SEC Comment Letter for LIONS GATE ENTERTAINMENT (STRZ) — Sep 22, 2016
LIONS GATE ENTERTAINMENT CORP /CN/ (STRZ, LGF-A, LGF-B) (CIK 0000929351)
Date: Sept. 22, 2016 · CIK: 0000929351 · Accession: 0000000000-16-094085
AI Filing Summary & Sentiment
File numbers found in text: 333-212792
Letter
Mail Stop 3561 September 22, 2016 James W. Barge Chief Financial Officer Lions Gate Entertainment Corp. 250 Howe Street, 20 th Floor Vancouver, BC V6C 3R8 Canada
Re: Lions Gate Entertainment Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed September 7 , 2016 File No. 333-212792
Dear Mr. Barge :
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewin g any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 29, 2016 letter .
Gener al
1. We note your response to our prior comment 1. It appears that Lions Gate and Dr. John C. Malone are affiliate s within the meaning of Rule 13e -3. In this regard, we note that (i) Lions Gate and its subsidiaries hold approximately 4.8% of the outstand ing shares of Starz common stock representing approximately 15.1% of the voting power of Starz ; (ii) Dr. Malone holds 3.4% of the outstanding shares of Lions Gate common stock and is a significant stockholder in LGP and Discovery, which beneficially own in the aggregate an additional 6.8% of the outstanding shares of Lions Gate common stock ; and (iii) Dr. Malone is a director on Lions Gate ’s Board . Absent any other additional factors or analysis , please file Schedule 13E -3 and take such other steps as necessary to comply
James W. Barge Lions Gate Entertainment Corp. September 22, 2016 Page 2
with Rule 13e -3 and provide an analysis as to whether Dr. Malone is engaged in this transaction.
2. We note your response to prior comment 1. Given that Starz Series B common stock is present ly listed on the NASDAQ Stock Market, please provide your analysis whether the M-B Exchange has either a reasonabl e likelihood or purpose of producing, either directly or indirectly, the effects referred to in Rule 13e -3(a)(3)(ii)(B).
Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3217 with any questions.
Sincerely,
/s/ J. Nolan McWilliams
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Mail Stop 3561 September 22, 2016 James W. Barge Chief Financial Officer Lions Gate Entertainment Corp. 250 Howe Street, 20 th Floor Vancouver, BC V6C 3R8 Canada Re: Lions Gate Entertainment Corp. Amendment No. 1 to Registration Statement on Form S-4 Filed September 7 , 2016 File No. 333-212792 Dear Mr. Barge : We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewin g any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 29, 2016 letter . Gener al 1. We note your response to our prior comment 1. It appears that Lions Gate and Dr. John C. Malone are affiliate s within the meaning of Rule 13e -3. In this regard, we note that (i) Lions Gate and its subsidiaries hold approximately 4.8% of the outstand ing shares of Starz common stock representing approximately 15.1% of the voting power of Starz ; (ii) Dr. Malone holds 3.4% of the outstanding shares of Lions Gate common stock and is a significant stockholder in LGP and Discovery, which beneficially own in the aggregate an additional 6.8% of the outstanding shares of Lions Gate common stock ; and (iii) Dr. Malone is a director on Lions Gate ’s Board . Absent any other additional factors or analysis , please file Schedule 13E -3 and take such other steps as necessary to comply James W. Barge Lions Gate Entertainment Corp. September 22, 2016 Page 2 with Rule 13e -3 and provide an analysis as to whether Dr. Malone is engaged in this transaction. 2. We note your response to prior comment 1. Given that Starz Series B common stock is present ly listed on the NASDAQ Stock Market, please provide your analysis whether the M-B Exchange has either a reasonabl e likelihood or purpose of producing, either directly or indirectly, the effects referred to in Rule 13e -3(a)(3)(ii)(B). Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3217 with any questions. Sincerely, /s/ J. Nolan McWilliams J. Nolan McWilliams Attorney -Advisor Office of Transportation and Leisure cc: David E. Shapiro, Esq. Wachtell, Lipton, Rosen & Katz