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SEC Comment Letter for LIONS GATE ENTERTAINMENT (STRZ) — Sep 19, 2011

LIONS GATE ENTERTAINMENT CORP /CN/ (STRZ, LGF-A, LGF-B) (CIK 0000929351)
Date: Sept. 19, 2011 · CIK: 0000929351 · Accession: 0000000000-11-055709

AI Filing Summary & Sentiment

File numbers found in text: 333-176656

Referenced dates: September 14, 2011

Date
September 19, 2011
Author
/s/ Justin Dobbie
Form
UPLOAD
Company
LIONS GATE ENTERTAINMENT CORP /CN/ (STRZ, LGF-A, LGF-B) (CIK 0000929351)

Letter

September 19, 2011 Via E-mail Wayne Levin EVP, Corporate Operations and General Counsel Lions Gate Entertainment Corp. 1055 West Hastings Street, Suite 2200 Vancouver, British Columbia V6E 2E9 Re: Lions Gate Entertainment Corp. Amendment No. 1 to Registra tion Statement on Form S-3 Filed September 16, 2011 File No. 333-176656

Dear Mr. Levin: We have reviewed your responses to the co mments in our letter dated September 14, 2011 and have the following additional comment.

General

1. We note your responses to our prior comments one, two and three. Please confirm that the form of prospectus filed as part of th e registration statement on Form S-3 only omits from the information required by the form to be in the prospectus information that is unknown or not reasonably availa ble to the company. Otherwis e, please revise the cover page, plan of distribution and elsewhere as a ppropriate to include a ll information required by the form to be in the prospectus that is known or reasonably av ailable to the company regarding the offering contemplated by the agre ement with Icahn. We note, in particular, the limited amount of time provided by the Designation Period and the statement in response to our prior comment one that the company currentl y intends for the securities to be offered to the public through an underw ritten public offering. Refer to Securities Act Rule 430B.

Wayne Levin Lions Gate Entertainment Corp. September 19, 2011 Page 2

Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3469 with any questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief cc: Via E-mail

David J. Johnson, Jr. O’Melveny & Myers LLP

Show Raw Text
September 19, 2011
 Via E-mail

Wayne Levin EVP, Corporate Operations and General Counsel Lions Gate Entertainment Corp. 1055 West Hastings Street, Suite 2200 Vancouver, British Columbia V6E 2E9
Re: Lions Gate Entertainment Corp.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed September 16, 2011
  File No. 333-176656

Dear Mr. Levin:
 We have reviewed your responses to the co mments in our letter dated September 14,
2011 and have the following additional comment.

General

1. We note your responses to our prior comments one, two and three.  Please confirm that
the form of prospectus filed as part of th e registration statement on Form S-3 only omits
from the information required by the form to be in the prospectus information that is
unknown or not reasonably availa ble to the company.  Otherwis e, please revise the cover
page, plan of distribution and elsewhere as a ppropriate to include a ll information required
by the form to be in the prospectus that is  known or reasonably av ailable to the company
regarding the offering contemplated by the agre ement with Icahn.  We note, in particular,
the limited amount of time provided by the Designation Period and the statement in
response to our prior comment one that the company currentl y intends for the securities
to be offered to the public through an underw ritten public offering.  Refer to Securities
Act Rule 430B.

Wayne Levin Lions Gate Entertainment Corp. September 19, 2011 Page 2

 Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3469 with any
questions.
Sincerely,
   /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief
cc: Via E-mail

 David J. Johnson, Jr.  O’Melveny & Myers LLP