SecProbe.io

CORRESP
 1
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 CORRESP

 Lions Gate Entertainment Corp.
 2700 Colorado Avenue
 Santa Monica, California 90404
 March 13, 2025 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Energy & Transportation 100 F
Street, NE Washington, D.C. 20549

 Attention:

 Robert Shapiro

 Joel Parker

 Cara Wirth

 Taylor Beech

 Re:  Lions Gate Entertainment Corp.

 Registration Statement on Form S-4

 File No. 333-282630

 Request for Effectiveness
 Ladies and Gentlemen:
 Reference is made to the Registration Statement on Form S-4 (File
 No. 333-282630) filed by Lions Gate Entertainment Corp. (“ Lionsgate ”) with the U.S. Securities and Exchange Commission (the “ SEC ”) on October 15, 2024, as amended on
November 27, 2024, December 31, 2024, January 27, 2025, February 24, 2025 and March 13, 2025 (the “ Registration Statement ”).
 Lionsgate hereby requests that the Registration Statement be made effective at 4:00 p.m., Eastern Time, on March 14, 2025, or as
soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended. Please contact
Fabiola Urdaneta at (212) 403-1121 or FUrdaneta@wlrk.com with any questions you may have concerning this letter, or if you require any additional information, and please notify her when this request for
acceleration of effectiveness of the Registration Statement has been granted. [ Signature Page Follows ]

 Very truly yours,

 LIONS GATE ENTERTAINMENT CORP.

 By:

 /s/ James W. Barge

 Name:

 James W. Barge

 Title:

 Chief Financial Officer

 cc:
 Bruce Tobey
 Executive Vice President and General Counsel
 Lions Gate Entertainment Corp.
 Adrian Kuzycz Executive Vice
President and Associate General Counsel Lions Gate Entertainment Corp.
 David Shapiro Wachtell, Lipton,
Rosen & Katz Mark A. Stagliano
 Wachtell, Lipton, Rosen & Katz

CORRESP
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 filename1.htm

 CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]
 March 13, 2025 VIA EDGAR
 Securities and Exchange Commission Division of Corporation
Finance Office of Energy & Transportation 100 F
Street, NE Washington, D.C. 20549

 Attention:
 Robert Shapiro

  
 Joel Parker

  
 Cara Wirth

  
 Taylor Beech

 Re:
 Lions Gate Entertainment Corp.

  
 Amendment No. 4 to Registration Statement on Form S-4

  
 Filed February 24, 2025

  
 File No. 333-282630
 Ladies and Gentlemen: On
behalf of our client, Lions Gate Entertainment Corp. (“Lionsgate”), we are providing Lionsgate’s response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the
U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated March 7, 2025, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration
Statement”). Lionsgate has filed via EDGAR Amendment No. 5 to the Registration Statement (the “Amended Registration
Statement”), which reflects Lionsgate’s response to the comments received by the Staff and certain updated information. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by
Lionsgate’s response. Terms not otherwise defined in this letter shall have the meanings set forth in the Amended Registration Statement.
 Amendment No. 4 to Registration Statement on Form S-4 Filed
February 24, 2025 Cover Page
 Please revise footnote ** on the cover page to clarify that Starz Entertainment Corp. will be the issuer of the Starz common shares that
are being registered. Response : Lionsgate has revised footnote ** on the cover page of the Amended Registration Statement in
response to the Staff’s comments. *  *  *

 March 13, 2025
 Page
 2

 If you have any questions related to this letter, please do not hesitate to contact Fabiola
Urdaneta at (212) 403-1121.

 Sincerely

 By:

 /s/ Fabiola Urdaneta

 Name:

 Fabiola Urdaneta
 Enclosures

 cc:
 Bruce Tobey
 Executive Vice President and General Counsel
 Lions Gate Entertainment Corp.
 Adrian Kuzycz Executive Vice
President and Associate General Counsel Lions Gate Entertainment Corp.
 David Shapiro Wachtell, Lipton,
Rosen & Katz Mark A. Stagliano
 Wachtell, Lipton, Rosen & Katz

March 7, 2025
James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Adrian Kuzycz
Chief Executive Officer
Lionsgate Studios Holding Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed February 24, 2025
File No. 333-282630
Dear James W. Barge and Adrian Kuzycz:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-4 Filed February 24, 2025
Cover Page
1.Please revise footnote ** on the cover page to clarify that Starz Entertainment Corp.
will be the issuer of the Starz common shares that are being registered.

March 7, 2025
Page 2
            Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mark A. Stagliano

CORRESP
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CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

February 24, 2025

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, NE Washington, D.C. 20549

 Attention: Robert Shapiro

     Joel Parker

     Cara Wirth

     Taylor Beech

Re:
 Lions Gate Entertainment Corp.

 
 Amendment No. 3 to Registration Statement on Form S-4

 
 Filed January 27, 2025

 
 File No. 333-282630

Ladies and Gentlemen:

 On behalf
of our client, Lions Gate Entertainment Corp. (“Lionsgate”), we are providing Lionsgate’s response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the U.S.
Securities and Exchange Commission (the “SEC”) set forth in its letter, dated February 6, 2025, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration
Statement”).

 Lionsgate has filed via EDGAR Amendment No. 4 to the Registration Statement (the “Amended Registration
Statement”), which reflects Lionsgate’s responses to the comments received by the Staff and certain updated information. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by
Lionsgate’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Terms not otherwise defined in this letter shall have the meanings set forth in the Amended Registration
Statement.

 Amendment No. 3 to Registration Statement on Form S-4 Filed
January 27, 2025

 Court Approval of the Arrangement, page 150

1.
 We note your disclosure that the “BC Court may approve the Arrangement in any manner the BC Court may
direct, subject to compliance with any terms and conditions, if any, as the BC Court deems fit.” Clarify whether the BC Court may make changes to the Arrangement.

Response: Lionsgate respectfully advises the Staff that, if the Arrangement is adopted and approved by the shareholders, the BC Court
will either approve the Arrangement on the terms presented or substantially on those terms or will not approve the Arrangement, depending on the BC Court’s views as to whether the procedural and substantive requirements have been met. The BC
Court will not, by contrast, issue a conditional approval that requires the adoption of material changes to the Arrangement.

 The scope of
the BC Court’s power is limited to making ancillary, consequential or supplemental orders for an effective arrangement. In our experience, the BC Court is unlikely to order any amendment to which Lionsgate and Lionsgate Studios Corp. (“LG
Studios”) do not consent, as Lionsgate and LG Studios may abandon or withdraw the Arrangement, as contemplated by the Arrangement Agreement and by the Business Corporations Act (British Columbia).

Further, the BC Court, in approving the Arrangement, could impose non-substantive changes to the
Arrangement. The BC Court generally considers that, while possible, the power to amend the terms of the Arrangement should be exercised sparingly and only in exceptional situations.

As noted in the Registration Statement, Lionsgate and LG Studios do not intend to notify Lionsgate and LG Studios shareholders, respectively,
of any modifications to the terms of the Transactions that, in the judgment of the Lionsgate Board and the LG Studios Board, respectively, are not material, unless notification is required by the Interim Orders or the Final Order.

 February 24, 2025

Page 2

 Arrangement Agreement, page 473

2.
 We note comment 28 in our comment letter dated November 13, 2024, to which you responded that you would
“provide responsive disclosures regarding the terms of the anticipated relationship between the related parties following the Transactions in a subsequent amendment to the Registration Statement prior to requesting acceleration of the
effectiveness...” Accordingly, we reissue our comment. For each description of the agreements to be entered into to effectuate the transactions, please revise to describe and quantify, as applicable, any revenue sharing percentages,
commissions, fees, costs, lump sum payments, etc. and material terms of the anticipated relationship between the related parties following the separation and distribution. Refer to Item 404 of Regulation S-K.

 Response: Lionsgate has revised the disclosure on pages 481-482 of
the Amended Registration Statement in response to the Staff’s comments.

 Material U.S. Federal Income Tax Consequences of the Transactions for
Lionsgate Shareholders, page 481

3.
 We note your revised disclosure regarding certain material U.S. tax consequences of the Transactions for
Lionsgate Shareholders. Throughout your filing, for example on pages xxxvi and 24, we note your statements regarding your expectations regarding tax-free treatment or no gain or loss with respect to U.S.
federal income tax purposes. Please revise your disclosure and provide a tax opinion with respect to the portions of the transaction that you have stated you expect will be tax-free. If there is a lack of
authority directly addressing the tax consequences of the transaction, conflicting authority or significant doubt about the tax consequences of the transaction, counsel may issue a “should” or “more likely than not” opinion to
make clear that the opinion is subject to a degree of uncertainty. In such cases, counsel should explain clearly why it cannot give a “will” opinion. Refer to Item 4(a)(6) of Form S-4 and Staff Legal
Bulletin No. 19.

 Response: Lionsgate has revised the disclosure on page 483 of the Amended Registration
Statement and added the U.S. tax opinion included as Exhibit 8.1 of the Amended Registration Statement in response to the Staff’s comments.

Material Canadian Federal Income Tax Consequences of the Transactions For Lionsgate Shareholders, page 488

4.
 We note your opinions regarding the tax consequences presented here and in the section titled “Material
Canadian Federal Income Tax Consequences of the Transactions for LG Studios Shareholders,” including a number of opinions where you note that holders will not realize capital gains or loss or should expect certain transactions to be tax free.
Please revise to file either a short form or long form tax opinion reflecting such opinions. Item 4(a)(6) of Form S-4 and Staff Legal Bulletin No. 19

Response: Lionsgate has added the Canadian tax opinion as Exhibit 8.2 of the Amended Registration Statement in response to the
Staff’s comments.

 February 24, 2025

Page 3

 Description of New Lionsgate Material Indebtedness and Film Related Obligations, page 502

5.
 We note your disclosure here and in the section titled “Description of Starz Material
Indebtedness.” Please revise to include a Q&A that summarizes the material indebtedness for each entity, including any current expectations to enter into new agreements. Consider including a chart that illustrates the current and expected
indebtedness of each of the New Lionsgate and Starz. Please revise to include related risk factor disclosure.

Response: Lionsgate has revised the disclosure on pages xxxiv, 5, 69, 504 and 509-511 of the
Amended Registration Statement in response to the Staff’s comments.

 * * *

If you have any questions related to this letter, please do not hesitate to contact Fabiola Urdaneta at (212)
403-1121.

 Sincerely

 By:

 /s/ Fabiola Urdaneta

 Name:

Fabiola Urdaneta

 Enclosures

 cc:

 Bruce Tobey

 Executive Vice President
and General Counsel

 Lions Gate Entertainment Corp.

Adrian Kuzycz

 Executive Vice President and Associate General
Counsel

 Lions Gate Entertainment Corp.

David Shapiro

 Wachtell, Lipton, Rosen & Katz

 Mark A. Stagliano

Wachtell, Lipton, Rosen & Katz

February 6, 2025
James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Adrian Kuzycz
Chief Executive Officer
Lionsgate Studios Holding Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed January 27, 2025
File No. 333-282630
Dear James W. Barge and Adrian Kuzycz:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 14, 2025 letter.
Amendment No. 3 to Registration Statement on Form S-4 Filed January 27, 2025
Court Approval of the Arrangement, page 150
1.We note your disclosure that the "BC Court may approve the Arrangement in any
manner the BC Court may direct, subject to compliance with any terms and
conditions, if any, as the BC Court deems fit." Clarify whether the BC Court may
make changes to the Arrangement.

February 6, 2025
Page 2
Arrangement Agreement, page 473
2.We note comment 28 in our comment letter dated November 13, 2024, to which you
responded that you would "provide responsive disclosures regarding the terms of the
anticipated relationship between the related parties following the Transactions in a
subsequent amendment to the Registration Statement prior to requesting acceleration
of the effectiveness..." Accordingly, we reissue our comment. For each description of
the agreements to be entered into to effectuate the transactions, please revise
to describe and quantify, as applicable, any revenue sharing percentages,
commissions, fees, costs, lump sum payments, etc. and material terms of the
anticipated relationship between the related parties following the separation and
distribution. Refer to Item 404 of Regulation S-K.
Material U.S. Federal Income Tax Consequences of the Transactions for Lionsgate
Shareholders, page 481
3.We note your revised disclosure regarding certain material U.S. tax consequences of
the Transactions for Lionsgate Shareholders. Throughout your filing, for example on
pages xxxvi and 24, we note your statements regarding your expectations regarding
tax-free treatment or no gain or loss with respect to U.S. federal income tax purposes.
Please revise your disclosure and provide a tax opinion with respect to the portions of
the transaction that you have stated you expect will be tax-free. If there is a lack of
authority directly addressing the tax consequences of the transaction, conflicting
authority or significant doubt about the tax consequences of the transaction, counsel
may issue a “should” or “more likely than not” opinion to make clear that the opinion
is subject to a degree of uncertainty. In such cases, counsel should explain clearly why
it cannot give a “will” opinion. Refer to Item 4(a)(6) of Form S-4 and Staff Legal
Bulletin No. 19.
Material Canadian Federal Income Tax Consequences of the Transactions For Lionsgate
Shareholders, page 488
4.We note your opinions regarding the tax consequences presented here and in the
section titled "Material Canadian Federal Income Tax Consequences of the
Transactions for LG Studios Shareholders," including a number of opinions where
you note that holders will not realize capital gains or loss or should expect certain
transactions to be tax free. Please revise to file either a short form or long form tax
opinion reflecting such opinions. Item 4(a)(6) of Form S-4 and Staff Legal Bulletin
No. 19.
Description of New Lionsgate Material Indebtedness and Film Related Obligations, page 502
5.We note your disclosure here and in the section titled "Description of Starz Material
Indebtedness." Please revise to include a Q&A that summarizes the material
indebtedness for each entity, including any current expectations to enter into new
agreements. Consider including a chart that illustrates the current and expected
indebtedness of each of the New Lionsgate and Starz. Please revise to include related
risk factor disclosure.

February 6, 2025
Page 3
            Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mark A. Stagliano

CORRESP
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CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

January 27, 2025

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, NE

 Washington, D.C. 20549

 Attention: Robert Shapiro

 Joel Parker

 Cara Wirth

Taylor Beech

Re:
 Lions Gate Entertainment Corp.

 
 Amendment No. 2 to Registration Statement on Form S-4

 
 Filed December 31, 2024

 
 File No. 333-282630

Ladies and Gentlemen:

 On behalf
of our client, Lions Gate Entertainment Corp. (“Lionsgate”), we are providing Lionsgate’s response to the comment of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the U.S.
Securities and Exchange Commission (the “SEC”) set forth in its letter, dated January 14, 2025, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration
Statement”).

 Lionsgate has filed via EDGAR Amendment No. 3 to the Registration Statement (the “Amended Registration
Statement”), which reflects Lionsgate’s responses to the comments received by the Staff and certain updated information. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by
Lionsgate’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Terms not otherwise defined in this letter shall have the meanings set forth in the Amended Registration
Statement.

 Amendment No. 2 to Registration Statement on Form S-4 Filed December 31, 2024

Background of the Transactions, page 115

1.
 We note that LGEC and StudioCo entered into the Tax Matters Agreement on May 9, 2024. Please revise the
Background section to disclose any material discussions or negotiations associated with entering into such agreement. Additionally, please revise to make similar revisions for each of the other agreements relating to the transactions (as listed on
pages 462-464).

 Response: Lionsgate has revised the disclosure on
pages 119 and 126 of the Amended Registration Statement in response to the Staff’s comment.

 January 27, 2025

Page 2

 General

2.
 We have reviewed your response to prior comment 7. Please provide your analysis regarding why the payment of
a filing fee is not required pursuant to Section 6(b) of the Securities Act and Securities Act Rule 457(f). Alternatively, please revise to pay the filing fee.

Response: Lionsgate has revised the disclosure on Exhibit 107 filed with the Amended Registration Statement to pay the filing fee in
response to the Staff’s comments.

 * * *

If you have any questions related to this letter, please do not hesitate to contact Fabiola Urdaneta at (212)
403-1121.

Sincerely

By:

 /s/ Fabiola Urdaneta

Name:

Fabiola Urdaneta

 Enclosures

 cc:   

 Bruce Tobey

Executive Vice President and General Counsel

Lions Gate Entertainment Corp.

Adrian Kuzycz

Executive Vice President and Associate General Counsel

Lions Gate Entertainment Corp.

