Liberty 77 Capital Ups Stake in Lionsgate

TL;DR

Liberty 77 Capital now holds 10% of Lionsgate, filing amended docs.

AI Summary

Liberty 77 Capital L.P. and its affiliates, including Steven T. Mnuchin, have amended their Schedule 13D filing regarding Lions Gate Entertainment Corp. As of May 6, 2024, they collectively beneficially own 10,000,000 shares of Class A Common Stock, representing approximately 10.0% of the outstanding shares. This filing is an amendment to their previous filings.

Why It Matters

This filing indicates a significant ownership stake by an investment firm, which could signal a desire for influence or a strategic view on the company's future performance.

Risk Assessment

Risk Level: medium — Significant ownership changes or activist investor involvement can introduce uncertainty and potential volatility for the company's stock.

Key Numbers

• 10,000,000 — Shares Owned (Represents beneficial ownership by Liberty 77 Capital and affiliates.)
• 10.0% — Ownership Percentage (Indicates a significant stake in Lions Gate Entertainment Corp.)

Key Players & Entities

• Liberty 77 Capital L.P. (company) — Filing entity
• Steven T. Mnuchin (person) — Group member
• Lions Gate Entertainment Corp. (company) — Subject company
• 10,000,000 (dollar_amount) — Number of shares owned
• 10.0% (dollar_amount) — Percentage of shares owned
• 20240506 (date) — Filing date

FAQ

Filing Documents

• eh240478286_13da3-lgf.htm (SC 13D/A) — 150KB
• 0000950142-24-001281.txt ( ) — 152KB

Identity and Background

Item 2. Identity and Background.

is hereby restated as follows

Item 2 is hereby restated as follows: This Schedule 13D is being filed by each of: (i) Liberty 77 Capital L.P. (the “ Liberty Manager ”), a Delaware limited partnership and investment manager of the Liberty Funds; (ii) Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership; (iii) Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership (together with Liberty 77 Fund L.P., the “ Liberty Funds ”); (iv) Liberty 77 Capital Partners L.P. (“ Liberty Manager GP ”), a Delaware limited partnership and the general partner of the Liberty Manager; (v) Liberty Capital L.L.C., a Delaware limited liability company and the general partner of the Liberty Manager GP; (vi) STM Partners LLC, a Delaware limited liability company which indirectly controls the Liberty Manager and the general partner of the Liberty Funds; (vii) Steven T. Mnuchin (“ Secretary Mnuchin ”), an individual and citizen of the United States and President of STM Partners LLC, each person or entity listed in clauses (i) – (vii), a “ Reporting Person ” and, collectively, the “ Reporting Persons .” The address of the principal place of business and principal office of the Reporting Persons is c/o Liberty 77 Capital L.P., 2099 Pennsylvania Avenue NW, Washington, D.C. 20006. The Reporting Persons are making this single, joint filing, pursuant to a joint filing agreement in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), which was previously filed as Exhibit 1 hereto. None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or fin

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby restated as follows

Item 4 is hereby restated as follows: The Reporting Persons have acquired the securities reported in this Schedule 13D for investment purposes and intend to review such investment in the Issuer on a continuing basis. As such, the Reporting Persons may, depending on the Issuer’s performance and other market conditions, increase or decrease their investment position. The Reporting Persons may, from time to time, make additional acquisitions of Class A Shares or other securities of the Issuer either in the open market or in privately negotiated transactions, including transactions directly with the Issuer, depending upon their evaluation of the Issuer’s business, pr ospects, financial condition and results of operations, the market for the Class A Shares or other securities, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Class A Shares or other securities of the Issuer and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, including the Class A Shares. Any actions the Reporting Persons might undertake may be made at any time, and from time to time, without prior notice, and will be dependent upon their review of numerous factors, including but not limited to, an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. CUSIP No. 535919401 SCHEDULE 13D Page 10 of 13 Consistent with the Reporting Persons’ investment purposes, they may engage in communications with, without limitation, one or more stockholders of the I

