Liberty Global Ventures Files SC 13D/A Amendment for Lions Gate

TL;DR

Liberty Global Ventures just updated its stake in Lions Gate. Keep an eye on this.

AI Summary

Liberty Global Ventures Ltd. filed an amendment (Amendment No. 7) to its SC 13D filing on May 15, 2024, regarding Lions Gate Entertainment Corp. The filing indicates a change in the reporting person's holdings or intentions concerning Lions Gate Entertainment Corp. The specific details of the change, such as new share counts or dollar amounts, are not fully detailed in the provided header information.

Why It Matters

This filing signals a potential shift in the ownership or strategic interest of a significant entity in Lions Gate Entertainment, which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in control or strategy, introducing uncertainty.

Key Players & Entities

• Liberty Global Ventures Ltd. (company) — Reporting Person
• Lions Gate Entertainment Corp. (company) — Subject Company
• 0000947871-24-000486 (filing_id) — Accession Number

FAQ

Filing Documents

• ss3387584_sc13da.htm (SC 13D/A) — 103KB
• 0000947871-24-000486.txt ( ) — 105KB

Identity and Background

Item 2. Identity and Background

of the Schedule 13D is hereby amended

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: This Statement is being filed by Liberty Global Ltd. (formerly known as Liberty Global plc), an exempted company limited by shares organized under the laws of Bermuda (“Liberty Global”), and Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited), a private limited company organized under the laws of England and Wales and a wholly owned subsidiary of Liberty Global (“LGVL” or “LGIL”, and, together with Liberty Global, the “Reporting Persons” and each a “Reporting Person”). The address of the principal office of Liberty Global is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of the principal office of LGVL is Griffin House, 161 Hammersmith Rd, London W6 8BS, United Kingdom. Liberty Global operates internationally with its principal business activities being the provision of video, broadband internet, fixed-line telephony and mobile services. LGVL is a wholly owned subsidiary of Liberty Global whose principal business activity is to hold investments as part of Liberty Global’s venture capital business. During the last five years, neither of the Reporting Persons (a) has been convicted in a criminal proceeding or (b) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Set forth on Schedule I to this Statement, and incorporated herein by reference, are the (a) name, (b) business address, (c) present principal occupation or employment, (d) name, principal business and address of any corporation or other organization in which such occupation or employment is conduc

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) and (b) The responses of each Reporting Person to Rows (7) through (13) of their respective cover pages to this Statement are incorporated herein by reference. LGVL holds all 4,049,972 of the Voting Shares directly. Because LGVL is a direct wholly owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the 4,049,972 Voting Shares and share voting and dispositive power over the Voting Shares with LGVL. The Reporting Persons are required to vote the Voting Shares in respect of certain matters in accordance with the Voting and Standstill Agreement. See the description of the Voting and Standstill Agreement in Item 6 of this Statement, which is incorporated herein by reference. The beneficial ownership information set forth above does not include any securities of the Issuer beneficially owned by the Seller Funds or their affiliates (including MHR and Mark H. Rachesky, M.D., the Non-Executive Chairman of the Issuer’s Board (“Dr. Rachesky”)), John C. Malone, chairman of the board of directors of Liberty Global (“Dr. Malone”), Discovery or DLIL (together, the “Other Parties”). As a result of the Investor Rights Agreement and Voting and Standstill Agreement described in Item 6 of this Statement, the Reporting Persons may be deemed to beneficially own and share voting and/or dispositive power over the Shares beneficially owned by the Other Parties and their respective affiliates. Based on a Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2024, by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Dr. Rachesky, various funds affiliated with MHR Fund Management (including the Seller Funds) and Dr. Rachesky beneficially own an aggregate of 20,219,136 Voting Shares (approximately 24.2% of the

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information: Studios Transactions and Related Agreements On May 13, 2024, the Issuer consummated a series of transactions (the “ Studios Transactions ”) pursuant to which the Issuer’s Lions Gate Studios business became a publicly traded company named Lionsgate Studios Corp. (“ Studios ”) that remains a majority-owned subsidiary of the Issuer. In connection with the consummation of the Studios Transactions, on May 13, 2024, LGVL and Liberty Global entered into an investor rights agreement with MHR, DLIL, Studios, Discovery and the Seller Funds (the “ Studios Investor Rights Agreement ”). The Studios Investor Rights Agreement provides that (1) for so long as Liberty Global and Discovery and their respective controlled affiliates beneficially own at least 10,000,000 Shares in the aggregate, Studios will include one designee of Liberty Global and one designee of Discovery on its slate of director nominees for election to the board of directors of Studios (the “ Studios Board ”) at each future annual meeting of Studios’ shareholders and (2) for so long as Liberty Global and Discovery and their respective controlled affiliates beneficially own at least 5,000,000, but less than 10,000,000, Shares in the aggregate, Studios will include one designee of Liberty Global and Discovery, collectively, on its slate of director nominees for election to the Studios Board at each future annual meeting of Studios’ shareholders, selected by (a) Liberty Global, if Liberty Global and its controlled affiliates exceed such 5,000,000-Share threshold but Discovery and its controlled affiliates do not, (b) Discovery, if Discovery and its controlled affiliates exceed such 5,000,000-Share threshold but Lib

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits

of the Schedule 13D is hereby amended

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit No. Description 99.1 Share Purchase Agreement, dated as of November 10, 2015, among LGVL, DLIL, the Seller Funds and, solely for purposes of Section 5.03 thereof, Liberty Global and Discovery (incorporated herein by reference to Exhibit 99.1 to the Amendment No. 20 to Schedule 13D filed by MHR Institutional Partners III LP, MHR Institutional Advisors III LLC, MHR Fund Management LLC, MHR Holdings LLC and Dr. Rachesky with the SEC on November 13, 2015). 99.2 PPV Confirmation, dated as of November 12, 2015, between LGVL and Bank of America (incorporated herein by reference to Exhibit 99.2 to the Original Schedule 13D). 99.3 Pledge Agreement, dated as of November 12, 2015, between LGVL and Bank of America (incorporated herein by reference to Exhibit 99.3 to the Original Schedule 13D). 99.4 Reclassification Adjustment Confirmation, dated as of February 10, 2017, from Bank of America to LGVL (incorporated herein by reference to Exhibit 99.4 to Amendment No. 2). 99.5 Investor Rights Agreement, dated as of November 10, 2015, among MHR, LGVL, DLIL, the Issuer, Liberty Global, Discovery and the Seller Funds (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015). 99.6 Voting and Standstill Agreement, dated as of November 10, 2015, among the Issuer, the Seller Funds, LGVL, DLIL, Dr. Malone, MHR, Liberty Global, Discovery (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015). Page 8 of 15 Pages 99.7 Registration Rights Agreement, dated as of November 10, 2015, between the Issuer and LGVL (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K (file number 1-14880) filed by the Issuer with the SEC on November 10, 2015

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View this SC 13D/A filing on SEC EDGAR