David Shapiro

Wachtell, Lipton, Rosen & Katz

Mark A. Stagliano

Wachtell, Lipton, Rosen & Katz

January 14, 2025
James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Adrian Kuzycz
Chief Executive Officer
Lionsgate Studios Holding Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 31, 2024
File No. 333-282630
Dear James W. Barge and Adrian Kuzycz:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 23, 2024
letter.
Amendment No. 2 to Registration Statement on Form S-4 Filed December 31, 2024
Background of the Transactions, page 115
We note that LGEC and StudioCo entered into the Tax Matters Agreement on May 9,
2024. Please revise the Background section to disclose any material discussions or
negotiations associated with entering into such agreement. Additionally, please revise 1.

January 14, 2025
Page 2
to make similar revisions for each of the other agreements relating to the transactions
(as listed on pages 462-464).
General
2.We have reviewed your response to prior comment 7. Please provide your analysis
regarding why the payment of a filing fee is not required pursuant to Section 6(b) of
the Securities Act and Securities Act Rule 457(f). Alternatively, please revise to pay
the filing fee.
            Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mark A. Stagliano

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

December 31, 2024

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, NE

 Washington, D.C. 20549

 Attention:  Robert
Shapiro

 Joel Parker

 Cara
Wirth

 Taylor Beech

Re:
 Lions Gate Entertainment Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed November 27, 2024

File No. 333-282630

Ladies and Gentlemen:

 On behalf
of our client, Lions Gate Entertainment Corp. (“Lionsgate”), we are providing Lionsgate’s response to the comment of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the U.S.
Securities and Exchange Commission (the “SEC”) set forth in its letter, dated December 23, 2024, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration
Statement”).

 Lionsgate has filed via EDGAR Amendment No. 2 to the Registration Statement (the “Amended Registration
Statement”), which reflects Lionsgate’s responses to the comments received by the Staff and certain updated information. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by
Lionsgate’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Terms not otherwise defined in this letter shall have the meanings set forth in the Amended Registration
Statement.

 Amendment No. 1 to Registration Statement on Form S-4 Filed
November 27, 2024

 Background of the Transactions, page 115

1.
 Please revise to include a discussion of, and any negotiations surrounding, the Reverse Stock Split and the
decision to seek a non-binding advisory vote.

 Response: Lionsgate has
revised the disclosure on page 123 of the Amended Registration Statement in response to the Staff’s comment to include a discussion of, and any negotiations surrounding, the Reverse Stock Split.

With respect to the decision to seek a non-binding advisory vote, Lionsgate respectfully advises the
Staff that it believes this is a matter required to be unbundled in compliance with the Staff’s guidance under Rule 14a-4(a)(3) of the Exchange Act.

Information About Starz After the Transaction, page 294

2.
 We note your response to prior comment 18. Please revise to identify the source you rely on in your
reference to “high user ratings” and “Editor’s choice awards.”

 December 31, 2024

 Page
 2

 Response: Lionsgate has revised the disclosure on page 304 of the Amended Registration
Statement in response to the Staff’s comment.

 Material U.S. Federal Income Tax Consequences of the Transactions for Lionsgate Shareholders, page
439

3.
 We note your response to prior comment 29 and we reissue it in part. Please revise the disclosure in this
section to acknowledge and reflect that the tax consequences are the opinion of counsel. Refer to Item 4(a)(6) of Form S-4. Additionally, please revise to address and express a conclusion for each material
federal tax consequence. A description of the law is not sufficient. If there is a lack of authority directly addressing the tax consequences of the transaction, conflicting authority or significant doubt about the tax consequences of the
transaction, counsel may issue a “should” or “more likely than not” opinion to make clear that the opinion is subject to a degree of uncertainty. In such cases, counsel should explain clearly why it cannot give a “will”
opinion. Refer to Staff Legal Bulletin No. 19.

 Response: Lionsgate respectfully advises the Staff that
it will revise its disclosure in a subsequent amendment to the Registration Statement prior to requesting acceleration of the effectiveness thereof, consistent with its discussion with the Staff on December 30, 2024.

Material Canadian Federal Income Tax Consequences of the Transactions for Lionsgate Shareholders, page 446

4.
 We note your revised disclosure in response to prior comment 30. Please revise the first sentence to state
that the conclusions are the opinion of counsel and revise the description of the tax consequences to express a conclusion for each material Canadian federal income tax consequence.

Response: Lionsgate has revised the disclosure on pages 472 and 479 of the Amended Registration Statement in response to the
Staff’s comment.

 Index to Financial Statements, page F-1

5.
 We note your response to prior comment 31. Please clarify if Lionsgate Studios Holding Corp. is a business
combination related shell company and, if so, explain how you made that determination.

 Response: Lionsgate
respectfully advises the Staff that it believes that Lionsgate Studios Holding Corp. qualifies as a “Business Combination Related Shell Company” pursuant to Section 1160.1 of the Division of Corporation Finance’s Financial
Reporting Manual (the “Financial Reporting Manual”) and Rule 405 of the Securities Act.

 As previously indicated, the entity was
recently organized by Lionsgate for the purpose of completing the Transactions with only nominal capital and accordingly qualifies as a shell company under Section 1160.2 of the Financial Reporting Manual. Subsection (b) of
Section 1160.3 of the Financial Reporting Manual indicates that a Business Combination Related Shell Company is a shell company that is formed by an entity (that is not a shell company) solely for the purpose of completing a business
combination transaction among one or more entities other than the shell company none of which is a shell company.

 Rule 405 references a
business combination transaction as defined in section (f) of Rule 165 of the Securities Act which specifies that a business combination transaction means any transaction specified in section (a) of Rule 145 or an exchange offer.
Subsection (a)(2) of Rule 145 includes statutory mergers or consolidations or similar plans or acquisitions in which securities of such corporation or other person held by such security holders will become or be exchanged for securities of any
person (unless the sole purpose of the transaction is to change an issuer’s domicile solely within the United States).

 December 31, 2024

 Page
 3

 The Transactions contemplated by the Registration Statement will be consummated pursuant to a
plan of arrangement that provides for the exchange of common shares of Lionsgate Studios Corp. for common shares of Lionsgate Studios Holding Corp. Thus, Lionsgate believes that the Lionsgate Studios Holding Corp. financial statements qualify for
omission under Section 1160 of the Financial Reporting Manual. Further, Lionsgate notes that the financial statements of Lionsgate Studios Corp., which will represent nearly all of the Lionsgate Studio Holdings Corp. assets and operations
following the consummation of the Transactions, are included in the Registration Statement. As a result, the presentation of financial statements of Lionsgate Studios Holding Corp., a shell entity with no assets or liabilities, operations or cash
flows, would not provide information that would be material to shareholders.

 Lionsgate Studios Condensed Combined Financial Statements for the Six
Months Ended

 September 30, 2024 and 2023

Notes to Condensed Combined Financial Statements

 Note
11. Revenue

 Accounts Receivable, Contract Assets and Deferred Revenue, page F-180

6.
 Please disclose the cause of the significant changes in deferred revenues (contract liabilities) from
March 31, 2024 to September 30, 2024. Refer to ASC 606-10-50-10.

Response: Lionsgate has revised the disclosure on page F-182 of the Amended Registration
Statement in response to the Staff’s comment.

 General

7.
 It appears from your fee table that you are not registering the exchange transactions that comprise the
Initial Share Exchange, including the issuances of New Lionsgate Class C preferred shares. If true, please tell us the exemption that you intend to rely on for each of those exchanges and provide your analysis of the basis for the exemption.
Alternatively, please clarify that you are registering these exchanges.

 Response: Lionsgate respectfully
advises the Staff that it is registering all exchange transactions that comprise the Initial Share Exchange, including the issuances of New Lionsgate Class C preferred shares, and has revised Exhibit 107 to clarify the foregoing. With respect
to amount of the fee, we have not included these exchange transactions in the calculation of the filing fee as the shares issued therein are not ultimately issued to shareholders. Lionsgate respectfully refers the Staff to the correspondence of Oxus
Acquisition Corp. on October 23, 2023, where the Staff did not object to the calculation of the filing fee on the basis of the shares that were ultimately issued in connection with a plan of arrangement.

* * *

 December 31, 2024

 Page
 4

 If you have any questions related to this letter, please do not hesitate to contact Fabiola
Urdaneta at (212) 403-1121.

Sincerely

By:

 /s/ Fabiola Urdaneta

Name:

Fabiola Urdaneta

 Enclosures

cc:

 Bruce Tobey

 Executive Vice President and
General Counsel

 Lions Gate Entertainment Corp.

Adrian Kuzycz

 Executive Vice President and Associate General
Counsel

 Lions Gate Entertainment Corp.

David Shapiro

 Wachtell, Lipton, Rosen & Katz

 Mark A. Stagliano

Wachtell, Lipton, Rosen & Katz

December 23, 2024
James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Adrian Kuzycz
Chief Executive Officer
Lionsgate Studios Holding Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 27, 2024
File No. 333-282630
Dear James W. Barge and Adrian Kuzycz:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 13, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed November 27, 2024
Background of the Transactions, page 115
1.Please revise to include a discussion of, and any negotiations surrounding, the Reverse
Stock Split and the decision to seek a non-binding advisory vote.

December 23, 2024
Page 2
Information About STARZ After The Transaction, page 294
2.We note your response to prior comment 18. Please revise to identify the source you
rely on in your reference to "high user ratings" and "Editor's choice awards."
Material U.S. Federal Income Tax Consequences of the Transactions for Lionsgate
Shareholders, page 439
3.We note your response to prior comment 29 and we reissue it in part. Please revise the
disclosure in this section to acknowledge and reflect that the tax consequences are the
opinion of counsel. Refer to Item 4(a)(6) of Form S-4. Additionally, please revise to
address and express a conclusion for each material federal tax consequence. A
description of the law is not sufficient. If there is a lack of authority directly
addressing the tax consequences of the transaction, conflicting authority or significant
doubt about the tax consequences of the transaction, counsel may issue a “should” or
“more likely than not” opinion to make clear that the opinion is subject to a degree of
uncertainty. In such cases, counsel should explain clearly why it cannot give a “will”
opinion. Refer to Staff Legal Bulletin No. 19 .
Material Canadian Federal Income Tax Consequences of the Transactions for Lionsgate
Shareholders, page 446
4.We note your revised disclosure in response to prior comment 30. Please revise the
first sentence to state that the conclusions are the opinion of counsel and revise the
description of the tax consequences to express a conclusion for each material
Canadian federal income tax consequence.
Index to Financial Statements, page F-1
5.We note your response to prior comment 31. Please clarify if Lionsgate Studios
Holding Corp. is a business combination related shell company and, if so, explain how
you made that determination.
Lionsgate Studios Condensed Combined Financial Statements for the Six Months Ended
September 30, 2024 and 2023
Notes to Condensed Combined Financial Statements
Note 11. Revenue
Accounts Receivable, Contract Assets and Deferred Revenue, page F-180
6.Please disclose the cause of the significant changes in deferred revenues (contract
liabilities) from March 31, 2024 to September 30, 2024. Refer to ASC 606-10-50-10.
General
7.It appears from your fee table that you are not registering the exchange transactions
that comprise the Initial Share Exchange, including the issuances of New Lionsgate
Class C preferred shares. If true, please tell us the exemption that you intend to rely on
for each of those exchanges and provide your analysis of the basis for the exemption.
Alternatively, please clarify that you are registering these exchanges.

December 23, 2024
Page 3
            Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 [Letterhead of Wachtell, Lipton, Rosen & Katz]

November 27, 2024

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, NE

 Washington, D.C. 20549

Attention:
 Robert Shapiro

Joel Parker

 Cara Wirth

Taylor Beech

Re:
 Lions Gate Entertainment Corp.

Registration Statement on Form S-4

Filed October 15, 2024

File No. 333-282630

Ladies and Gentlemen:

 On behalf
of our client, Lions Gate Entertainment Corp. (“Lionsgate”), we are providing Lionsgate’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the U.S.
Securities and Exchange Commission (the “SEC”) set forth in its letter, dated November 13, 2024, with respect to the above-referenced Registration Statement on Form S-4 (the “Registration
Statement”).

 Lionsgate has filed via EDGAR Amendment No. 1 to the Registration Statement (the “Amended Registration
Statement”), which reflects Lionsgate’s responses to the comments received by the Staff and certain updated information. For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by
Lionsgate’s response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Terms not otherwise defined in this letter shall have the meanings set forth in the Amended Registration
Statement.

 Registration Statement on Form S-4 Filed October 15, 2024

Questions and Answers about the Transactions, page xxi

1.
 Please revise to include a Question and Answer that addresses the Interests of Lionsgate and LG Studios
Directors and Officers in the Transactions.

 Response: Lionsgate has revised the disclosure on
pages x - xi and xviii - xix of the Amended Registration Statement in response to the Staff’s comment.

2.
 Please revise to include a Question and Answer about current and anticipated levels of indebtedness for each
of New Lionsgate and Starz.

 Response: Lionsgate has revised the disclosure on page xxxiii of the Amended
Registration Statement in response to the Staff’s comment.

 November 27, 2024

 Page
 2

 Q: How many New Lionsgate new common shares will I receive in the Transactions?, page xxiii

3.
 Please revise to further explain the Exchange Ratio and LG Studios Reorganization Ratio, including that the
LG Studios Reorganization Ratio is subject to change pending a final determination of the number of New Lionsgate shares issued, as you state on page 162. Please provide additional disclosure in the Background of the Transactions section as well.

 Response: Lionsgate has revised the disclosure on pages xxii, xxiv - xxv, xxix - xxx, 86, 121 - 123, 155 -
156 and 158 of the Amended Registration Statement in response to the Staff’s comment.

 In addition, Lionsgate respectfully advises the
Staff that Lionsgate has revised the Transactions to include a reverse stock split of Starz following the exchange transactions. As a result, the Starz common shares will be consolidated on a 15-to-1 basis, such that every fifteen Starz common shares will be reclassified and combined into one Starz common share. Lionsgate has revised the disclosure in the Amended Registration Statement, including
on pages vii, xii, xxv, xxvi, xxx, 8, 12, 14, 20, 75, 79, 102 - 103, 113, 154, 155, 158, 179, 187 - 188, 448 and 452.

 Summary, page 1

4.
 Please revise to highlight revenues, net losses, and indebtedness for the Starz Business and Lionsgate
Studios for the periods presented in the proxy statement/prospectus. Please include statements regarding the anticipated changes in indebtedness upon completion the Transactions.

Response: Lionsgate has revised the disclosure on page 22 of the Amended Registration Statement in response to the Staff’s comment.

 Background of the Transactions, page 107

5.
 Please name the investment and financial advisors that assisted Lionsgate in considering the several
separation structures that you mention towards the top of page 107 and confirm whether they are the same advisors that ultimately assisted in the Transactions.

Response: Lionsgate has revised the disclosure on page 115 of the Amended Registration Statement in response to the Staff’s
comment.

6.
 Please revise to discuss in greater detail the reasons behind the decision to separate the Starz Business
and the LG Studios Business and the reasons why the Lionsgate Special Committee determined that the collapse of Lionsgate’s dual-class share structure was in the best interests of Lionsgate and its shareholders.

Response: Lionsgate has revised the disclosure on pages 116 and 120 of the Amended Registration Statement in response to the
Staff’s comment.

7.
 In reference to the July 19, 2024 meeting, please revise to include any discussions by the Lionsgate
Special Committee in determining to go above the 9.5-10% premium range previously contemplated and summarize any discussions that ultimately led the Lionsgate Special Committee to determine that a 12% premium
was appropriate.

 Response: Lionsgate has revised the disclosure on pages 121 - 122 of the Amended
Registration Statement in response to the Staff’s comment.

 November 27, 2024

 Page
 3

8.
 We note that representatives of MHR Fund Management, LLC were present during specific portions of certain
Lionsgate Special Committee meetings that involved discussions related to the review of materials they had presented. Please describe the materials presented and clarify which representatives of MHR Fund Management were present. In that light, we
note that Lions Gate Entertainment’s director Mark H. Rachesky, M.D., is the Founder and Chief Investment Officer of MHR Fund Management. Please clarify whether he attended any meetings on behalf of MHR Fund Management, recused himself, or
otherwise. Please disclose this relationship, along with his beneficial ownership, in the “Interests of Lionsgate Directors” section.

Response: Lionsgate has revised the disclosure on pages x - xi, xix, 16 - 17, 119, 121 and 151 - 152 of the Amended Registration
Statement in response to the Staff’s comment.

