series. At the close of business on May 26, 2021, Lions Gate did not have any preference shares issued and outstanding. For each series of preference shares, Lions Gate’s Board of Directors is authorized to fix the number of preference shares in, and to determine the designation of, the preference shares of that series. Lions Gate’s Board of Directors is also authorized to create, define and attach special rights and restrictions to the preference shares of each series.
Our Articles
Advance Notice Procedures
Our Articles establish an advance notice procedure for “special business” to be brought before an annual meeting of shareholders. For special business, advance notice describing the special business to be discussed at the meeting must be provided and that notice must include any documents to be approved or ratified as an addendum.
Meeting of Shareholders
Our Articles provide for annual shareholder meetings and state that directors may call a shareholder meeting whenever they might deem such a meeting appropriate.
Business Corporations Act (British Columbia)
Advance Notice Procedures
Under the Business Corporations Act (British Columbia), shareholders may make proposals for matters to be considered at the annual general meeting of shareholders. Such proposals must be sent to Lions Gate in advance of any proposed meeting by delivering a timely written notice in proper form to our secretary or other appropriate officer. The notice must include information on the business the shareholder intends to bring before the meeting.
Shareholder Requisitioned Meeting
Under the Business Corporations Act (British Columbia), shareholders holding 5% or more of our outstanding common shares may request the directors to call a general meeting of shareholders to deal with matters that may be dealt with at a general meeting, including election of directors. If the directors do not call the meeting within the timeframes specified in the Business Corporations Act (British Columbia), the shareholder can call the meeting and we must reimburse the costs.
Removal of Directors and Increasing Board Size
Under the Business Corporations Act (British Columbia) and our Articles, directors may be removed by shareholders passing a special resolution. The directors may remove a director convicted of an indictable offense, or if a director ceases to be qualified to act as a director and does not promptly resign. Further, under our Articles, the directors may appoint additional directors up to one-third of the number of directors elected by the shareholders.
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Canadian Securities Laws
Lions Gate is a reporting issuer in certain provinces of Canada and, therefore, subject to the securities laws in each province in which it reports. Canadian securities laws require reporting of share purchases and sales by shareholders beneficially holding, directly or indirectly, more than 10% of our voting shares or non-voting shares. Any shareholder beneficially holding, directly or indirectly, more than 10% of our outstanding voting shares or non-voting shares must also advise on its intentions for their holdings through public disclosures.
Canadian securities laws will also govern how any offer to acquire our equity or voting shares would be conducted.
Transfer Agent and Registrar
AST Trust Company (Canada) serves as Lions Gate’s transfer agent and registrar for our non-voting shares.
Listing
Our non-voting shares are quoted on the NYSE under the symbol “LGF.B”.
Dentons Canada LLP, Vancouver, British Columbia will pass upon the validity of the non-voting shares offered hereby, as well as certain other legal matters.
The consolidated financial statements of Lions Gate Entertainment Corp. appearing in Lions Gate Entertainment Corp.’s Annual Report (Form 10-K) for the year ended March 31, 2021 (including the schedule appearing therein), and the effectiveness of Lions Gate Entertainment Corp.’s internal control over financial reporting as of March 31, 2021, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission), given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed a registration statement on Form S-3 with respect to the securities offered in this prospectus with the SEC in accordance with the Securities Act, and the rules and regulations enacted under its authority. This prospectus, which constitutes a part of the registration statement, does not contain all of the information included in the registration statement and its exhibits and schedules. Statements contained in this prospectus regarding the contents of any document referred to in this prospectus are not necessarily complete, and in each instance, we refer you to the full text of the document that is filed as an exhibit to the registration statement. Each statement concerning a document that is filed as an exhibit should be read along with the entire document. We also file annual, quarterly and current reports and other information with the SEC. For further information regarding us and the securities offered in this prospectus, we refer you to the registration statement and its exhibits and schedules, which is filed with the SEC.
The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. The SEC’s website address is http://www.sec.gov.
