NEW YORK, April 29, 2015 /CNW/ - On April 29, 2015, investment funds (the "MHR Funds") affiliated with MHR Fund Management LLC ("Fund Management") sold 1,050,850 common shares (the "Common Shares") of Lions Gate Entertainment Corp. ("Lions Gate"), representing approximately 0.7% of the outstanding Common Shares of Lions Gate. The shares were purchased by J.P. Morgan Securities LLC, as underwriter (the "Underwriter"), pursuant to the partial exercise of the option (the "Additional Shares Option") granted to the Underwriter pursuant to the previously announced underwriting agreement dated April 8, 2015 between the MHR Funds, Lions Gate and J.P. Morgan Securities LLC. All Common Shares were purchased by the Underwriter for sale to the public through an effective registration statement filed by Lions Gate (the "Offering").
The Offering was made on a private placement basis to accredited investors (as such term is defined under applicable Canadian securities laws) in Ontario, Québec, Manitoba, Alberta, New Brunswick and Prince Edward Island. This press release does not constitute an offer to sell or the solicitation of an offer to buy Common Shares.
The selling MHR Funds are MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners II LP, MHR Institutional Partners IIA LP and MHR Institutional Partners III LP. Fund Management is an affiliate of and has an investment management agreement with each of the MHR Funds. MHR Holdings LLC ("MHR Holdings") is the managing member of Fund Management. MHR Advisors LLC ("Advisors") is the general partner of each of MHR Capital Partners Master Account LP and MHR Capital Partners (100) LP; MHR Institutional Advisors II LLC ("Institutional Advisors II") is the general partner of each of MHR Institutional Partners II LP and MHR Institutional Partners IIA LP; and MHR Institutional Advisors III LLC ("Institutional Advisors III") is the general partner of Institutional Partners III LP. MHRC LLC ("MHRC") is the managing member of Advisors. MHRC II LLC ("MHRC II") is the managing member of Institutional Advisors II. Mark H. Rachesky, M.D. is the managing member of MHR Holdings, MHRC, MHRC II and Institutional Advisors III. Dr. Rachesky, the MHR Funds, Fund Management, MHR Holdings, Advisors, Institutional Advisors II, Institutional Advisors III, MHRC and MHRC II are collectively referred to herein as the "Reporting Persons".
Pursuant to the underwriting agreement, the 1,050,850 Common Shares purchased pursuant to the Additional Shares Option by the Underwriter were purchased at a price of US$31.60 per Common Share (approximately C$39.53 per Common Share). The offering price to the public in the Offering was US$32.00 per Common Share (approximately C$40.03 per Common Share).
Following the partial exercise of the Additional Shares Option by the Underwriter, Fund Management beneficially owns, through the MHR Funds, 40,211,049 Common Shares, representing approximately 27.6% of the issued and outstanding Common Shares of Lions Gate. In addition, Dr. Rachesky owns (i) 52,648 Common Shares directly and (ii) 3,486 restricted share units, payable upon vesting in an equal number of Common Shares, 1,076 of which are scheduled to vest on September 11, 2015, 445 of which are scheduled to vest on September 10, 2015, 445 of which are scheduled to vest on September 10, 2016 and 1,520 of which are scheduled to vest in three equal annual installments beginning on September 9, 2015.
The address of Fund Management and the MHR Funds is:
c/o MHR Fund Management LLC
1345 Avenue of the Americas, 42nd Floor
New York, New York 10105
SOURCE MHR Fund Management LLC
For further information: For additional information or for a copy of Fund Management's early warning report, please contact: Aaron Palash; Joele Frank, Wilkinson Brimmer Katcher, 212-355-4449