9.
 We note your statement “[t]hereafter, over the next two weeks, the Lionsgate Special Committee and its
advisors continued discussing the proposed reclassification.” Please revise to summarize any material discussions that occurred during this time period.

Response: Lionsgate has revised the disclosure on page 120 of the Amended Registration Statement in response to the Staff’s
comment.

10.
 We note that the Lionsgate Special Committee engaged Houlihan Lokey on June 21, 2024 and Kroll on
July 14, 2024 and both financial advisors delivered their opinions on October 3, 2024. However, we note that negotiations with MHR Fund Management and other holders of LGEC Class A common stock occurred prior to October 3, 2024.
Please clarify whether the discussions regarding the premium occurred with the input of Houlihan and Kroll and to what extent their analyses contributed to the final determination of the premium.

Response: Lionsgate has revised the disclosure on pages 119 and 121 of the Amended Registration Statement in response to the
Staff’s comment.

 Unaudited Pro Forma Condensed Consolidated Financial Information of New Lionsgate Basis of Pro Forma Presentation, page 149

11.
 On page 151, you state that the repayment and issuance of new debt are considered probable transactions
requiring transaction accounting adjustments. Please tell us how you determined that such transactions are probable and the status of any related agreements.

Response: Lionsgate respectfully advises the Staff that New Lionsgate has the intent and ability to complete one or more financing
transactions on or prior to the completion of the Transactions, and has already completed portions of the expected new debt financing since June 30, 2024. In anticipation of the Transaction, through the date of this letter, Lionsgate executed
IP credit facilities of $1,060 million in aggregate (prior to debt issuance costs), which are expected to remain outstanding with New Lionsgate following the completion of the Transactions. In addition, during November 2024, the remaining
$250.0 million outstanding balance on the Term Loan B was fully repaid. At September 30, 2024, Lionsgate Studios had $314.4 million and $421.5 million outstanding on Term Loan A and revolving line of credit, respectively.

Lionsgate is in advanced discussions with financial institutions to obtain an asset based revolving credit facility that will replace its
current credit facility and it is expected that commitments will be obtained prior to Lionsgate requesting effectiveness of the registration statement. Based on financing obtained in anticipation of the Transactions received to date, New
Lionsgate expects to have outstanding debt of approximately $1,755.3 million upon consummation of the Transactions, comprised of a new partially drawn revolving credit facility, other asset backed facilities and the Exchange Notes.

 November 27, 2024

 Page
 4

 The completed and additional financing transactions are expected to replace certain existing
indebtedness of Lionsgate and management believes the presentation of the pro forma impact of the anticipated capital structure and related impact to interest expense is material to investors and has included the pro forma impact of these
transactions in those statements along with disclosures related to the sensitivity of changes in borrowings and interest rates to interest expense in footnote 3(h).

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Note 2. Discontinued Operations, page 159

12.
 Please tell us why the discontinued operations adjustment for investment in films and television programs
and program rights is different than the programming content recorded on Starz balance sheet as of June 30, 2024.

Response: Lionsgate respectfully advises the Staff that the consolidated Lionsgate investment in films and television programs and
program rights balance is net of intercompany eliminations. These eliminations include reductions for the intercompany profit that is included in the programming content of the Starz Business related to the licensing of motion picture and television
programming content from the Studio Business and the timing differences between when the Starz Business records certain programming content and the revenue recognized by the Studio Business. The discontinued operations adjustment for investment in
films and television programs and program rights is different than the programming content on Starz’s combined balance because the discontinued operations adjustment is net of these eliminations and reflects the actual out of pocket and third
party cost of the programming amounts which are reflected in the consolidated balance. The Starz combined balance sheet is prepared on a stand alone basis and does not include these eliminations which only exist in consolidation.

Note 3. Transaction Accounting Adjustments, page 160

13.
 Refer to footnote (b). Please revise your disclosure to explain how the $340.9 million cash transfer
from the Starz business was determined. In addition, tell us how you concluded that the expectation that Starz will incur $350 million of new debt is probable.

Response: Lionsgate has revised the disclosure on pages 170 - 171 of the Amended Registration Statement in response to the Staff’s
comment, to illustrate how the cash transfer from the Starz business is determined. As of September 30, 2024, it is expected that $308.1 million will be transferred from the Starz business primarily based on the currently expected new
indebtedness at the Starz business.

 Lionsgate respectfully advises the Staff that Starz intends and believes it has the ability to
complete one or more financing transactions on or prior to the completion of the Transactions. Starz is in advanced discussions with financial institutions and it is expected that commitments will be obtained prior to Lionsgate requesting
effectiveness of the registration statement. These financing transactions are expected to replace certain existing indebtedness reflected in the combined financial statements of the Starz Business and management believes the presentation of the
pro forma impact of the anticipated capital structure and related impact to interest expense is material to investors, as is the allocation of capital resources between New Lionsgate and Starz upon completion of the Transactions. Lionsgate
respectfully advises the Staff that the sensitivity of changes in borrowings and interest rates to interest expense are also included in footnote 3(d).

14.
 Refer to footnote (l) and (m). Please tell us in detail how you calculated the pro forma weighted
average number of basic and diluted shares outstanding for all periods presented.

 Response: Lionsgate has
revised the disclosure on page 176 of the Amended Registration Statement in response to the Staff’s comment.

 November 27, 2024

 Page
 5

 Information About New Lionsgate After the Transactions

Material Contracts, page 189

15.
 We note your statement regarding the material contracts within the meaning of applicable Canadian securities
legislation here and on page 277. Please confirm that you have summarized and filed as exhibits all material contracts required by Item 601(b)(10) of Regulation S-K.

Response: Lionsgate respectfully advises the Staff that it will summarize and file all material contracts required by Item 601(b)(10) of
Regulation S-K as exhibits in a subsequent amendment to the Registration Statement prior to requesting acceleration of the effectiveness thereof.

Information about Starz After the Transaction, page 271

16.
 Disclose the basis on which Starz Networks is a “leading” provider of premium subscription video
programming (e.g., by revenue, subscribers, etc.).

 Response: Lionsgate has revised the disclosure on pages 6,
72 and 294 of the Amended Registration Statement in response to the Staff’s comment.

17.
 Please describe the term “linear services” in further detail.

Response: Lionsgate has revised the disclosure on page 294 of the Amended Registration Statement in response to the Staff’s
comment.

18.
 We note your statement that “[a]cross its digital platforms, the STARZ app provides an alternative for
subscribers looking for a competitively priced option.” Please clarify which “digital platforms” you are referencing here and revise to include additional information on the STARZ app’s competitive pricing, including any metrics
management may use to assess pricing.

 Response: Lionsgate has revised the disclosure on page 295 of the
Amended Registration Statement in response to the Staff’s comment.

19.
 We note your statement that “[s]ubscribers have access to a vast library of quality content and a top-rated user experience, along with the ability to download and watch STARZ original series, blockbuster theatricals and favorite classic television series and movies.” Please revise to quantify the
“vast” library content and qualify your statement regarding the “top-rated user experience” either by providing metrics or stating that it is management’s belief.

 Response: Lionsgate has revised the disclosure on page 295 of the Amended Registration Statement in response
to the Staff’s comment.

20.
 We note your statements regarding programming for “women and diverse audiences” and “women
and underrepresented audiences.” Please provide additional detail regarding these statements, including how you develop and choose programming for such audiences. Additionally, we note your statement regarding your choice of programing that
“drive[s] subscription and engagement with key cohorts.” Please clarify if and how you track subscription and engagement with key cohorts and revise to state whether such “key cohorts” are women, diverse audiences,
underrep

November 13, 2024
James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Adrian Kuzycz
Chief Executive Officer
Lionsgate Studios Holding Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Registration Statement on Form S-4
Filed October 15, 2024
File No. 333-282630
Dear James W. Barge and Adrian Kuzycz:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 Filed October 15, 2024
Questions and Answers about the Transactions, page xxi
1.Please revise to include a Question and Answer that addresses the Interests of
Lionsgate and LG Studios Directors and Officers in the Transactions.
2.Please revise to include a Question and Answer about current and anticipated levels of
indebtedness for each of New Lionsgate and Starz.

November 13, 2024
Page 2
Q: How many New Lionsgate new common shares will I receive in the Transactions?, page
xxiii
3.Please revise to further explain the Exchange Ratio and LG Studios Reorganization
Ratio, including that the LG Studios Reorganization Ratio is subject to change
pending a final determination of the number of New Lionsgate shares issued, as you
state on page 162. Please provide additional disclosure in the Background of the
Transactions section as well.
Summary, page 1
4.Please revise to highlight revenues, net losses, and indebtedness for the Starz Business
and Lionsgate Studios for the periods presented in the proxy statement/prospectus.
Please include statements regarding the anticipated changes in indebtedness upon
completion the Transactions.
Background of the Transactions, page 107
5.Please name the investment and financial advisors that assisted Lionsgate in
considering the several separation structures that you mention towards the top of page
107 and confirm whether they are the same advisors that ultimately assisted in the
Transactions.
6.Please revise to discuss in greater detail the reasons behind the decision to separate the
Starz Business and the LG Studios Business and the reasons why the Lionsgate
Special Committee determined that the collapse of Lionsgate’s dual-class share
structure was in the best interests of Lionsgate and its shareholders.
7.In reference to the July 19, 2024 meeting, please revise to include any discussions by
the Lionsgate Special Committee in determining to go above the 9.5-10% premium
range previously contemplated and summarize any discussions that ultimately led the
Lionsgate Special Committee to determine that a 12% premium was appropriate.
8.We note that representatives of MHR Fund Management, LLC were present during
specific portions of certain Lionsgate Special Committee meetings that involved
discussions related to the review of materials they had presented. Please describe the
materials presented and clarify which representatives of MHR Fund Management
were present. In that light, we note that Lions Gate Entertainment's director Mark H.
Rachesky, M.D., is the Founder and Chief Investment Officer of MHR Fund
Management. Please clarify whether he attended any meetings on behalf of MHR
Fund Management, recused himself, or otherwise. Please disclose this relationship,
along with his beneficial ownership, in the "Interests of Lionsgate Directors" section.
9.We note your statement "[t]hereafter, over the next two weeks, the Lionsgate Special
Committee and its advisors continued discussing the proposed reclassification."
Please revise to summarize any material discussions that occurred during this time
period.
We note that the Lionsgate Special Committee engaged Houlihan Lokey on June 21,
2024 and Kroll on July 14, 2024 and both financial advisors delivered their opinions
on October 3, 2024. However, we note that negotiations with MHR Fund
Management and other holders of LGEC Class A common stock occurred prior to 10.

November 13, 2024
Page 3
October 3, 2024. Please clarify whether the discussions regarding the premium
occurred with the input of Houlihan and Kroll and to what extent their analyses
contributed to the final determination of the premium.
Unaudited Pro Forma Condensed Consolidated Financial Information of New Lionsgate
Basis of Pro Forma Presentation, page 149
11.On page 151, you state that the repayment and issuance of new debt are considered
probable transactions requiring transaction accounting adjustments. Please tell us how
you determined that such transactions are probable and the status of any related
agreements.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 2. Discontinued Operations, page 159
12.Please tell us why the discontinued operations adjustment for investment in films and
television programs and program rights is different than the programming content
recorded on Starz balance sheet as of June 30,2024.
Note 3. Transaction Accounting Adjustments, page 160
13.Refer to footnote (b). Please revise your disclosure to explain how the $340.9 million
cash transfer from the Starz business was determined. In addition, tell us how you
concluded that the expectation that Starz will incur $350 million of new debt is
probable.
14.Refer to footnote (l) and (m). Please tell us in detail how you calculated the pro forma
weighted average number of basic and diluted shares outstanding for all periods
presented.
Information About New Lionsgate After the Transactions
Material Contracts, page 189
15.We note your statement regarding the material contracts within the meaning of
applicable Canadian securities legislation here and on page 277. Please confirm that
you have summarized and filed as exhibits all material contracts required by Item
601(b)(10) of Regulation S-K.
Information about Starz After the Transaction, page 271
16.Disclose the basis on which Starz Networks is a "leading" provider of premium
subscription video programming (e.g., by revenue, subscribers, etc.).
17.Please describe the term "linear services" in further detail.
18.We note your statement that "[a]cross its digital platforms, the STARZ app provides
an alternative for subscribers looking for a competitively priced option." Please clarify
which "digital platforms" you are referencing here and revise to include additional
information on the STARZ app's competitive pricing, including any metrics
management may use to assess pricing.
We note your statement that "[s]ubscribers have access to a vast library of quality
content and a top-rated user experience, along with the ability to download and watch
STARZ original series, blockbuster theatricals and favorite classic television series 19.

November 13, 2024
Page 4
and movies." Please revise to quantify the "vast" library content and qualify your
statement regarding the "top-rated user experience" either by providing metrics or
stating that it is management's belief.
20.We note your statements regarding programming for "women and diverse audiences"
and "women and underrepresented audiences." Please provide additional detail
regarding these statements, including how you develop and choose programming for
such audiences. Additionally, we note your statement regarding your choice
of programing that "drive[s] subscription and engagement with key cohorts." Please
clarify if and how you track subscription and engagement with key cohorts and revise
to state whether such "key cohorts" are women, diverse audiences, underrepresented
audiences, or otherwise.
Affiliation Agreements, page 273
21.We note your affiliation agreements with distributors, including your statement that
"[t]he agreements are generally structured to be multi-year agreements with staggered
expiration dates." Please revise to disclose the expiration dates here and state whether
there are any current plans for when the agreements expire in 2027. In this light, we
note your statement on page 41 that the renewal negotiation process for affiliation
agreements is typically lengthy. To the extent possible, please quantify or give
examples of the length of prior negotiation periods.
Output and Content License Agreements, page 274
22.We note your statement that "[t]he majority of acquired content on Starz’s services
consists of movies that have been released theatrically." Please disclose the percentage
of acquired content and original content available on Starz's services.
23.We note that "Starz has an exclusive multiyear output licensing agreement with
Lionsgate for Lionsgate label titles theatrically released in the U.S. starting January 1,
2022, and for Lionsgate’s Summit label titles theatrically released in the U.S. starting
January 1, 2023." Please revise to disclose the number of years under this agreement
and clarify the duration of exclusivity with Starz, if different than the number of years
under the agreement. Please also discuss any renewal rights by Starz and pricing
agreements (market price or otherwise) with Lionsgate.
24.We note the chart in the middle of page 274 that lists the "Significant output
programming agreements" and "Significant library programming agreements." Please
provide more detail in the chart including, for example, the number of agreements and
duration of each agreement with the respective studios.
Regulatory Matters, page 274
25.Please update your disclosure here and in the "Regulation" section at the top of page
275 to describe the material effects that government regulations have on your capital
expenditures, earnings and competitive position. Refer to Item 101(c)(2)(i) of
Regulation S-K.

November 13, 2024
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Starz
Finite-Lived Intangible Assets, page 288
26.Regarding your impairment analysis, you state that the estimated undiscounted cash
flows exceeded the carrying amount of the assets and therefore no impairment charge
was required. Please revise to provide qualitative and quantitative information
necessary to understand the estimation uncertainty and the impact this critical
accounting estimate has had or is reasonably likely to have on financial condition or
results of operations. Refer to Item 303(b)(3) of Regulation S-K.
Income Taxes, page 289
27.Please provide more robust disclosure of your assessment of the positive and negative
evidence considered in establishing your valuation allowance. Refer to Item 303(b)(3)
of Regulation S-K.
Agreements Relating to the Transactions, page 348
28.For each description of the agreements to be entered into to effectuate the
transactions, please revise to describe and quantify, as applicable, any revenue sharing
percentages, commissions, fees, costs, lump sum payments, etc. and material terms
of the anticipated relationship between the related parties following the separation and
distribution. Refer to Item 404 of Regulation S-K.
Material U.S. Federal Income Tax Consequences of the Transactions for Lionsgate
Shareholders, page 351
29.Please revise the disclosure in this section to acknowledge and reflect that the tax
consequences are the opinion of counsel. Refer to Item 4(a)(6) of Form S-4.
Additionally, please revise to address and express a conclusion for each material
federal tax consequence. A description of the law is not sufficient. If there is a lack of
authority directly addressing the tax consequences of the transaction, conflicting
authority or significant doubt about the tax consequences of the transaction, counsel
may issue a "should" or "more likely than not" opinion to make clear that the opinion
is subject to a degree of uncertainty. In such cases, counsel should explain clearly why
it cannot give a "will" opinion. Refer to Staff Legal Bulletin No. 19. Finally, we note
your statement that the disclosure in this section is a "discussion" and "does not
constitute . . . tax advice." Investors are entitled to rely on the opinion expressed.
Refer to Section III.D.1 of Staff Legal Bulletin No. 19. Please revise accordingly. This
comment also applies to the disclosure in the section titled "Material U.S. Federal
Income Tax Consequences of the Transactions for LG Studio Shareholders."
Material Canadian Federal Income Tax Consequences of the Transactions for Lionsgate
Shareholders, page 358
We note your statements here and in the section titled "Material Canadian Federal
Income Tax Consequences of the Transactions for LG Studios Shareholders" that
conclude that:
 30.

