Lionsgate has been advised that Liberty Global Incorporated Limited, a wholly-owned subsidiary of Liberty Global plc, and Discovery Lightning Investments Ltd., a wholly-owned subsidiary of Discovery Communications, Inc. (together with Liberty Global Incorporated Limited, the "New Investors") entered into derivatives transactions relating to 2,500,000 and 2,500,000 common shares of Lionsgate, respectively, with Bank of America, N.A. (the "Counterparty") in connection with the purchase by the New Investors of an aggregate of 10,000,000 common shares of Lionsgate, in each case in privately negotiated purchases from certain of our existing shareholders, which we understand settled on November 12, 2015.
Lionsgate has been advised that the Counterparty, in order to hedge its obligations under the derivatives transactions, will borrow 3,398,500 common shares from third parties and will sell them in an underwritten offering through J.P. Morgan Securities LLC, acting as underwriter. Lionsgate will not receive any proceeds from the sale of the common shares by the Counterparty or its affiliates, nor will Lionsgate issue any new common shares in connection with these transactions.
Lionsgate has also been advised that 1,601,500 additional common shares will be sold by the Counterparty or its affiliates or agents, from time to time, pursuant to block sales, on the NYSE, in the over-the-counter market or in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices. Lionsgate has been advised that, over the same period when the Counterparty or its affiliates or agents sell these additional common shares, the Counterparty or its affiliates or such agents expect to purchase an approximately equal number of common shares in the open market.
Lionsgate is not a party to the derivatives transactions described above.
J.P. Morgan Securities LLC will act as sole underwriter for the offering.
The common shares will be sold pursuant to an effective registration statement filed with the Securities and Exchange Commission (the "SEC") on Form S-3 and available for review on the SEC's website at www.sec.gov. A preliminary prospectus related to the offering of common shares has been filed with the SEC and is available on the SEC's website at www.sec.gov.
Copies of the preliminary prospectus related to the offering may be obtained from J.P. Morgan Securities LLC, via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling 1 (866) 803-9204.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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