SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION  OF
CORPORATION FINANCE

April 14, 2020

Via Email

Adrian Kuzycz
Executive Vice President and Associate General Counsel
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404

 Re: Lions Gate Entertainment Corp.
  Schedule TO-I filed on April 9 , 2020
  File No.  005-55587

Dear Mr. Kuzycz :

The staff in the Office of Mergers and Acquisitions has reviewed the filing  listed above,
and we have the comments  set forth below .  All defined terms used herein have the same
meaning as in the Offer Circular  attached  as Exhibit (a)(1) (A) to the Schedule TO -I.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Pleas e respond to this letter by amending your filing, by prov iding the requested
information  or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendmen t is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule TO -I

1. We note that the offer materials appear to have been distributed only via email , and that
tenders or withdrawals of tenders may only be submitted via email .  In your response
letter, please explain why you believe this method of dissemination , as well as tendering
and withdrawing tenders,  is approp riate under the circumstances of the Offer, taking into
consideration the characteristics of the Eligible Employees  and your normal means of
communicating with such employees.  As an example, discuss whether all Eligible
Employees  have access to corporate email and whether this is your typical way of
communicating with them.

Adrian Kuzycz
Lions Gate Entertainment Corp.
April 14, 2020
Page | 2

Exhibit (a)(1)(A ) – Offer Circular

How may I accept the Offer? , page s 12-14

2. We note your statement on page 13 that “ [y]our election to accept or reject the Offer will
become irrevocable upon the expiration time of the Offer. ”  We further note, however,
that on page 1 5 of the Offer Circular,  you state that “if we have not accepted the Eligible
Options you tender within forty (40) business days of the commencement of the Offer,
you may withdraw your acceptance at any time thereafter and your tendered Eligible
Options will continue  in accordance with their terms .”  Please revise the quoted
disclosure on page 13 to conform to the quoted disclosure on page 15 .

What if I change my mind?, pages 14 -15

3. We note your statement on page 15 that “[y] ou may not change or withdraw any election
after the expiration time of the Offer. ”  We further note, however, that on page 15 of the
Offer Circular, you state that “ if we have not accepted the Eligible Optio ns you tender
within forty (40) business days of the commencement of the Offer, you may withdraw
your acceptance at any time thereafter and your tendered Eligible Options will continue
in accordance with their terms.”  Please qualify the former quoted disc losure to account
for the latter quoted disclosure.

Can the Offer be modified?, pages 15 -17

4. The lead -in paragraph to this section on page 15 states that you may terminate the Offer if
“any of the following events has occurred, or has been determined by us to have occurred
and, in our reasonable judgment in any such case, the occurrence of such event or events
makes it inadvisable for us to proceed with the Offer or with such acceptance and
cancellation of Eligible Options tendered to us for exchange .”  A ll offer conditions must
be objective and outside the control of the bidder to avoid an impermissible illusory offer.
The reference in the quoted language to “inadvisable” appears to provide you with
discretion to make a secondary decision whether to proc eed with or terminate the Offer
after the occurrence or non -occurrence of one of the listed conditions.  In our view, once
a condition is “triggered,” the Company must determine and advise Eligible Employees
how it intends to proceed by terminating the off er or waiving the applicable condition.  If
there is a secondary determination (whether it is advisable to proceed), this must be
described in reasonable detail, including what factors the decision would be based upon.
Please revise your disclosure accord ingly.

5. You have included a condition that will be triggered by “ any general suspension of
trading in, or limitation on prices for, securities on any national securities exchange or in
the over -the-counter market .”  Please revise to explain what would be c onsidered a
limitation on prices for securities on any national securities exchange or in the over -the-

Adrian Kuzycz
Lions Gate Entertainment Corp.
April 14, 2020
Page | 3

 counter market .

6. You have included a condition that will be triggered by the “ the commencement of a war,
terrorist act, armed hostilities or other international or national crisis directly or indirectly
involving the United States ” without any materiality qualifier on the gravity of such an
event and without limiting the event to one directly involving the United States.
Therefore, if any event anywhere in the world “triggers” this condition while the Offer is
pending, you must promptly amend the offer materials to advise stockholders  whether
you will waive the condition, or assert it and terminate the Offer.   Depending on the
timing of this event and your revised disclosure, you may also be required to extend the
Offer.  Please confirm your understanding in your response letter. Alternatively, pl ease
amend the condition to more narrowly tailor it.

7. You have included a condition that will be triggered by “ any significant decrease in the
market price of our common share s . . . .”  Please revise the condition to quantify what
would be considered a “s ignificant decrease” in the market price of your comment shares.

8. You have included a condition that will be triggered by “ any decline in either the Dow
Jones Industrial Average, the NYSE or the Standard and Poor’s 500 Index by an amount
in excess of 10% m easured during any time period after the close of business on April 9,
2020 .”  Please revise the condition to clarify whether the 10% decline will be measured
against the price of the enumerated indices at the close of business on April 9, 2020.
Please al so clarify whether the decline will be measured at expiration or whether the
condition could be “triggered” at some earlier point while the Exchange Offer is pending,
even if your share price rebounds by the Expiration Time.

9. You have included a condition that will be triggered by “ any change or changes shall
have occurred in our business, condition (financial or other), assets, income, operations,
prospects or stock ownership or that of our subsidiaries that, in our reasonable judgment,
is or may be materi al to us or our subsidiaries .”  Notwithstanding the lead -in language
quoted in comment 4 above, please revise the condition to clarify whether such “change
or change s” must be adverse to the Company.

Exhibit (a)(1)(B ) – Election Form

10. We note that the last bullet on page 4  of the Election Form requires the Eligible
Employees to release the Company from any and all Claims “ that relate to or are in any
way connected with the Cancelled Options .”  Please revise this release to comply with
Section 29(a) of the Securities Exchange Act of 1934.

* * *

Adrian Kuzycz
Lions Gate Entertainment Corp.
April 14, 2020
Page | 4

  We remind you that the registrant and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me,
at (202) 551 -3263 .

Sincerely,

        /s/ Christina Chalk

Christi na Chalk
Senior Special Counsel
Office of Mergers and  Acquisitions