November 13, 2024
Page 6
•non-residents of Canada generally will not be subject to tax under the Canadian
Tax Act; and
•holders of LG Studios common shares who hold such shares as capital property
for purposes of the Canadian Tax Act will generally not realize either a capital
gain or a capital loss as a result of the transactions.
Based on these statements, it appears that a Canadian tax opinion covering the
material foreign tax consequences is required. Please revise the disclosure to reflect
that these tax consequences are the opinion of counsel and file the Canadian tax
opinion as an exhibit. Refer to Footnote 40 of Staff Legal Bulletin No. 19.
Index to Financial Statements, page F-1
31.Please tell us your consideration of including financial statements of Lionsgate
Studios Holding Corp. in future amendments.
Starz Business of Lions Gate Entertainment Corp. Condensed Combined Financial
Statements for the Years Ended March 31, 2024 and 2023
Notes to Audited Combined Financial Statements
Note 10. Revenue, page F-32
32.Please explain your consideration of disclosing disaggregated revenues at a more
detailed level for the nature, amount, timing, and uncertainty of revenues and cash
flows. We note that you derive revenues from different types of subscribers both
domestically and internationally as part of your subscriber base. Refer to ASC 606-
10-50-5 and 50-6 and ASC 606-10-55-89 through 55-91.
            We remind you that the company 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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Robert Shapiro at 202-551-3273 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 14, 2023
James Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Form 10-K for Fiscal Year Ended March 31, 2022
Filed May 26, 2022
File No. 001-14880
Dear James Barge :
            We have completed our review of your filing.  We remind you that the company 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Document

 May 31, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:      Suying Li and Rufus Decker

Division of Corporation Finance

Office of Trade & Services

Re:     Lions Gate Entertainment Corp.

Form 10-K for the Fiscal Year Ended March 31, 2022
Filed May 26, 2022

Item 2.02 Form 8-K dated February 9, 2023

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us,” or “our”), to the comments of the United States Securities and Exchange Commission staff (the “Staff”) regarding our Current Report on Form 8-K dated February 9, 2023 contained in your letter dated May 23, 2023.  For your convenience, we have included your original comments, each immediately followed by Lions Gate’s response.

Item 2.02 Form 8-K dated February 9, 2023

Exhibit 99.1

Reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders..., page 18

Comment 1:     We read your response to comment 2 and continue to believe that your non-GAAP adjustment to remove the effects of the deferred tax asset valuation allowance results in individually-tailored accounting. Please remove this adjustment from Adjusted Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:

In response to the Staff's comment, we have removed the non-GAAP adjustment to remove the effects of the deferred tax asset valuation allowance from our calculation of Adjusted Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders in our Current Report on Form 8-K dated May 25, 2023, and will exclude the adjustment for the effects of the deferred tax asset valuation allowance in future filings.

*****

We hope that this letter has been helpful and responsive to your requests.  If you have any questions or comments to these responses, please contact me directly at 310-255-5159.

  Sincerely,

  /s/ James W. Barge

  James W. Barge

  Chief Financial Officer

United States securities and exchange commission logo
May 23, 2023
James Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Form 10-K for Fiscal Year Ended March 31, 2022
Filed May 26, 2022
Item 2.02 Form 8-K dated February 9, 2023
Response dated April 6, 2023
File No. 001-14880
Dear James Barge :
            We have reviewed your April 6, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to our comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to our comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 29, 2023 letter.
Item 2.02 Form 8-K dated February 9, 2023
Exhibit 99.1
Reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp.
Shareholders..., page 18
1.We read your response to comment 2 and continue to believe that your non-GAAP
adjustment to remove the effects of the deferred tax asset valuation allowance results in
individually-tailored accounting.  Please remove this adjustment from Adjusted Net
Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders.  Refer to
Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.

 FirstName LastNameJames Barge
 Comapany NameLions Gate Entertainment Corp.
 May 23, 2023 Page 2
 FirstName LastName
James Barge
Lions Gate Entertainment Corp.
May 23, 2023
Page 2

            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Document

 April 6, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:      Suying Li and Rufus Decker

Division of Corporation Finance

Office of Trade & Services

Re:     Lions Gate Entertainment Corp.

Form 10-K for the Fiscal Year Ended March 31, 2022
Filed May 26, 2022

Item 2.02 Form 8-K dated February 9, 2023

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us,” or “our”), to the comments of the United States Securities and Exchange Commission staff (the “Staff”) regarding our Current Report on Form 8-K dated February 9, 2023 contained in your letter dated March 29, 2023.  For your convenience, we have included your original comments, each immediately followed by Lions Gate’s response.

Item 2.02 Form 8-K dated February 9, 2023

Exhibit 99.1

Use of Non-GAAP Financial Measures, page 12

Comment 1:     We note your response to comment 7 and related disclosure on pages 12 and 16. The compensation expenses related to the accretion of the noncontrolling interest discount related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the recoupable portion of the purchase price, and the earned distributions related to 3 Arts Entertainment appear to be normal and recurring expenses necessary to your operations and revenue generating activities. Please revise your presentation to remove such adjustments from your non-GAAP measure reconciliations. Alternatively, tell us in greater detail why these adjustments are

appropriate. Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:

As further discussed below, the Company respectfully submits that these adjustments are appropriate and in accordance with the guidance regarding non-GAAP financial measures as they are not deemed to be normal expenses necessary to our operations and revenue generating activities and provide a meaningful alternative view that is important to understanding the Company’s operating results and earnings trends. These adjusted items are non-cash related and/or relate to the pro-rata partnership equity interest in the operating profits of the business to the noncontrolling equity interest partners.  See table below.

We considered Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations and Rule 100 (b) of Regulation G, which are presented below:

"Question 100.01

Question: Can certain adjustments, although not explicitly prohibited, result in a non-GAAP measure that is misleading?

Answer: Yes. Certain adjustments may violate Rule 100(b) of Regulation G because they cause the presentation of the non-GAAP measure to be misleading. Whether or not an adjustment results in a misleading non-GAAP measure depends on a company’s individual facts and circumstances.

Presenting a non-GAAP performance measure that excludes normal, recurring, cash operating expenses necessary to operate a registrant’s business is one example of a measure that could be misleading.

When evaluating what is a normal, operating expense, the staff considers the nature and effect of the non-GAAP adjustment and how it relates to the company’s operations, revenue generating activities, business strategy, industry and regulatory environment.

The staff would view an operating expense that occurs repeatedly or occasionally, including at irregular intervals, as recurring."

Rule 100 (b) of Regulation G

A registrant, or a person acting on its behalf, shall not make public a non-GAAP financial measure that, taken together with the information accompanying that measure and any other accompanying discussion of that measure, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.

The table below provides a further breakdown of the amounts that are disclosed in footnote 7 to the reconciliation on page 16 of Exhibit 99.1 to our Form 8-K dated February 9, 2023:

 Three Months Ended  Nine Months Ended

 December 31,  December 31,

 2022  2021  2022  2021

  (Amounts in millions)

Amortization of recoupable portion of the purchase price $ 1.9    $ 1.9    $ 5.7    $ 5.7

Noncontrolling interest discount amortization 3.3    5.0    13.3    17.6

Earned distributions 11.7    8.8    27.0    19.6

 $ 16.9    $ 15.7    $ 46.0    $ 42.9

The amortization of the recoupable portion of the purchase price and noncontrolling interest discount are noncash amortization expenses and do not reflect ongoing cash operating expenses as referred to in Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.   These items are similar to stock-based compensation since they are based on the values associated with the noncontrolling interest holders’ equity in the businesses and do not require additional operating cash. Further, these items are not necessary for the ongoing operation of our business and generation of our revenues since these were paid at the time of acquisition and were part of the overall original purchase valuation which under the accounting requirements, since they are tied to continuing employment, are reflected as a noncash expense.

With respect to the 3 Arts Entertainment “earned distributions,” while these are ultimately cash distributions, these amounts represent the noncontrolling interest holders' pro rata share of the earnings of the business, which is typically reflected below net income as “net income attributable to noncontrolling interest” in the statement of operations, and the cash payment is normally reflected as a distribution or dividend. However, since the partners do not participate in distributions if their employment with the partnership terminates under certain conditions, these amounts are treated as compensation for GAAP reporting purposes. Thus we believe the accounting treatment of this item is unusual in nature and not a “normal” operating expense.

Further, we believe the partners are incentivized through their normal salary and their equity ownership in the business, similar to other noncontrolling interest holders who work for an entity. That is, the better their performance, the higher value and higher distributions will be, whether or not the noncontrolling interest was not tied to their employment. The discontinuance of distributions if and when a partner terminates their employment was a protective provision for Lionsgate relative to our original purchase price and not ongoing compensation to the partners.

Accordingly, we do not consider these charges as normal operating expenses necessary for operations or revenue generation since the partners' participation is related to their equity ownership and such distributions would occur even if there was no protective employment clause or classification as an operating expense under GAAP. These distributions are not necessary components of operations or revenue generation but rather reflect the pro rata distribution of the profits pursuant to the equity ownership in the business by noncontrolling interest holders.

With respect to Rule 100 (b) of Regulation G, we believe that the disclosures and presentation of these non-GAAP financial measures are important and transparent. The disclosures include separately identifying these amounts in aggregate and disclosing the nature of these items in footnote 7 to the reconciliation table on page 16, disclosing in the definitions of these items

provided on page 12, as well as disclosures of these items in footnote 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

Further to the above, as mentioned in our previous response, when management, including our Chief Operating Decision Maker and our Board of Directors, reviews our segment results and our consolidated performance metrics, these charges (all of them) are excluded from segment profit, Adjusted OIBDA and Adjusted EPS and thus these adjustments and non-GAAP measures are consistent with how management reviews the business, evaluates performance and allocates resources.

In order to further enhance our disclosures in future filings, we will provide the breakdown of these costs as reflected in the table above and further explain that the earned distributions represent the 3 Arts Entertainment noncontrolling equity interest in the earnings of 3 Arts Entertainment which are reflected as an expense rather than noncontrolling interest in our statement of operations due to the relationship to continued employment.

Reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders..., page 18

Comment 2:     We read your response to comment 8. Your non-GAAP adjustment for deferred tax valuation allowance removes the effects of the valuation allowance from your GAAP tax provision and appears to change your income taxes recognition method, resulting in an individually tailored accounting. Please remove this adjustment from your reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:

We respectfully ask the Staff to reconsider its position set forth in the comment based on the following considerations.

We considered Question 100.4 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, which is presented below:

"Question 100.04

Question: Can a non-GAAP measure violate Rule 100(b) of Regulation G if the recognition and measurement principles used to calculate the measure are inconsistent with GAAP?

Answer: Yes. By definition, a non-GAAP measure excludes or includes amounts from the most directly comparable GAAP measure. However, non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered individually tailored and may cause the presentation of a non-GAAP measure to be misleading. Examples the staff may consider to be misleading include, but are not limited to:

•changing the pattern of recognition, such as including an adjustment in a non-GAAP performance measure to accelerate revenue recognized ratably over time in accordance with GAAP as though revenue was earned when customers were billed;

•presenting a non-GAAP measure of revenue that deducts transaction costs as if the company acted as an agent in the transaction, when gross presentation as a principal is required by GAAP, or the inverse, presenting a measure of revenue on a gross basis when net presentation is required by GAAP; and

•changing the basis of accounting for revenue or expenses in a non-GAAP performance measure from an accrual basis in accordance with GAAP to a cash basis."

We do not believe that the exclusion of the deferred tax valuation allowance changes our method of accounting for income taxes or reflects an individually tailored accounting principle because the recognition and measurement principles used to calculate the measure are not inconsistent with GAAP. The deferred tax valuation allowance assessment and method of accounting for such is in accordance with GAAP and is a discrete component of the Company’s overall tax provision, and this adjustment represents the exclusion of the amount of this component from the most directly comparable GAAP measure as defined under Rule 101 (a) (1) of Regulation G. Accordingly, the income tax recognition method associated with the valuation allowance adjustment has not been individually tailored and has been determined in a manner consistent with GAAP.  The Company’s deferred tax valuation allowance is a judgmentally determined noncash reserve against the Company’s deferred tax assets, which include its net operating loss carryforwards (which contribute to the Company’s assessment of the reserve in accordance with GAAP).

Further, we do not believe the presentation is misleading, but rather provides meaningful insight into the Company’s actual tax position (i.e. current and deferred taxes based on the rates and earnings or losses generated in the jurisdictions the Company operates) exclusive of the impact of the deferred tax valuation allowance.

We would note that we also reflect an adjustment for the tax impact of all the adjustments to reported net income (loss) attributable to Lions Gate Entertainment Corp. shareholders at the applicable statutory rate, which excludes consideration of the deferred tax valuation allowance. The tax impact of these adjustments including consideration of the deferred tax valuation allowance would be necessary to be consistent with our GAAP net income if we did not separately adjust for the impact of the valuation allowance on our GAAP net income or loss. Consideration of the deferred tax valuation allowance with respect to the tax impact of these adjustments would cause the tax effect of those adjustments to be zero or near zero due to the use of available net operating loss carryforwards and reversal of the valuation allowance related to the associated deferred tax asset. In many cases removing the adjustment for the impact of the deferred tax valuation allowance and adjusting the tax effect of the other adjustments inclusive of consideration of the deferred tax valuation allowance would increase our Adjusted EPS.  We believe continuing to show the impact of both the incremental tax on our adjustments based on our applicable statutory rates and the valuation allowance on our deferred tax assets (i.e. primarily net operating loss carryforwards) is an important disclosure.

We further note that this metric is consistent with our Adjusted EPS metric we use internally and share with our Board of Directors.

Based on the above, we believe our adjustment for changes to the deferred tax valuation allowance is in alignment with Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations and meets the definition of non GAAP measures under Rule 101 (a) (1) of Regulation G.  We propose that we continue to make the adjustment for the valuation allowance and enhance our disclosures as discussed in our prior response to ensure the treatment of this item is clear.

*****

We hope that this letter has been helpful and responsive to your requests.  If you have any questions or comments to these responses, please contact me directly at 310-255-5159.

  Sincerely,

  /s/ James W. Barge

  James W. Barge

  Chief Financial Officer

United States securities and exchange commission logo
March 29, 2023
James Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Form 10-K for Fiscal Year Ended March 31, 2022
Filed May 26, 2022
Item 2.02 Form 8-K dated February 9, 2023
Response dated March 23, 2023
File No. 001-14880
Dear James Barge :
            We have reviewed your March 23, 2023 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 14, 2023 letter.
Item 2.02 Form 8-K dated February 9, 2023
Exhibit 99.1
Use of Non-GAAP Financial Measures, page 12
1.We note your response to comment 7 and related disclosure on pages 12 and 16.  The
compensation expenses related to the accretion of the noncontrolling interest discount
related to Pilgrim Media Group and 3 Arts Entertainment, the amortization of the
recoupable portion of the purchase price, and the earned distributions related to 3 Arts
Entertainment appear to be normal and recurring expenses necessary to your operations
and revenue generating activities.  Please revise your presentation to remove such
adjustments from your non-GAAP measure reconciliations.  Alternatively, tell us in

 FirstName LastNameJames Barge
 Comapany NameLions Gate Entertainment Corp.
 March 29, 2023 Page 2
 FirstName LastName
James Barge
Lions Gate Entertainment Corp.
March 29, 2023
Page 2
greater detail why these adjustments are appropriate.  Refer to Question 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
Reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp.
Shareholders..., page 18
2.We read your response to comment 8.  Your non-GAAP adjustment for deferred tax
valuation allowance removes the effects of the valuation allowance from your GAAP tax
provision and appears to change your income taxes recognition method, resulting in an
individually tailored accounting.  Please remove this adjustment from your reconciliation
of Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders.  Refer
to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Document

March 23, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:      Suying Li and Rufus Decker

Division of Corporation Finance

Office of Trade & Services

Re:     Lions Gate Entertainment Corp.

