UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
On March 23, 2021, Lions Gate Capital Holdings LLC (“LGCH”), an indirect wholly owned subsidiary of Lions Gate Entertainment Corp. (the “Company”) priced a private offering (the “Offering”) of $1.0 billion in aggregate principal amount of 5.500% senior notes due 2029 (the “notes”), issued by LGCH. The notes will bear interest at a rate of 5.500% per annum and will mature on April 15, 2029.
LGCH intends to use the net proceeds from the Offering, together with cash on hand, (i) to redeem LGCH’s 6.375% Senior Notes due 2024 and LGCH’s 5.875% Senior Notes due 2024 and (ii) to pay fees and expenses related to the offering of the notes.
The Offering is expected to close on April 1, 2021, subject to customary closing conditions.
This current report does not constitute an offer to sell or the solicitation of an offer to buy the notes nor shall there be any offer, solicitation or sale of the notes in any state in which such offer, solicitation or sale would be unlawful. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Cautionary Statement 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 Offering, the expected timing of completion of the Offering, 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. Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including the potential effects of the COVID-19 global pandemic on the Company, economic and business conditions; and the other risk factors as set forth in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 4, 2021. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 23, 2021 | LIONS GATE ENTERTAINMENT CORP. | |||||
| /s/ James W. Barge | ||||||
| James W. Barge | ||||||
| Chief Financial Officer | ||||||