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Our internet address is www.lionsgate.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this supplement or any other report or document we file with or furnish to the SEC.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference information we file with it, which means we can disclose important information to you by referring you to documents we have filed with the SEC. The information incorporated by reference is considered to be a part of this prospectus. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the termination of the offering covered by this prospectus.
| • | our annual report on Form 10-K for the fiscal year ended March 31, 2021, filed with the SEC on May 28, 2021; |
| • | the portions of our definitive proxy statement on Schedule 14A that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the SEC on July 28, 2020; |
| • | our current reports on Form 8-K filed with the SEC (in each case, other than information and exhibits “furnished” to and not “filed” with the SEC in accordance with SEC rules and regulations) on April 1, 2021, April 6, 2021, May 19, 2021, May 19, 2021; and |
| • | the description of our voting shares and non-voting shares contained in our Registration Statement on Form 8-A filed on November 29, 2016 (Commission File No. 001-14880), and any amendment or report filed for the purpose of updating such description. |
Any statement in a document incorporated or deemed to be incorporated by reference in this prospectus is deemed to be modified or superseded to the extent that a statement contained in this prospectus, or in any other document we subsequently file with the SEC, modifies or supersedes that statement. If any statement is modified or superseded, it does not constitute a part of this prospectus, except as modified or superseded.
Information that is “furnished to” the SEC shall not be deemed “filed with” the SEC and shall not be deemed incorporated by reference into this prospectus or the registration statement of which this prospectus is a part.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request a copy of these filings, at no cost, by writing or telephoning us at the following address and phone number:
Investor Relations Department
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
(310) 449-9200
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference.
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Lions Gate Entertainment Corp.
500,000 Class B Non-Voting Shares Issuable upon Exercise of Warrants
May 28, 2021
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PART II
Information Not Required in Prospectus
| Item 14. | Other Expenses of Issuance and Distribution |
The following is a statement of the estimated expenses (other than underwriting discounts and commissions) to be incurred by the Company in connection with the issuance and distribution of the securities registered under this registration statement.
| SEC registration fee |
$ | 902.26 | ||
| Accounting fees and expenses |
* | |||
| Legal fees and expenses |
* | |||
| Printing fees |
* | |||
|
|
|
|||
| Total |
* | |||
|
|
|
| * | Estimated expenses (other than SEC registration fee) are not presently known. |
| Item 15. | Indemnification of Directors and Officers |
Under the Business Corporations Act (British Columbia), Lions Gate may indemnify a present or former director or officer of Lions Gate or a person who acts or acted at Lions Gate’s request as a director or officer of another corporation, or for an affiliate, of Lions Gate, and his heirs and personal or other legal representatives, against all costs, charges and expenses, including legal and other fees and amounts paid to settle an action or satisfy a judgment, actually and reasonably incurred by him including an amount paid to settle an action or satisfy a judgment in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his position with Lions Gate or such other corporation and provided that the director or officer acted honestly and in good faith with a view to the best interests of Lions Gate or such other corporation, and, in the case of a criminal or administrative action or proceeding, had reasonable grounds for believing that his conduct was lawful. Other forms of indemnification may be made only with court approval.
In accordance with the Articles of Lions Gate, subject to the Business Corporations Act (British Columbia), the Company must indemnify a director, officer, former director and former officer of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. In addition, subject to the Business Corporations Act (British Columbia), the Company may indemnify any other person. We have entered into indemnity agreements with our directors, executive officers, and certain other key employees whereby we have agreed to indemnify the directors and officers to the extent permitted by our Articles and the Business Corporations Act (British Columbia).
Lions Gate’s Articles permit Lions Gate, subject to the limitations contained in the Business Corporations Act (British Columbia), to purchase and maintain insurance on behalf of any person (or his or her heirs or legal personal representatives) who: (a) is or was a director, officer, employee or agent of the Company; (b) is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company; (c) at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; or (d) at the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated entity, against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position. Lions Gate, however, only maintains directors and officer’s liability insurance and corporate reimbursement insurance.
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The foregoing summaries are necessarily subject to the complete text of the statute, Lions Gate’s Articles, and the arrangements referred to above are qualified in their entirety by reference thereto.
Lions Gate has entered into indemnity agreements with its directors and officers that are in compliance with the British Corporations Act (British Columbia).