Form 10-K for the Fiscal Year Ended March 31, 2022
Filed May 26, 2022

Item 2.02 Form 8-K dated February 9, 2023

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us,” or “our”), to the comments of the United States Securities and Exchange Commission staff (the “Staff”) regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2022 (the “2022 10-K”), and our Current Report on Form 8-K dated February 9, 2023 contained in your letter dated March 14, 2023.  For your convenience, we have included your original comments, each immediately followed by Lions Gate’s response.

Form 10-K for the Fiscal Year Ended March 31, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Discussion of Operating, Investing, Financing Cash Flows

Operating Activities, page 73

Comment 1:    Cash flows from operations before changes in operating assets and liabilities appears to represent a non-GAAP measure. Please remove this measure from your filings or provide the disclosures required by Item 10(e) of Regulation S-K.

Response:

We will remove from future filings the table of cash flows from operating activities included in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Discussion of Operating, Investing, Financing Cash Flows which includes the presentation of cash flows from operations before changes in operating assets and liabilities. We will revise our disclosures in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Discussion of Operating, Investing, Financing Cash Flows in future filings to discuss cash flows from operating activities as presented in our GAAP based consolidated statements of cash flows.

Consolidated Financial Statements

Consolidated Balance Sheets, page F-4

Comment 2:    Please present accounts payable separately from accrued liabilities. Refer to Rules 5-02.19 and .20 of Regulation S-X. Also, since your redeemable noncontrolling interests do not appear to be accounted for as liabilities, please move them from the liabilities section of the balance sheet in your filing to a newly-labeled section still outside of shareholders' equity. Refer to Rule 5-02 of Regulation S-X and ASC 480-10-S99.

Response:

In future filings, we will present in our consolidated balance sheets, a line item for "accounts payable", and a line item for "other accrued liabilities" in accordance with Rules 5-02.19 and .20 of Regulation S-X. We will also, if applicable, include a table in our footnote disclosures to state separately the components of "other accrued liabilities", for any item in excess of five percent of total current liabilities.

In addition, in future filings, we will add a subtotal to our consolidated balance sheets for total liabilities, and will present "redeemable noncontrolling interests", which are not accounted for as liabilities, below total liabilities outside of shareholders' equity in accordance with Rule 5-02 of Regulation S-X and ASC 480-10-S99.

Consolidated Statements of Cash Flows, page F-8

Comment 3:    Please present changes in receivables pertaining to operating activities separately from other assets. Refer to ASC 230-10-45-29.

Response:

In future filings, we will present in our consolidated statements of cash flows changes in receivables pertaining to operating activities (e.g., trade accounts receivable) separately from other assets, in accordance with ASC 230-10-45-29.

11. Noncontrolling Interests, page F-36

Comment 4:    Please tell us and disclose in greater detail the terms and conditions under which the noncontrolling interest holders have a right to put their noncontrolling interest and you have a right to call their noncontrolling interest. Also, tell us in detail how you determined that each put and call arrangement was at fair value. Clarify whether the noncontrolling interests are preferred or common stock. Furthermore, tell us whether the noncontrolling interest must be redeemed under any circumstances, such as if the employment of the noncontrolling interest holder ceases or they pass away. Refer to ASC 480-10-S99.

Response:

Term and conditions of put and call arrangements:  The time frames for the exercise of the put and call arrangements are disclosed in footnote 11 starting on page F-36. There are no conditions which change the time frames of the put or call exercise for the 3 Arts Entertainment noncontrolling interest. In the second paragraph under the 3 Arts Entertainment section on page F-36, there is a discussion indicating that if the noncontrolling interest holder's employment terminates, their participation in the put or call price could be a discount to fair value, however, the actual exercise of the put and call is not accelerated. With respect to the Pilgrim Media Group noncontrolling interest put and call, the only condition which could accelerate the Pilgrim Media Group put and call option exercise is if the noncontrolling interest holder were to terminate his employment, which would result in the put and call option becoming exercisable at that time. However, if that were the case under the original operating agreement of Pilgrim Media Group, depending on the reason for and the timing of the termination, the put and call price could be a discount to fair value. In April 2021, the operating agreement for Pilgrim Media Group was amended and the discount was removed. This is all disclosed in the second paragraph under the Pilgrim Media Group section on page F-37. We respectively submit that we believe the material terms and conditions of the exercise of the put and call arrangements are disclosed.

Determination that put and call arrangements are at fair value:  The applicable operating agreements specify that each put and call arrangement, if exercised, will be settled at fair market value, calculated as the amount that would be received if all of the assets of the respective companies were sold to a third-party at fair market value. The agreements require the parties to determine that value through negotiation and where the parties are unable to agree, independent valuation and arbitration provisions may apply. Accordingly, we determined that the exercise price of the put and call would reflect fair values of the noncontrolling interests.

Preferred or common stock:  The noncontrolling interests are in each case membership units in a limited liability company (i.e., not preferred or common stock).

Noncontrolling interest redemption provisions:  There are no provisions requiring the redemption of the Pilgrim Media Group noncontrolling interest. The only provision requiring redemption of the 3 Arts Entertainment noncontrolling interest is if a partner's employment terminates for cause, there is a redemption requirement in which 3 Arts Entertainment redeems that partner's interest for $100 and if the put and call are subsequently exercised, that party's share of the put and call proceeds, considering certain discounts depending on the nature of the for cause termination, would be remitted to such party. If the put and call arrangements are not exercised, there is no further payment from the Company or 3 Arts Entertainment and there is no other redemption requirement.

16. Segment Information, page F-50

Comment 5:    Please revise your footnote disclosure to discuss in greater detail the types of amounts included in the corporate general and administrative line item of your segment profit reconciliation.

Response:

In future filings we will disclose in greater detail the types of amounts included in the corporate general and administrative line item of our segment profit reconciliation. For example, we will disclose that the corporate general and administrative line item includes certain corporate executive expense (such as salaries and wages for the office of the Chief Executive Officer, Chief Financial Officer, General Counsel and other corporate officers), investor relations costs, costs of maintaining corporate facilities, and other unallocated common administrative support functions, including corporate accounting, finance and financial reporting, internal and external audit and tax costs, corporate and other legal support functions, and certain information technology and human resources expense. We further note that none of these costs are included in the individual segment results reviewed by our Chief Operating Decision Maker.

19. Additional Financial Information

Accumulated Other Comprehensive Income (Loss), page F-65

Comment 6:    Please present the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments. Refer to ASC 220-10-45-12.

Response:

In future filings, we will present the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, in accordance with ASC 220-10-45-12. We note that due to the Company's deferred tax valuation allowance and the adoption of ASU 2019-12 on January 1, 2021, the amount of income tax expense or benefit allocated to other comprehensive income has historically been zero, which we will disclose in future filings.

Item 2.02 Form 8-K dated February 9, 2023

Exhibit 99.1

Use of Non-GAAP Financial Measures, page 12

Comment 7:     Please tell us how you determined that your removal of the effects of purchase accounting and related adjustments from your non-GAAP measures, such as Adjusted OIBDA and Adjusted Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders, does not substitute individually-tailored recognition and measurement methods from GAAP. Refer to Question 100.4 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

Response:

We considered Question 100.4 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, which is presented below:

"Question 100.04

Question: Can a non-GAAP measure violate Rule 100(b) of Regulation G if the recognition and measurement principles used to calculate the measure are inconsistent with GAAP?

Answer: Yes. By definition, a non-GAAP measure excludes or includes amounts from the most directly comparable GAAP measure. However, non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered individually tailored and may cause the presentation of a non-GAAP measure to be misleading. Examples the staff may consider to be misleading include, but are not limited to:

•changing the pattern of recognition, such as including an adjustment in a non-GAAP performance measure to accelerate revenue recognized ratably over time in accordance with GAAP as though revenue was earned when customers were billed;

•presenting a non-GAAP measure of revenue that deducts transaction costs as if the company acted as an agent in the transaction, when gross presentation as a principal is required by GAAP, or the inverse, presenting a measure of revenue on a gross basis when net presentation is required by GAAP; and

•changing the basis of accounting for revenue or expenses in a non-GAAP performance measure from an accrual basis in accordance with GAAP to a cash basis."

We do not believe that adding back the effects of purchase accounting and related adjustments is considered an individually tailored principal because the recognition or measurement principles used to calculate the adjustments are not inconsistent with GAAP and we do not believe the presentation is misleading. We believe the adjustments to exclude these charges are consistent with the definition of non-GAAP measures (exclusion of an amount included in the most directly comparable measure) since all of the individual amounts that are being added back are measured and recognized in accordance with GAAP.

The majority of the purchase accounting and related adjustment is adjusting for the incremental GAAP expense that results from the adjustment in fair value for certain assets (primarily

intangible assets that are amortized to depreciation and amortization expense) over their carrying values that were recorded as part of historical business combinations. This adjustment is based on the GAAP based calculation reflecting the difference between the carrying value, if any, and fair value without any tailoring to the calculation.

We believe the purchase accounting and related adjustments are meaningful since they are largely non-cash (i.e. do not require ongoing cash spend), not related to internal operations but instead due to the specific event of a business combination, and are consistent with how management reviews its operating performance.

All these adjustments and the nature of them are transparently disclosed on page 12 and footnote 7 on page 16 of our Form 8-K dated February 9, 2023.

Further to the above, when management reviews our segment results and our consolidated rolled up performance metrics, including our Chief Operating Decision Maker and our Board of Directors, these charges (all of them) are excluded from segment profit, Adjusted OIBDA and Adjusted EPS and thus these adjustments and non-GAAP measures are consistent with how management reviews the business, evaluates performance and allocates resources.

Reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders..., page 18

Comment 8:     Please disclose in greater detail the nature of and reason for the deferred tax valuation allowance adjustment. Also, disclose how you computed the amount of the adjustment in each period presented.

Response:

In future filings, we will disclose in greater detail the nature of and reason for the deferred tax valuation allowance adjustment.

We will clarify that due to the Company being in a full valuation allowance position, the net amount of the tax provision reflects cash taxes paid, certain minimal foreign taxes, minimal deferred tax impact on indefinite-lived assets, and uncertain tax positions, since any tax benefits generated from pre-tax losses are reserved through increases to the valuation allowance, and tax expense resulting from pre-tax income are eliminated due to the reversal of these valuation allowance reserves.

The deferred tax valuation allowance adjustment removes the effects of the valuation allowance from our GAAP tax provision in order to reflect a tax provision based on our organizational structure across various tax jurisdictions and applicable tax rates, which the Company believes is more comparable to other companies in our industry and provides a metric reflecting the tax effect (absent valuation allowance considerations) of our earnings or losses.

The deferred tax valuation allowance adjustment is computed by identifying the portion of the change in the deferred tax valuation allowance which is included in the GAAP tax provision and GAAP net income or loss for the period. In addition, the tax effect of each of our non-GAAP adjustments is computed at the applicable statutory rate, which excludes the impact of changes in the valuation allowance.

Reconciliation of Net Cash Flows Provided by (Used in) Operating Activities to Adjusted Free Cash Flow, page 19

Comment 9:     Please expand your descri

United States securities and exchange commission logo
March 14, 2023
James Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
Re:Lions Gate Entertainment Corp.
Form 10-K for Fiscal Year Ended March 31, 2022
Filed May 26, 2022
Item 2.02 Form 8-K dated February 9, 2023
File No. 001-14880
Dear James Barge :
            We have reviewed your filings 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended March 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Discussion of Operating, Investing, Financing Cash Flows
Operating Activities, page 73
1.Cash flows from operations before changes in operating assets and liabilities appears to
represent a non-GAAP measure.  Please remove this measure from your filings or provide
the disclosures required by Item 10(e) of Regulation S-K.

 FirstName LastNameJames Barge
 Comapany NameLions Gate Entertainment Corp.
 March 14, 2023 Page 2
 FirstName LastNameJames Barge
Lions Gate Entertainment Corp.
March 14, 2023
Page 2
Consolidated Financial Statements
Consolidated Balance Sheets, page F-4
2.Please present accounts payable separately from accrued liabilities.  Refer to Rules 5-
02.19 and .20 of Regulation S-X.  Also, since your redeemable noncontrolling interests do
not appear to be accounted for as liabilities, please move them from the liabilities section
of the balance sheet in your filings to a newly-labeled section still outside of shareholders'
equity.  Refer to Rule 5-02 of Regulation S-X and ASC 480-10-S99.
Consolidated Statements of Cash Flows, page F-8
3.Please present changes in receivables pertaining to operating activities separately from
other assets.  Refer to ASC 230-10-45-29.
11. Noncontrolling Interests, page F-36
4.Please tell us and disclose in greater detail the terms and conditions under which the
noncontrolling interest holders have a right to put their noncontrolling interest and you
have a right to call their noncontrolling interest.  Also, tell us in detail how you
determined that each put and call arrangement was at fair value.  Clarify whether the
noncontrolling interests are preferred or common stock.  Furthermore, tell us whether
the noncontrolling interest must be redeemed under any circumstances, such as if the
employment of the noncontrolling interest holder ceases or they pass away.  Refer to ASC
480-10-S99.
16. Segment Information, page F-50
5.Please revise your footnote disclosure to discuss in greater detail the types of amounts
included in the corporate general and administrative line item of your segment profit
reconciliation.
19. Additional Financial Information
Accumulated Other Comprehensive Income (Loss), page F-65
6.Please present the amount of income tax expense or benefit allocated to each component
of other comprehensive income, including reclassification adjustments.  Refer to ASC
220-10-45-12.
Item 2.02 Form 8-K dated February 9, 2023
Exhibit 99.1
Use of Non-GAAP Financial Measures, page 12
7.Please tell us how you determined that your removal of the effects of purchase accounting
and related adjustments from your non-GAAP measures, such as Adjusted OIBDA and
Adjusted Net Income (Loss) Attributable to Lions Gate Entertainment Corp. Shareholders,

 FirstName LastNameJames Barge
 Comapany NameLions Gate Entertainment Corp.
 March 14, 2023 Page 3
 FirstName LastName
James Barge
Lions Gate Entertainment Corp.
March 14, 2023
Page 3
does not substitute individually-tailored recognition and measurement methods for
GAAP.  Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.
Reconciliation of Net Income (Loss) Attributable to Lions Gate Entertainment Corp.
Shareholders..., page 18
8.Please disclose in greater detail the nature of and reason for the deferred tax valuation
allowance adjustment.  Also, disclose how you computed the amount of the adjustment in
each period presented.
Reconciliation of Net Cash Flows Provided by (Used in) Operating Activities to Adjusted Free
Cash Flow, page 19
9.Please expand your description of the adjustments for net increase or decrease in
production and related loans and your production tax credit facility on page 12 to further
clarify the nature of these adjustments.  Please also provide a reconciliation of these non-
GAAP adjustment amounts to the changes in the related balance sheet amounts and your
statement of cash flows for the same reporting period.
            We remind you that the company 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.
            You may contact Suying Li at (202) 551-3335 or Rufus Decker at (202) 551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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April 17, 2020

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Chrstina Chalk, Senior Special Counsel

Valian Afshar, Special Counsel

Division of Corporation Finance

Office of Mergers and Acquisition

 Re: Lions Gate Entertainment Corp.

Schedule TO-I filed on April 9, 2020

File No. 005-55587

Ladies and Gentlemen:

We respectfully submit below the responses
of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the
Company,” “we,” “us,” or “our”), to the comments of the staff of the United States Securities
and Exchange Commission (the “Staff”) regarding our Schedule TO-I filed on April 9, 2020 (the “Schedule TO”)
contained in your letter dated April 14, 2020. For your convenience, we have included your original comments, each immediately
followed by our response. Concurrently with the submission of this response, we are filing Amendment No. 1 to the Schedule TO.

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 appropriate 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.

Response: In response
to the Staff’s comment, the Company respectfully advises the Staff that the dissemination of offer materials via email is
appropriate because, as the Staff suggests, email is the Company’s primary means of communication with all of the Company’s
employees, including with respect to compensation and benefits matters as well as its policies and procedures. All employees of
the Company are assigned a Company-provided email account upon the commencement of their employment with the Company, have regular
access to such email account and regularly receive important communications from the Company by means of such email account. In
addition, each of the Company’s employees is proficient in the use of email, has access to a Company-provided computer and
regularly uses email for communication with the Company.