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

is hereby restated as follows

Item 5 is hereby restated as follows: References to percentage ownership of the Class A Shares in this Schedule 13D are based on 83,564,574 Class A Shares outstanding as of February 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended December 31, 2023. The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group. (a) By virtue of the fact that (i) the Class A Shares reported herein were purchased for the respective accounts of the Liberty Funds, (ii) the Liberty Manager is the investment manager of the Liberty Funds , (iii) Liberty Manager GP is the general partner of the Liberty Manager, (iv) Liberty Capital L.L.C. is the general partner of the Liberty Manager GP, (v) STM Partners LLC indirectly controls the Liberty Manager and the general partner of the Liberty Funds , and (vi) Secretary Mnuchin is the President of STM Partners LLC, the other Reporting Persons may be deemed to have the power to vote and direct the disposition of the Class A Shares owned of record by Liberty 77 Fund L.P. and Liberty 77 Fund International L.P. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own the Class A Shares indicated on row (11) on such Reporting Person’s cover page included herein, or the approximate percentage of the aggregate amount of Class A common shares indicated on row (13) on such Reporting Person’s cover page included herein. (b) Each of the Reporting Persons has the sole power to vote or direct the vote and the shared power to dispose or to direct the disposi

Contracts, Arrangements, Understandings or Relationships with

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby supplemented by adding the following

Item 6 is hereby supplemented by adding the following: The Liberty Funds were among the noteholders who, on May 2, 2024, entered into an Exchange Agreement (the “Exchange Agreement”) with the Issuer, Lions Gate Capital Holdings 1, Inc. (“LGCH1”) and Lions Gate Capital Holdings LLC (“LGCH”) with respect to the 5.500% Senior Notes due 2029 (the “Existing Notes”) previously issued by LGCH. Pursuant to the Exchange Agreement, the Liberty Funds agreed to enter into a private exchange of the Existing Notes held by them for new 5.500% Exchange Notes due 2029 (the “New Notes”) to be issued by LGCH1 and consented to certain modifications to the indenture governing the Existing Notes. The terms of the New Notes will provide that, upon the occurrence of a full separation of the Issuer’s Studio Business (meaning substantially all of the assets and liabilities constituting the Issuer’s Motion Picture and Television Production segments and a substantial portion of the Issuer’s corporate general and administrative functions) and the Issuer’s STARZ Business (meaning substantially all of the assets and liabilities constituting the Issuer’s Media Networks segment), the interest rate on the New Notes will increase from 5.500% to 6.000% per year and the maturity will extend from 2029 to 2030. The New Notes will also be assumed by the Studio Business upon the occurrence of the full separation. The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the description of the Exchange Agreement included in the Current Report on Form 8-K filed by the Issuer on May 3, 2024 and the Exchange Agreement, a copy of which was filed as an exhibit to such Current Report.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description Exhibit 1 Joint Filing Agreement (previously filed). Exhibit 2 Exchange Agreement (incorporated by reference to the Current Report on Form 8-K filed by the Issuer on May 3, 2024) CUSIP No. 535919401 SCHEDULE 13D Page 12 of 13

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 6, 2024 LIBERTY 77 CAPITAL L.P. By: Liberty 77 Capital Partners L.P., its general partner By: Liberty Capital L.L.C., its general partner By: /s/ Jesse Burwell Name: Jesse Burwell Title: Chief Financial Officer LIBERTY 77 FUND L.P. By: Liberty 77 Capital GenPar L.P., its general partner By: Liberty 77 Capital UGP L.L.C., its general partner By: /s/ Jesse Burwell Name: Jesse Burwell Title: Chief Financial Officer LIBERTY 77 FUND INTERNATIONAL L.P. By: Liberty 77 Capital GenPar L.P., its general partner By: Liberty 77 Capital UGP L.L.C., its general partner By: /s/ Jesse Burwell Name: Jesse Burwell Title: Chief Financial Officer LIBERTY 77 CAPITAL PARTNERS L.P. By: Liberty Capital L.L.C., its general partner By: /s/ Jesse Burwell Name: Jesse Burwell Title: Chief Financial Officer CUSIP No. 535919401 SCHEDULE 13D Page 13 of 13 LIBERTY CAPITAL L.L.C. By: /s/ Jesse Burwell Name: Jesse Burwell Title: Chief Financial Officer STM PARTNERS LLC By: /s/ Steven T. Mnuchin Name: Steven T. Mnuchin Title: President /s/ Steven T. Mnuchin STEVEN T. MNUCHIN

View Full Filing

View this SC 13D/A filing on SEC EDGAR