A directors’ and officers’ insurance policy insures each of the Company’s directors and officers against liabilities incurred in their capacity as such for which they are not otherwise indemnified, subject to certain exclusions. This is in addition to the insurance coverage that the Company maintains in the event it is required to indemnify a director or officer for indemnifiable claims.
| Item 16. | Exhibits |
See Index to Exhibits which is hereby incorporated herein by reference.
| Item 17. | Undertakings |
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act of 1933”); |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by a Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
| (2) | That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any Registrant pursuant to the indemnification provisions described herein, or otherwise, each Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
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| * | Filed herewith. |
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Santa Monica, California, on this 28th day of May, 2021.
| Lions Gate Entertainment Corp. | ||
| By: |
/s/ James W. Barge | |
| James W. Barge | ||
| Chief Financial Officer | ||
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Each person whose signature appears below constitutes and appoints Jon Feltheimer, Michael Burns and James W. Barge, severally and not jointly, as his or her attorneys-in-fact and agents, each acting alone, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-3, and to file such amendments or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming all that the attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. Each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ James W. Barge James W. Barge |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer and Authorized Representative in the United States) |
May 28, 2021 | ||
| /s/ Michael Burns Michael Burns |
Vice Chairman, Director |
May 28, 2021 | ||
| /s/ Mignon Clyburn Mignon Clyburn |
Director |
May 28, 2021 | ||
| /s/ Gordon Crawford Gordon Crawford |
Director |
May 28, 2021 | ||
| /s/ Jon Feltheimer Jon Feltheimer |
Chief Executive Officer (Principal Executive Officer) and Director |
May 28, 2021 | ||
| /s/ Emily Fine Emily Fine |
Director |
May 28, 2021 | ||
| /s/ Michael T. Fries Michael T. Fries |
Director |
May 28, 2021 | ||
| /s/ Susan McCaw Susan McCaw |
Director |
May 28, 2021 | ||
| /s/ Yvette Ostolaza Yvette Ostolaza |
Director |
May 28, 2021 | ||
| /s/ Mark H. Rachesky, M.D. Mark H. Rachesky, M.D. |
Chairman of the Board of Directors |
May 28, 2021 | ||
| /s/ Daryl Simm Daryl Simm |
Director |
May 28, 2021 | ||
| /s/ Hardwick Simmons Hardwick Simmons |
Director |
May 28, 2021 | ||
II-6
Exhibit 5.1
|
Dentons Canada LLP 20th Floor, 250 Howe Street Vancouver, BC, Canada V6C 3R8
dentons.com |
| May 28, 2021 | File No.: 556686-2 |
| Lions Gate Entertainment Corp. 2700 Colorado Avenue Santa Monica, CA |
Dear Sirs/Mesdames:
| Re: | Lions Gate Entertainment Corp. – Registration Statement on Form S-3 |
We have acted as Canadian counsel to Lions Gate Entertainment Corp., a corporation organized under the laws of the Province of British Columbia, Canada (the “Corporation”), in connection with the filing of a Registration Statement on Form S-3 (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”) in connection with the registration under the Act of Class B Non-Voting shares without par value in the capital of the Corporation (“Class B Shares”).
The Registration Statement relates to the resale from time to time by the Selling Securityholders of up to an aggregate of 500,000 Class B Shares (“Warrant Shares”) issuable on exercise of the Warrants (defined below) consisting of:
(a) 40,783 Warrant Shares issuable upon the exercise of a warrant of the Corporation (the “Whirlwind Warrant”) granted under a stock warrant agreement (the “Whirlwind Agreement”) dated April 2, 2021 between the Corporation and Whirlwind Entertainment Group, Inc. (“Whirlwind”); and
(b) 459,217 Warrant Shares issuable upon the exercise of a warrant of the Corporation (the “Pilgrim Warrant” and, together with the Whirlwind Warrant, the “Warrant”) granted under a stock warrant agreement (the “Pilgrim Agreement” and, together with the Whirlwind Agreement, the “Warrant Agreements”) dated April 2, 2021 between the Corporation and Pilgrim Media Group Holdings, LLC (“Pilgrim” and, together with Whirlwind, the “Selling Securityholders”).