Importantly, all Company employees
are currently working remotely due to “stay-at-home” orders in Los Angeles County given the impact of the novel coronavirus
pandemic and measures to prevent its spread. Email is the employees’ primary means of communicating with the Company.

For similar reasons, the Company
believes the use of email as the exclusive means of tendering and withdrawing tenders is appropriate. Electronic communication
is, and continues to be, the primary means through which employees communicate with the Company and submit important documentation
to the Company. For example, the Company’s employees communicate with the Company via email and access to specific web portals
about stock option exercises, payroll matters, participation in the Company’s employee stock purchase plan and the Company’s
other employee benefit programs. Each of the Company’s employees has access to the technology, and regularly uses such technology,
necessary to properly complete and sign their election forms and deliver such election forms to the Company via email. Moreover,
email establishes an electronic time-stamped record that is easy to track, enables the swift resolution of any deficiencies in
delivery of tenders and withdrawals, and will allow the Company to quickly confirm receipt of tenders or withdrawals, thereby giving
employees confidence that their materials have been delivered and received, and are being properly documented.

Exhibit (a)(1)A) – Offer Circular

How may I accept the Offer?, pages
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 15 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.

Response: In response
to the Staff’s comment, the Company has revised the statement on page 13 to conform to the quoted disclosure on page 15,
as follows:

“Your election to accept
or reject the Offer will become irrevocable upon the expiration time of the Offer (provided, however, 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).”

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 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 qualify the former quoted disclosure
to account for the latter quoted disclosure.

Response: In response
to the Staff’s comment, the Company has qualified the former quoted disclosure on page 15 to account for the latter quoted
disclosure on page 15, as follows:

“You may not change or
withdraw any election after the expiration time of the Offer (provided, however, 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).”

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.” All 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 proceed 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 offer 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 accordingly.

Response: In response
to the Staff’s comment, the Company has revised the lead-in paragraph to this section on page 15 as follows:

“Notwithstanding any other
provision of the Offer, we are not required to accept any Eligible Options tendered to us for exchange, and we may terminate or
amend the Offer, or postpone our acceptance and cancellation of any Eligible Options tendered to us, in each case, subject to Rule
13e-4(f)(5) under the Exchange Act, if at any time on or after the commencement date of the Offer and prior to the expiration time
of the Offer, other than through acts or omissions to act by us, any of the following events has occurred:”

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 considered
a limitation on prices for securities on any national securities exchange or in the over-the-counter market.

Response: In response
to the Staff’s comment, the Company has revised the condition as follows:

“… any general suspension of trading
in securities on any national securities exchange or in the over-the-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, please amend the condition to more narrowly tailor it.

Response: In response
to the Staff’s comment, the Company has revised the condition as follows:

“…
the commencement of a war, terrorist act, armed hostilities or other international or national crisis directly involving
the United States that would also materially adversely affect market conditions in the United States;”

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

Response: In response
to the Staff’s comment, the Company has revised the condition as follows:

“… a 20% decrease
in the closing price of the applicable class of our common shares (measured against the closing price of the applicable class of
our common shares on April 9, 2020) that occurs after April 9, 2020 and prior to the expiration time of the Offer…”

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% measured 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 also 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.

Response: In response
to the Staff’s comment, the Company has revised the condition as follows:

“…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% (based
on the price of such index at the close of business on any date after April 9, 2020 and prior to the expiration time of the Offer
as measured against the price of such index at the close of business on April 9, 2020).”

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 material 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 changes” must be adverse to the Company.

Response: In response
to the Staff’s comment, the Company has revised the condition as follows:

“…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 materially adverse to us or our subsidiaries.”

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.

Response: In response
to the Staff’s comment, the Company has revised the last bullet on page 4 of the Election Form as follows:

“Upon acceptance of the
Cancelled Options by Lionsgate, I, on my own behalf and on behalf of my heirs, dependents, executors, administrators and assigns,
hereby release Lionsgate and its successors, assigns, affiliates, representatives, directors, officers and employees, past and
present (collectively referred to in this form as “Released Persons”), with respect to and from any and all claims,
damages, agreements, obligations, actions, suits, proceedings and liabilities of whatever kind and nature, whether now known or
unknown, suspected or unsuspected (collectively referred to in this form as “Claims”), that I now own or hold or at
any time previously owned or held against any of the Released Persons and that relate to or are in any way connected with the Cancelled
Options (other than Claims arising under the federal securities laws). I acknowledge that I may later discover claims or facts
that are in addition to or are different from those which I now know or believe to exist with respect to the Cancelled Options.
Nevertheless, I hereby waive any Claim relating to or connected with the Cancelled Options that might arise as a result of such
different or additional claims or facts (other than Claims arising under the federal securities laws). I fully understand the significance
and consequence of this release.

*****

We hope that this letter has been helpful and responsive to
your requests. If you have any questions or comments to these responses, please contact me directly at akuzycz@lionsgate.com.

    Sincerely,

    /s/ Adrian Kuzycz

    Adrian Kuzycz

    Executive Vice President

    and Associate General Counsel

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

March 22, 2019
James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Re:Lions Gate Entertainment Corp.
Form 10-K for the Fiscal Year Ended March 31, 2018
Filed May 24, 2018
File No. 001-14880
Dear Mr. Barge:
            We have completed our review of your filing.  We remind you that the company 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.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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		Document

March 19, 2019

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Heather Clark

Division of Corporation Finance

Office of Transportation and Leisure

Re:

 Lions Gate Entertainment Corp.

Form 10-K for the Fiscal Year Ended March 31, 2018

Form 8-K furnished February 7, 2019

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us,” or “our”), to the comments of the United States Securities and Exchange Commission staff (the “Staff”) regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2018 (the “2018 10-K”), and our Current Report on Form 8-K furnished February 7, 2019 contained in your letter dated March 13, 2019.  For your convenience, we have included your original comments, each immediately followed by Lions Gate’s response.

Form 10-K for the Fiscal Year Ended March 31, 2018

Management's Discussion and Analysis

Results of Operations, page 57

Comment 1:    We note your disclosure that for fiscal year 2018, pretax income is composed of $972.8 million of international income and $824.1 million of loss from the United States. In light of the fact that Note 15 reflects the majority of revenue is derived in the U.S. with a minimal amount in Canada, and 17% in other foreign countries, please tell us, and consider expanding your disclosure in MD&A to discuss the nature of the foreign operations generating this significant amount of income.

Response:

While Note 15 discloses that operating revenues are primarily generated in the United States (the “U.S.”), the U.S. pre-tax losses and international pre-tax income presented in Note 13 were primarily driven by non-operating, intercompany items resulting from our internal capital structure. Our capital structure generally provides foreign affiliate dividends to our Canadian parent company (i.e., Lionsgate) and interest-related tax deductions to our U.S. companies. The larger amount of dividends and interest in fiscal year 2018 compared to prior fiscal years was attributable to our internal capital restructuring in connection with our third party debt refinancing, which resulted in accelerated dividends and interest upon the early repayment of our intercompany debt.

We note that the disclosures of the above items were incorporated into the tax section of our MD&A discussion of the 2018 10-K, which was primarily focused on explaining the key components and drivers of our consolidated income tax benefit. Our MD&A discussion describes that our income tax benefit was driven by “…the mix of our pre-tax income (loss) generated across the various jurisdictions in which we operate and the tax deductions generated by our capital structure, which includes a favorable permanent book-tax difference in our Canadian jurisdiction for certain foreign affiliate dividends”. We also describe that our income tax benefit included “…a benefit of $162.3 million primarily for foreign affiliate dividends resulting from an internal capital restructuring in connection with our third party debt refinancing.”

In order to further clarify how our international pre-tax income is generated, we will expand the discussion under the table disclosing our pre-tax income in Note 13 in future filings to indicate that our international pre-tax income is significantly impacted by these foreign affiliate dividends related to our internal capital structure. We do not believe further discussion of our foreign operations is needed in our MD&A since, as noted above, the impact on our financial statements of our internal capital structure is discussed in the "Income Tax Benefit" section on page 63 of the MD&A in our 2018 10-K.

Note 5 - Investments

Comment 2:    We note your disclosure on page F-22 that you recorded $47.8 million of losses related to “other” equity method investees. Please tell us how you assessed the guidance in Rule 4-08(g) in disclosing summarized financial information of equity method investees that meet the

significance threshold in Rule 1-02(w). In this regard it should be noted that the significance threshold for the footnote disclosure is 10%.

Response:

We evaluated the significance of all of our “other” equity method investees individually and in the aggregate under Rule 1-02(w). One of our “other” equity method investees met the significance level under the income test at just over 10%. Accordingly, we provided summarized financial information for all of our “other” equity method investees on page F-26 of our 2018 10-K, in accordance with Rule 4-08(g), and as indicated in section 2420.3 of the Staff’s Financial Reporting Manual.

Form 8-K furnished February 7, 2019

Exhibit 99.1, page 1

Comment 3:     To avoid placing undue prominence on Adjusted OIBDA, a non-GAAP measure, your header on the first page of your earnings release should include a presentation of the most comparable GAAP measure in a location with equal or greater prominence. Please review the guidance in our Compliance and Disclosure Interpretations updated April 4, 2018, specifically question 102.10, when preparing your next earnings release. Reference is made to Item 2.02, Instruction 2, of Form 8-K and the requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K. Your presentation of Free Cash Flow should be similarly revised.

Response:

In future earnings releases, when presenting non-GAAP measures, such as Adjusted OIBDA and Free Cash Flow, we will present the most directly comparable GAAP measure in a location with equal or greater prominence, in accordance with the guidance in question 102.10 of the Compliance and Disclosure Interpretations updated April 4, 2018, and the requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K, as referenced in Item 2.02, Instruction 2, of Form 8-K.

Comment 4:     We note that your reconciliation of free cash flow includes adjustments for the net change in production loans, shareholder litigation charges, and interest paid. Since free cash flow is typically calculated as cash flow from operations adjusted by capital expenditures and your definition of free cash flow differs from the typical definition per Question 102.07 of the C&DIs on non-GAAP measures updated April 4, 2018, please revise the title of this non-GAAP measure so it is not confused with free cash flow as typically calculated.

Response:

In future earnings releases, we will revise the title of our non-GAAP measure, Free Cash Flow, to "Adjusted Free Cash Flow" or similar title in order to clarify that our definition of the non-GAAP measure differs from free cash flow as typically defined, per question 102.07 of the Compliance and Disclosure Interpretations updated April 4, 2018.

*****

We hope that this letter has been helpful and responsive to your requests.  If you have any questions or comments to these responses, please contact me directly at 310-255-5159.

Sincerely,

/s/ James W. Barge

James W. Barge

Chief Financial Officer

March 13, 2019
James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
Re:Lions Gate Entertainment Corp.
Form 10-K for the Fiscal Year Ended March 31, 2018
Form 8-K furnished February 7, 2019
File No. 001-14880
Dear Mr. Barge:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2018
Management's Discussion and Analysis
Results of Operations, page 57
1.We note your disclosure that for fiscal year 2018, pretax income is composed of $972.8
million of international income and $824.1 million of loss from the United States.  In light
of the fact that Note 15 reflects the majority of revenue is derived in the U.S. with a
minimal amount in Canada, and 17% in other foreign countries, please tell us, and
consider expanding your disclosure in MD&A to discuss the nature of the foreign
operations generating this significant amount of income.
Financial Statements
Notes to Audited Consolidated Financial Statements
5. Investments, page F-22
2.We note your disclosure on page F-22 that you recorded $47.8 million of losses related to

 FirstName LastNameJames W.  Barge
 Comapany NameLions Gate Entertainment Corp.
 March 13, 2019 Page 2
 FirstName LastName
James W.  Barge
Lions Gate Entertainment Corp.
March 13, 2019
Page 2
“other” equity method investees.  Please tell us how you assessed the guidance in Rule 4-
08(g) in disclosing summarized financial information of equity method investees that meet
the significance threshold in Rule 1-02(w). In this regard it should be noted that the
significance threshold for the footnote disclosure is 10%.
Form 8-K furnished February 7, 2019
Exhibit 99.1, page 1
3.To avoid placing undue prominence on Adjusted OIBDA, a non-GAAP measure, your
header on the first page of your earnings release should include a presentation of the most
comparable GAAP measure in a location with equal or greater prominence.  Please review
the guidance in our Compliance and Disclosure Interpretations updated April 4, 2018,
specifically question 102.10, when preparing your next earnings release.  Reference is
made to Item 2.02, Instruction 2, of Form 8-K and the requirements of paragraph (e)(1)(i)
of Item 10 of Regulation S-K.  Your presentation of Free Cash Flow should be similarly
revised.
4.We note that your reconciliation of free cash flow includes adjustments for the net change
in production loans, shareholder litigation charges, and interest paid.  Since free cash flow
is typically calculated as cash flow from operations adjusted by capital expenditures and
your definition of free cash flow differs from the typical definition per Question 102.07 of
the C&DIs on non-GAAP measures updated April 4, 2018, please revise the title of this
non-GAAP measure so it is not confused with free cash flow as typically calculated.
            In closing, we remind you that the company 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.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mailstop 3561
March 6, 2018

James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for Fiscal Year Ended March 31, 2017
Filed May 25, 2017
File No. 001 -14880

Dear Mr. Barge :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
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		Document

February 20, 2018

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

Re:

 Lions Gate Entertainment Corp.

Form 10-K for the Fiscal Year Ended March 31, 2017

Filed May 25, 2017

Form 10-Q for the Fiscal Period Ended December 31, 2017

Filed February 8, 2018

File Nos. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us,” or “our”), to the comments of the United States Securities and Exchange Commission staff (the “Staff”) regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 (the “2017 10-K”), and Quarterly Report on Form 10-Q for the fiscal period ended December 31, 2017 contained in your letter dated February 13, 2018.  For your convenience, we have included your original comments, each immediately followed by Lions Gate’s response.

We respectfully submit that we do not believe that any amendment to our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 and Quarterly Report on Form 10-Q for the fiscal period ended December 31, 2017 is necessary or required in connection with the Staff’s comments.  Rather, as discussed more fully below, we hereby undertake to adjust our disclosures in future filings as appropriate.

Form 10-K for the Fiscal Year Ended March 31, 2017

Note 8 - Debt

Comment 1:    We note from your risk factor disclosure on page 39 and in Note 8 that your Senior Credit Facilities and the indenture that governs the 5.875% Senior Notes contain a number of restrictive covenants, which includes your ability to pay dividends. Please tell us your consideration to disclose the amount of retained earnings or net income that is restricted or free of restrictions for payment of dividends pursuant to Rule 4-08(e)(1) of Regulation S-X.

Response:

While we respectfully note that our disclosure discusses the existence of certain restrictive covenants, including our ability to pay dividends, the indentures governing our Senior Credit Facilities and 5.875% Senior Notes allow for the payment of dividends up to certain levels, and in certain cases, allow for the unlimited payment of dividends. At March 31, 2017, the capacity to pay dividends under our Senior Credit Facilities and 5.875% Senior Notes significantly exceeded the amount of our retained earnings or net income, and therefore net income and retained earnings were deemed free of restrictions. We will disclose in future filings the amount of retained earnings or net income that is restricted or free of restrictions.

Note 16 - Segment Information

Tabular Disclosure of Tangible Assets by Geographic Location, page F-54

Comment 2:    We are not able to reconcile your total tangible assets as disclosed here to the face of the balance sheet. Please tell us and revise to disclose what is included in the composition of total tangible assets. Please revise your future filings to exclude any intangible assets from this disclosure, as applicable. Refer to ASC 280-10-50-41 and ASC 280-10-55-23.

Response:

We respectfully note that total tangible assets represent total assets, less intangible assets, goodwill and deferred tax assets. We will revise future filings to disclose total long-lived assets, and will specifically describe what is included in the composition of total long-lived assets as total assets less the following: current assets, investments, long-term receivables, intangible assets, goodwill and deferred tax assets.

Form 10-Q for the Fiscal Period Ended December 31, 2017

Note 15 - Contingencies

Litigation, page 37

Comment 3:     We note that you disclose several legal matters related to the Starz merger, and in some instances, you indicate that you intend to vigorously defend the action. It is not clear to us which of these claims, if any, have had amounts accrued under ASC 450-20-25-2 or if there are any potential future payments deemed reasonably possible in addition to amounts previously

accrued. Please revise your future filings to disclose the following information for your loss contingencies in aggregate or individually: (1) the amount or range of reasonably possible losses in addition to the amounts accrued or (2) a statement that the reasonably possible losses cannot be estimated or are not material to your financial statements. Refer to ASC 450-20-50-3 through 50-5. We also suggest that you clarify the likely outcome using the language that is directly cited in ASC 450-20 (e.g. probable, reasonably possible, et al). Please provide us with your proposed revisions.

Response:

We will revise future filings to include the following at the beginning of the Contingency disclosures which will be followed by the description of the matters (not repeated below):

From time to time, the Company is involved in certain claims and legal proceedings arising in the normal course of business. In addition, the matters discussed below under the captions Litigation and Appraisal have arisen in connection with the Starz Merger.

The Company establishes an accrued liability for legal claims when the Company determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters.

Due to the inherent difficulty of predicting the outcome of litigation and claims, the Company often cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, if any, related to each pending matter may be. Accordingly, at this time, the Company has determined a loss related to these matters in excess of accrued liabilities is reasonably possible, however a reasonable estimate of the possible loss or range of loss cannot not be made at this time.

The Company believes  a portion of the losses that may be recognized, if any, would ultimately be recovered from insurance proceeds.

*****

The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 the Staff’s comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that this letter has been helpful and responsive to your requests.  If you have any questions or comments to these responses, please contact me directly at 310-255-5159.

Sincerely,

/s/ James W. Barge

James W. Barge

Chief Financial Officer

cc:

 Adrian Kuzycz, Esq.

Mailstop 3561
February  13, 201 8

James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica , California 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for Fiscal Year Ended March 31, 2017
Filed May 25, 2017
Form 10-Q for the Fiscal Period Ended December 31, 2017
Filed February 2, 2018
File No s. 001-14880

Dear Mr. Barge :

We have limited our review  of your filing s to the financial statements and related
disclosures and have the following comment s.  In our comment s, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to these comment s within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comment s, we may have  additional comments.

Form 10 -K for Fiscal Year Ended March  31, 201 7

Note 8 – Debt

1. We note from your risk factor disclosure on page 39 and in Note 8 that your Senior
Credit Facilities and the indenture that governs the 5.875% Sen ior Notes contain a
number of restrictive covenants, which includes your ability to pay dividends.  Please tell
us your consideration to disclose the amount of retained earnings or net income that is
restricted or free of restrictions for payment of divide nds pursuant to Rule 4 -08(e)(1) of
Regulation S -X.

James W. Barge
Lions Gate Entertainment Corp.
February  13, 201 8
Page 2

 Note  16 – Segment Information

Tabular Disclosure of Tangible Assets  by Geographic Locati on, page F -54

2. We are not able to reconcile your total tangible assets as disclosed here to the face of the
balance sheet.  Please tell us  and revise to disclose what is included in  the composition of
total tangible assets.  Please revise your future filings to exclude any intangible assets
from this disclosure , as applicable.  Refer to ASC 280 -10-50-41 and ASC 280-10-55-23.

Form 10 -Q for the Fiscal Period Ended December 3 1, 2017

Note 15 – Contingencies

Litigation , page 37

3. We note that you disclose several legal matters related to the Starz merger, and in some
instances, you indicate that you intend to vigorously defend the action.  It is not clear to
us which of these claims, if any, have had amounts accrued under ASC 450 -20-25-2 or if
there are any potential future payments deemed reasonably possible in addition to
amounts previously accrued.  Please revise your future filings to disclose the following
information for your loss contingencies in aggregate or individually: (1 ) the amount or
range of reasonably possible losses in addition to the amounts accrued or (2) a statement
that the reasonably possible losses cannot be estimated or are not material to your
financial statements.  Refer to ASC 450 -20-50-3 through 50 -5.  We also suggest that you
clarify the likely outcome using the language that is directly cited in ASC 450 -20 (e.g.
probable, reasonably possible, et al).  Please provide us with your proposed revisions.

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

You may contact Jim Dunn  at (202) 551 -3724 or me at (202) 551 -3379  with any
questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

Mail Stop 3561

March 16, 2017

James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for the Fiscal Year Ended March 31, 2016
File No. 001 -14880

Dear Mr. Barge :

We have completed our review of your filings.  We remind you that the company 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.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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		Document

March 9, 2017

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Melissa Raminpour

Branch Chief

Office of Transportation

Re:

 Lions Gate Entertainment Corp.

Form 10-K for the Fiscal Year Ended March 31, 2016

Form 10-Q for the Fiscal Quarter Ended December 31, 2016

Form 8-K furnished February 8, 2017

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us” , or “our”), to the comments of the United States Securities and Exchange Commission staff (the “Staff”) regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 (the "10-Q"), and Form 8-K furnished February 8, 2017 contained in your letter dated March 3, 2017.  For your convenience, we have included your original comments in italics, each immediately followed by Lions Gate’s response.

We respectfully submit that we do not believe that any amendment to our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016, and Form 8-K furnished February 8, 2017 is necessary or required in connection with the Staff’s comments.  Rather, as discussed more fully below, we hereby undertake to adjust our disclosures in future filings as appropriate.

Form 10-Q for the Fiscal Quarter Ended December 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Media Networks Supplemental Pro Forma Financial Information, pages 69 and 84

Comment 1:    We note that you have included pro forma information for the Media Network segment for both the three and nine months ended December 31, 2016. You disclose that the effects of purchase accounting do not affect segment profit and therefore such adjustments are not included. In this regard, please provide further details on the nature of the expenses included within direct operating expenses, distribution and marketing expenses, and general and administrative expenses given that your pro forma financial statements for the Starz acquisition furnished in an 8-K on December 9, 2016 reflect adjustments to eliminate intercompany revenue between Lions Gate and Starz, as well adjustments concerning general and administrative expenses in adjustments A14 through A17 which appear to impact segment profit. We may have further comment upon receipt of your response.

Response:

We respectfully note that the nature of expenses included within direct operating expenses, distribution and marketing expenses, and general and administrative expenses on a consolidated basis is disclosed in the 10-Q under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (the “MD&A”) on page 53 with further detail by segment on pages 58 to 60 and 72 to 74 for the three and nine months ended December 31, 2016, respectively.  In addition, the details of the inclusion or exclusion of certain items (including the exclusion of non-bonus related share-based compensation and purchase accounting) from segment profit are disclosed in the 10-Q under “Note 15.  Segment Information” on pages 38 to 39 and under “MD&A - Segment Results of Operations” on pages 62 and 76, as follows:

“Following the Starz Merger, beginning in the quarter ended December 31, 2016, the Company has revised what it will include and exclude from segment profit (loss), the primary measure used by management to evaluate segment performance. Segment profit (loss) continues to be defined as gross contribution (segment revenues, less segment direct operating and distribution and marketing expense) less segment general and administration expenses. However, segment general and administrative expenses will include annual bonuses whether granted in stock or paid in cash, which were previously included in corporate general and administrative expenses and stock-based compensation, respectively. In addition, segment profit will no longer exclude start-up costs of direct to consumer streaming services on its SVOD platforms, non-cash imputed interest charge, and backstopped prints and advertising ("P&A") expense. Segment profit will continue to exclude purchase accounting and related adjustments. As a result of the changes to the segments and definition of segment profit, the Company has presented prior period segment data in a manner that conforms to the current period presentation.”

The adjustments A14 through A17, included in our pro forma financial statements for the Starz acquisition furnished in the 8-K on December 9, 2016, do not impact segment profit. Adjustments A14 and A15 represent the elimination of intercompany sales (and the related costs) from Lionsgate to Starz. These sales and related costs would only be eliminated when consolidating the segments to arrive at the total of all segment profits and would not be applicable to the presentation of the Media Networks segment on a stand-alone basis.  Adjustment A16 represents the purchase accounting impact which is specifically disclosed as not impacting segment profit. Adjustment A17 has two adjustments to general and administrative expenses as follows: (1) an adjustment to remove the effect of the Starz merger-related

transaction costs which are separately disclosed as included in the restructuring and other line item on our unaudited condensed consolidated statement of operations and are excluded from segment profit, and (2) adjustments to share-based compensation as a result of the merger which are also excluded from segment profit.

To further enhance the segment presentation disclosures, in future filings we will add disclosure to our individual segment presentations in the Segment Results of Operations section of the MD&A stating that the segment results of operations do not include the elimination of any intersegment transactions and exclude items separately identified in the restructuring and other line item in the  statement of operations, similar to the disclosures currently provided in the 10-Q on pages 38 to 39 and page 62 and 76 regarding the exclusion of purchase accounting and non-bonus related share-based compensation.

Form 8-K furnished February 8, 2017

Exhibit 99.1

Comment 2:     Please revise your reconciliation of Adjusted OIBDA to operating loss on page 11 to begin with the GAAP measure, operating loss rather than non-GAAP measure, Adjusted OIBDA. Similarly, please revise your reconciliation of Adjusted EBITDA on page 18 to begin with net income (loss). Refer to Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:

We will revise the non-GAAP reconciliation tables in future filings to begin with the GAAP measure and reconcile that measure to the non-GAAP measure.

Comment 3:     In addition, please revise your adjustments so that you are not adjusting GAAP measures by adjusted items. In this regard, we note that you have adjustments to operating loss for “adjusted depreciation and amortization” and “adjusted share-based compensation expense” which are also non-GAAP measures. Each adjustment should be listed and explained separately. Please revise accordingly.

Response:

We respectfully inform the Staff that the measures “adjusted depreciation and amortization” and “adjusted share-based compensation” are computed under GAAP.  However, a portion of the GAAP measures, depreciation and amortization and share-based compensation, are included in separate line items presented (either in a reconciling line item or within segment profit).  For example, as disclosed in the footnotes to “adjusted share-based compensation” a portion of the total share-based compensation is included in segment general and administrative expense, and a portion is included in the restructuring and other line item, which are both GAAP based presentations. Accordingly, to properly reconcile the segment profit and Adjusted OIBDA to operating loss, the share-based compensation amount that is not included in those items is

required to be presented separately. Similarly, a portion of total depreciation and amortization is included in the purchase accounting and related adjustments line item.

In order to list and explain each adjustment separately as requested by the Staff, in future filings we will add a table to the footnote similar to the table below which identifies the total GAAP amount and clearly identifies where the components of the GAAP amounts are included in the reconciliation.

 Three Months Ended

 Nine Months Ended

 December 31,

 December 31,

 2016

 2015

 2016

 2015

 (Amounts in millions)

Total share-based compensation

 $

 29

 $

 13

 $

 74

 $

 48

Less:

Amount included in segment general and administrative expense

 (7

 )

 —

 (20

 )

 —

Amount included in restructuring and other

 —

 —

 (2

 )

 —

Adjusted share-based compensation

 $

 22

 $

 13

 $

 52

 $

 48

 Three Months Ended

 Nine Months Ended

 December 31,

 December 31,

 2016

 2015

 2016

 2015

 (Amounts in millions)

Total depreciation and amortization

 $

 13

 $

 3

 $

 23

 $

 7

Less: Amount included in purchase accounting and related adjustments

 (9

 )

 —

 (10

 )

 —

Adjusted depreciation and amortization

 $

 4

 $

 3

 $

 13

 $

 7

Comment 4:     It would appear as though the information presented on pages 13 through 15 represent pro forma information derived from combining the Starz and Lions Gate information prior to the merger at the beginning of your fiscal year 2017. Please revise to appropriately label this information as “pro forma.”

Response:

We will revise such presentations in future filings to label this information as “pro forma.”

*****

We hope that this letter has been helpful and responsive to your requests.  If you have any questions or comments to these responses, please contact me directly at 310-255-5159.

Sincerely,

/s/ James W. Barge

James W. Barge

Chief Financial Officer

cc:

 Wayne Levin, Esq.

Adrian Kuzycz, Esq.

Mail Stop 3561

March 3, 2017

James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for the Fiscal Year Ended March 31, 2016
Form 10 -Q for the Fiscal Quarter Ended December 31, 2016
Form 8 -K furnished February 8, 2017
File No. 001 -14880

Dear Mr. Barge :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 10 -Q for the Fiscal Quarter Ended December 31, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Media Networks Supplemental Pro Forma F inancial Information , pages 69 and 84

1. We note that you have included pro forma information for the Media Network segment
for both the three and nine months ended December 31, 2016.  You disclose that the
effects of purchase accounting do not affect segmen t profit and therefore such
adjustments are not included.  In this regard, please provide further details on the nature
of the expenses included within direct operating expenses, distribution and marketing
expenses, and general and administrative expenses given that your pro forma financial

James W. Barge
Lions Gate Entertainment Corp.
March 3, 2017
Page 2

 statements for the Starz acquisition furnished in an 8 -K on December 9, 2016 reflect
adjustments to eliminate intercompany revenue between Lions Gate and Starz, as well
adjustments concerning general and administrative e xpenses in adjustments A14 through
A17 which appear to impact segment profit.  We may have further comment upon receipt
of your response.

Form 8 -K furnished February 8, 2017

Exhibit 99.1

2. Please revise your reconciliation of Adjusted OIBDA to operating loss on page 11 to
begin with the GAAP measure, operating loss rather than non -GAAP measure, Adjusted
OIBDA.  Similarly, please revise your reconciliation of Adjusted EBITDA on page 18 to
begin with net income (loss).  Refer to Question 102.10 of the updated Non -GAAP
Compliance and Disclosure Interpretations issued on May 17, 2016.

3. In addition, please revise your adjustments so that you are not adjusting GAAP measures
by adjusted items.  In this regard, we note that you have adjustments to operating loss for
“adjusted depreciation and amortization” and “adjusted share -based compensation
expense” which are also non -GAAP measures.  Each adjustment should be listed and
explained separately.  Ple ase revise accordingly.

4. It would appear as though the information presented on pages 13 through 15 represent
pro forma information derived from combining the Starz and Lions Gate information
prior to the merger at the beginning of your fiscal year 2017.  Please revise to
appropriately label this information as “pro forma.”

We remind you that the company 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.

You may contact Heather Clark at 202 -551-3624 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202 -551-3379
with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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Lions Gate Entertainment
Corp.

2700 Colorado Avenue

Santa Monica, California 90404

November 4, 2016

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Sonia Bednarowski, David Orlic, J. Nolan McWilliams

 Re: Lions Gate Entertainment Corp.

Registration Statement on Form S-4

File No. 333-212792

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Lions Gate Entertainment Corp. (“Lions Gate”) hereby requests acceleration
of effectiveness of the Registration Statement on Form S-4 (File No. 333-212792) so that it may become effective at 9:00 a.m. Eastern
Time on Monday, November 7, 2016, or as soon as practicable thereafter.

[Signature Page Follows]

Please contact Gordon S. Moodie at (212) 403-1180
or GSMoodie@wlrk.com of Wachtell, Lipton, Rosen & Katz with any questions you may have concerning this request, and please
inform him when this request for acceleration has been granted. Thank you for your continued assistance.

      Sincerely,

      Lions Gate Entertainment Corp.

      By: /s/ Wayne Levin

      Name:  Wayne Levin

      Title:  General Counsel and Chief Strategic Officer

[Signature Page to Acceleration Request]

CORRESP
1
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[Letterhead of Wachtell, Lipton, Rosen &
Katz]

November 2, 2016

VIA EMAIL AND EDGAR

Mr. J. Nolan McWilliams

Attorney-Advisor

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Starz

Amendment No. 1 to Schedule 13E-3

Filed October 28, 2016 by Starz, Lions Gate Entertainment
Corp.,

Orion Arm Acquisition Inc., and Dr. John C. Malone

File No. 005-86413

Lions Gate Entertainment Corp.

Amendment No. 3 to Registration Statement on Form S-4

Filed October 28, 2016

File No. 333-212792

Dear Mr. McWilliams:

On behalf of Lions Gate Entertainment Corp.
(“Lions Gate” or the “Company”), and in response to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) to the Company’s Amendment No. 3 to
Registration Statement on Form S-4 (File No. 333-212792) filed with the Commission on October 28, 2016 (the “Registration
Statement”) and Amendment No. 1 to the Schedule 13E-3 (File No. 005-86413) filed by Starz, the Company, Orion Arm Acquisition
Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Dr. Malone with the Commission on October
28, 2016 (the “Schedule 13E-3”), set forth in your letter dated November 1, 2016 (the “Comment Letter”),
we submit this letter containing the Company’s response to the Comment Letter.