| A. | Documents Reviewed and Reliance |
As Canadian counsel to the Corporation, we have examined original executed or electronically delivered copies, which have been certified or otherwise identified to our satisfaction, of:
| 1. | the Registration Statement; |
| 2. | the articles, the notice of articles and the certificate of amalgamation of the Corporation (the “Constating Documents”); |
|
|
Page 2 | dentons.com | ||
| 3. | the Warrant Agreements; and |
| 4. | resolutions of the directors of the Corporation with respect to the Warrant Agreements and the issuance of the Warrant Shares dated February 2, 2021 (the “Authorizing Resolutions” |
| (collectively, the “Transaction Documents”). |
We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including:
| 1. | a certificate of good standing dated May 28, 2021 issued pursuant to the Business Corporations Act (British Columbia) relating to the Corporation (the “Certificate of Good Standing”); and |
| 2. | a certificate signed by the Executive Vice-President and Associate General Counsel of the Corporation addressed to our firm, certifying certain additional corporate information of a factual nature and attaching the Authorizing Resolutions (the “Officer’s Certificate”). |
| B. | Laws Addressed |
We are qualified to practice law in the Province of British Columbia and our opinion herein is restricted to the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
| C. | Assumptions/Reliance |
For the purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:
| 1. | with respect to all documents examined by us, the genuineness of all signatures, the authenticity, completeness and accuracy of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, conformed, telecopied, PDF or photocopied copies of originals and the legal capacity of individuals signing any documents; |
| 2. | the completeness, accuracy and currency of the indices and filing systems maintained at the public offices where we have searched or made relevant inquiries and of other documents and certificates supplied by public officials; |
| 3. | the status of the Corporation as an existing corporation under the laws of the Province of British Columbia disclosed in the Certificate of Good Standing is accurate and continues to be accurate as of the date hereof; |
|
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| 4. | the Officer’s Certificate is accurate and continues to be accurate on the date hereof; |
| 5. | that the Warrant Agreements have been duly authorized, executed and delivered by each party thereto, other than the Corporation; |
| 6. | that the Warrant Agreements have been duly executed and delivered by the Corporation in compliance with the laws of the jurisdiction where execution and delivery actually occurred, if other than British Columbia; |
| 7. | that the Warrant Agreements each constitute a legal, valid and binding obligation of each party thereto, other than the Corporation, enforceable against it in accordance with its terms; |
| 8. | that if any obligation under the Warrant Agreements is required to be performed in any jurisdiction outside of the Province of British Columbia, the performance of that obligation will not be illegal under the laws of that jurisdiction; |
| 9. | all necessary consents, authorizations, approvals, permits or certificates (governmental or otherwise) which are required as a condition to the execution and delivery of each of the Transaction Documents by the parties thereto and to the consummation by such parties of the transactions contemplated thereby have been obtained; and |
| 10. | the minute books and corporate records of the Corporation made available to us are the original minute books and records of the Corporation and contain all of the Constating Documents of the Corporation and any amendments thereto and all of the respective minutes, or copies thereof, of all proceedings of the shareholders and directors. |
For the purposes of expressing the opinions set forth herein, in connection with certain factual matters pertaining to this opinion, we have relied exclusively and without independent investigation upon the Officer’s Certificate.
| D. | Opinions |
Based upon and relying on the foregoing and the qualifications hereinafter expressed, we are of the opinion that the Warrant Shares have been authorized for issuance and when issued in compliance with the provisions of the Warrant Agreements, including the receipt by the Corporation of any exercise price of the Warrants, the Warrant Shares will be validly issued, fully paid, and non-assessable Class B Shares in the capital of the Corporation.
| E. | Qualifications |
Whenever our opinion refers to securities of the Corporation, whether issued or to be issued, as being “fully-paid, and non-assessable”, such phrase means that the holders of such securities will not, after the issuance to them of such securities, be liable to pay further amounts to the Corporation in respect of the issue price payable for such securities, and no opinion is expressed as to the adequacy of any consideration received by the Corporation therefor.
|
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For greater certainty, a specific assumption, limitation or qualification in this opinion is not to be interpreted to restrict the generality of any other assumption, limitation or qualification expressed in general terms in this opinion that includes the subject matter of the specific assumption, limitation or qualification.
We hereby consent to the reference to us under the heading “Legal Matters” in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 or Section 11 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
The opinions are given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact that may come to our attention after the date hereof. Our opinions do not take into account any proposed rules, policies or legislative changes that may come into force following the date hereof.
| Very truly yours, |
| Dentons Canada LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Lions Gate Entertainment Corp. for the registration of its non-voting common shares and to the incorporation by reference therein of our reports dated May 28, 2021, with respect to the consolidated financial statements and schedule of Lions Gate Entertainment Corp., and the effectiveness of internal control over financial reporting of Lions Gate Entertainment Corp., included in its Annual Report (Form 10-K) for the year ended March 31, 2021, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP |
Los Angeles, California
May 28, 2021