For your convenience, the text of each comment
from the Comment Letter is set forth below in bold, followed by the Company’s response. Capitalized terms not otherwise defined
in this letter have the meanings given to them in the Registration Statement.

In connection with this letter, we are filing
an amendment to the Registration Statement (“Amendment No. 4”) on the date hereof, and we will separately furnish
to the Staff a copy of Amendment No. 4 marked to show the changes made to the Registration Statement as filed on October 28, 2016.
In connection with this letter, Starz, the Company, Merger Sub and Dr. Malone are also filing an amendment to the Schedule 13E-3
(“Amendment No. 2 to the Schedule 13E-3”) on the date hereof, and we will separately furnish to the Staff a
copy of Amendment No. 2 to the Schedule 13E-3 marked to show the changes made to the Schedule 13E-3 as filed on October 28, 2016.

Page numbers referenced
in the responses refer to page numbers in Amendment No. 4, unless otherwise indicated.

Form S-4

Special Factors, page 45

Background of the Merger, page 45

 1. 1.	We note your response to our prior comment 7. Please either disclose the identity of Company A or describe the nature
of Company A’s industry and operations so that stockholders understand the alternative transactions considered and the risks
with respect to the receipt of antitrust approval.

Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure on page 46 in the section titled “Special Factors — Background of the
Merger.”

Starz’s Purpose and Reasons for the Merger, page
67

 2. We note your disclosure on page 72 that Starz’s board of directors did not consider the previous purchase prices paid
by Starz during the past two years or the historical market prices of Starz Series A common stock and Starz Series B common stock
as they considered those to be indicative of historical rather than current values. Please

      2

expand the discussion to explain
why the board chose not to consider the historical values in its determination regarding the fairness of the merger to the unaffiliated
stockholders of Starz. Similarly, please expand Lions Gate’s and Merger Sub’s discussion on page 106 and Dr. Malone’s
discussion on page 109 of why historical information was not considered.

Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure on pages 107 and 108 under the caption “Special Factors — Position of
Lions Gate and Merger Sub as to the Fairness of the Merger,” the disclosure on page 110 under the caption “Special
Factors — Position of Dr. Malone as to the Fairness of the Merger,” and the disclosure on pages 72 and 73 under
the caption “Special Factors — Starz’s Purpose and Reasons for the Merger and Other Proposals; Recommendations
of the Starz Special Committee and Starz Board of Directors; Fairness of the Merger.”

 3. We note your disclosure on page 73 that Starz did
not consider any firm offers made by any unaffiliated person, except as described in the joint proxy statement/prospectus. Please
clarify as to whether Starz received any firm offers besides those described in the heading “Background of the Merger.”

Response:

We respectfully advise the Staff
that Starz did not receive any offers (firm or otherwise), other than those described under “Background of the
Merger.” In response to the Staff’s comment, Lions Gate has revised the disclosure on page 73 under the
caption “Special Factors — Starz’s Purpose and Reasons for the Merger and Other Proposals; Recommendations
of the Starz Special Committee and Starz Board of Directors; Fairness of the Merger.”

Opinion of Starz’s Financial Advisors, page 83

Other Presentations by LionTree, page 89

 4. We note your response to our prior comment 15. With
respect to the discussion of the June 14, 2016 presentation by LionTree, please summarize the Company A discounted cash flow analysis
on slide 29 and the Luna synergies DCF on slide 34 of exhibit (c)(4). With respect to the discussion of the June 20, 2016 presentation,
please summarize the Luna DCF on slide 17 and disclose the Company A DCF equity value per share reference range on slide 32 of
exhibit (c)(5).

Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure beginning on page 90 under the caption “Opinions of Starz’s Financial
Advisors—Opinion of LionTree Advisors LLC—Other Presentations by LionTree.”

      3

Interests of Starz Directors and Executive Officers in
the Merger, page 116

Executive Officers, page 117

 5. Please disclose that Scott Macdonald will resign
as Chief Financial Officer of Starz on May 1, 2017 and discuss the extent to which he will be entitled to severance and other
benefits upon a change in control.

Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure beginning on page 119 under the caption “Interests of Starz Directors and Executive
Officers in the Merger.” Lions Gate has also made a conforming change to the disclosure on page 210.

*         *          *        *         *         *

      4

	If you have any questions or comments
regarding the foregoing, please do not hesitate to contact me at (212) 403-1180 or by email at GSMoodie@wlrk.com.

    Sincerely,

    /s/ Gordon S. Moodie

    Gordon S. Moodie

 cc Wayne Levin, Esq. (Lions Gate Entertainment Corp.)

      5

Mail Stop 3561
November  1, 2016

James  W. Barge
Chief Financial  Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20 th Floor
Vancouver, BC V6C 3R8
Canada

Re: Starz
Amendment No. 1 to Schedule 13E -3
Filed October 28, 2016  by Starz, Lions Gate Entertainment Corp.,
Orion Arm Acquisition Corp., and Dr. John C. Malone
  File No. 005-86413

 Lions Gate Entertainment Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed October 28, 2016
File No. 333 -212792

Dear Mr. Barge :

We have reviewed the above filings  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 appropri ate, please tell us why in your
response.

After reviewing 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 October 24, 2016  letter .

James W. Barge
Lions Gate Entertainment Corp.
November  1, 2016
Page 2

 Form S -4

Special Factors, page  45

Background of the Merger, page 45

1. We note your response to our prior comment 7.  Please either  disclose the identit y of
Company A or  describe  the nature of Company A’s industry and operations so that
stockholders understand the alternative transactions considered and the risk s with respect
to the receipt of antitrust approval.

Starz’s Purpose and Reasons for the Merger and Other Proposals, pag e 67

2. We note your disclosure on page 72 that Starz’s board of directors did not consider the
previous purchase prices paid by Starz during the past two years or the historical market
prices of Starz Series A common stock and Starz Series B common stock as  they
considered those to be indicative of historical rather than current value s.  Please expand
the discussion to explain why the board chose not to consider the historical values in its
determination regarding the fairness of the merger to the unaffiliat ed stockholders of
Starz.  Similarly, please expand Lions Gate’s and Merger Sub’s discussion on page 106
and Dr. Malone’s discussion on page 109 of why historical information was not
considered.

3. We note your disclosure on page 73 that Starz did not consid er any firm offers made by
any unaffiliated person , except as described in the joint proxy statement/prospectus .
Please clarify as to whether Starz received any firm offers besides those described in the
heading “Background of the Merger.”

Opinions of St arz’s Financial Advisors, page 83

Other Presentations by LionTree, page 89

4. We note your response to our prior comment 15.  With respect to the discussion of the
June 14, 2016 presentation by LionTree, please summarize the Company A discounted
cash flow a nalysis on slide 29 and the Luna synergies DCF on slide 34  of exhibit (c)(4).
With respect to the discussion of the June 20, 2016 presentation, please summarize the
Luna DCF on slide 17 and disclose the Company A DCF equity value per share reference
range  on slide 32  of exhibit (c)(5).

James W. Barge
Lions Gate Entertainment Corp.
November  1, 2016
Page 3

 Interests of Starz Directors and Executive Officers in the Merger, page 116

Executive Officers, page 117

5. Please disclose that Scott Macdonald will resign as Chief Financial Officer of Starz on
May 1, 2017 and discuss  the extent to which he will be entitled to severance and other
benefits upon a change in control.

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or ab sence of action by the staff.

Please contact Sonia Bednarowski  at (202) 551 -3666 , Justin Kisner, Office of Mergers
and Acquisitions, at (202) 551 -3788, David Orlic, Special Counsel, Office of Mergers and
Acquisitions, at (202) 551 -3503,  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

Mail Stop 3561
October 24, 2016

James  W. Barge
Chief Financial  Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20 th Floor
Vancouver, BC V6C 3R8
Canada

Re: Starz
Schedule 13E -3
Filed October 5, 2016  by Starz, Lions Gate Entertainment Corp.,
Orion Arm Acquisition Corp., and Dr. John C. Malone
  File No. 005-86413

 Lions Gate Entertainment Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed October 5, 2016
File No. 333 -212792

Dear Mr. Barge :

We have reviewed the above filings  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 yo ur
response.

After reviewing 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 .

James W. Barge
Lions Gate Entertainment Corp.
October 24, 2016
Page 2

 Schedule 13E -3

General

1. We have received your request for confidential treatment of certain information included
in several exhibits to the Schedule 13E -3.  We will provide under separate cover any
comments related to your confidential treatment request.

2. Refer to the last sentence of the first full paragraph on page iii.  This implied disclaimer
of respons ibility for information provided by other filing persons is inconsistent with the
attestation accompanying each filing person’s signature that, to the best of their
knowledge and belief, the information set forth in the schedule is true, complete, and
correct.  Please revise accordingly.  Refer to Exchange Act Rule 13e -100.

3. Refer to the last paragraph on page iii.  Having determined  to file this Schedule 13E -3, it
is not appropriate for a filing person  to implicitly or explicitly disclaim that it is an
“affiliate”  as defined in Rule 13e -3 or that it is engaged in the Rule 13e -3 transaction.
Please revise this paragraph accordingly.  Please similarly revise the first paragraphs
under “Position of Lions Gate and Merger Sub . . .” and “Position of Dr. Malo ne . . .” on
page 100 of the jo int proxy statement/prospectus.

4. Please disclose in the joint proxy statement/prospectus the information required by
Item 1012(d), Item 1013(c), Instruction 3 to Item 1013, Item 1014(c) and Item 1014(d)  of
Regulation M -A, or direct us to where this disclosure currently appears in the document.

5. Please provide an analysis as to the necessity of a Schedule 13D amendment in l ate 2014
by Dr. Malone when his discussions began with Lions Gate.

6. Please provide an analysis as to the n ecessity of a Schedule 13D amendment by Lions
Gate promptly after June 2, 2016 when it presented its preliminary proposal to acquire
Starz.

Form S -4

Special Factors, page 45

Background of the Merger, page 45

7. Please identify each individual of Starz and  Lions Gate that was present at each of the
meetings discussed .  Please also disclose the name of Company A.

8. We note your disclosure on page 46 that in J anuary  2015, Lions Gate and Dr. Malone
began  negotiating a transaction where  Dr. Malone would exchan ge all of his beneficially
held shares of Starz common stock with Lions Gate for Lions Gat e common s tock and a

James W. Barge
Lions Gate Entertainment Corp.
October 24, 2016
Page 3

 position on the Lions Gate board of directors .  Please disclose which party initiated this
negotiation.

Starz’s Purpose and Reasons for the Merger , page 65

9. We note that Starz relied on the opinion s of LionTree Advisors LLC and Raine Securities
LLC in its fairness determination.  Please address how Starz , Lions Gate , and Merger
Sub, were able to conclude that the transaction is fair to unaffili ated security holders
given that the LionTree opinion does not include Starz directors and officers in the
definition of “excluded parties.”  Similarly, please address how Starz, Lions Gate, Merger
Sub, and Dr. Malone  were able to conclude that the transac tion is fair to unaffiliated
security holders given Raine’s definition of “Excluded Series A Holders” in the last
paragraph on page 87.

10. Each filing person should state whether it believes the transaction is substantively and
procedurally fair to unaffil iated security holders.  Please clarify  the Starz  board of
directors ’ determination whether the merger is substantively  and procedurally  fair to the
unaffiliated stockholders of Starz .  Similarly, please clarify  on page 100 Dr. Malone ’s
beliefs whether the transaction is substantially and procedurally fair to Starz’s
unaffiliated stock holders .

11. Please disclose the extent to which all filing persons took into account historical market
prices, net book value, going concern value, liquidation value , and pur chase prices paid
in previous purchases during the past two years as disclosed on page 260.   See
Instruction  2 to Item 1014.   If any of the factors listed in that instruction were not
considered, or were considered but not deemed relevant in the context of  this transaction,
this decision may be material to shareholders .  See Exchange Act  Release No. 34-17719
(April 13, 1981), Questions 20 and 21.

Opinion of PJT Partners LP , page 71

12. We note several statements here and in Annex B to the effect that PJT assumes no
responsibility for p rojections, financial analyses, estimates, forecasts  and similar data
used in its analyse s.  While it may be acceptable to include qualifying language
concerning data provided by other parties , it is inappropriate to disclaim responsibi lity for
disclosure appearing in the document .  Please revise.

Opinion of LionTree Advisors LLC, page 80

13. Disclosure on page 82 states that LionTree’s opinion was provided solely for the benefit
of the Starz board of directors .  Please delete this disclaimer of responsibility to
shareholders  from any portion of the document in which it appears (including exhibits) .

James W. Barge
Lions Gate Entertainment Corp.
October 24, 2016
Page 4

 Other Matters, page 86

14. We note that LionTree has not received any compensation for services provided to Starz
in the past two years.  Please disclose all compensation paid to LionTree in the past two
years by affiliates  of Starz , including Dr.  Malone.   See Item 1015(b)(4) of
Regulation  M-A.

Other Presentations by LionTree, page 86

15. Regarding the June 14 and June  20 presentations, please summarize the financial
analyses for both  the Lions Gate  transaction  (with and without synergies) and the
“Company A”  transaction,  plus the analys is comparing the two offers.

Opinion of Raine Securities LLC , page 87

June 15, 201 6 Preliminary Financial Presentation, page 98

16. Please summarize the analyses prepared in connection with the alternative proposal by
Company A.

Position of Lions Gate and Merger Sub as to the Fairness of the Merger, page 100

17. You state in the third paragraph of this section that the foregoing discussion of factors “is
believed to include all material factors considered by Lions Gate and Merger Sub. . . .”
It is not appropriate for the filing persons to qualify in this manner the factors considered
in their fairness determination.  Please revise accordingly.  The discussion of the material
factors considered by Dr. Malone in the last paragraph on page 101 should be similarly
revised.

Source and Amount of Funds, page 139

18. Please briefly describe any plans or arrangements to finance or repay the loan , or, if no
plans or arrangements have been made, so state.  Refer to Item 1007(d)(2) of Regulation
M-A.

Cautionary Statement Regarding Forward -Looking Statements, page 163

19. Forwar d-looking statements made in connection with going private transactions are
excluded from the safe harbor in Section 27A of the Securities Act and Section 21E of
the Exchange Act.  Please disclose that the safe harbor provisions referenced in the
periodic reports incorporated by reference into the joint proxy statement/prospectus do
not apply to any forward -looking statements you make in connection with this going
private transaction.  Please also refrain from referencing the safe harbor provisions in

James W. Barge
Lions Gate Entertainment Corp.
October 24, 2016
Page 5

 futur e filings, press releases, or other communications relating to this going private
transaction.

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absen ce of action by the staff.

Please contact Sonia Bednarowski  at (202) 551 -3666 , David Orlic, Special Counsel,
Office of Mergers and Acquisitions, at (202) 551 -3503,  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

CORRESP
1
filename1.htm

[Letterhead of Wachtell, Lipton, Rosen
& Katz]

October 28, 2016

VIA EMAIL AND EDGAR

Mr. J. Nolan McWilliams

Attorney-Advisor

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Starz

Schedule 13E-3

Filed October 5, 2016 by Starz, Lions Gate Entertainment Corp.,

Orion Arm Acquisition Inc., and Dr. John C. Malone

File No. 005-86413

Lions Gate Entertainment Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed October 5, 2016

File No. 333-212792

Dear Mr. McWilliams:

On behalf of Lions Gate Entertainment Corp.
(“Lions Gate” or the “Company”), and in response to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) to the Company’s Amendment No. 2 to
Registration Statement on Form S-4 (File No. 333-212792) filed with the Commission on October 5, 2016 (the “Registration
Statement”) and the Schedule 13E-3 (File No. 005-86413) filed by Starz, the Company, Orion Arm Acquisition Inc., a wholly
owned subsidiary of the Company (“Merger Sub”), and Dr. Malone with the Commission on October 5, 2016
(the “Schedule 13E-3”), set forth in your letter dated October 24, 2016 (the “Comment Letter”),
we submit this letter containing the Company’s response to the Comment Letter.

For your convenience,
the text of the comment from the Comment Letter is set forth below in bold, followed by the Company’s response. Capitalized
terms not otherwise defined in this letter have the meanings given to them in the Registration Statement.

In connection with this
letter, we are filing an amendment to the Registration Statement (“Amendment No. 3”) on the date hereof, and
we will separately furnish to the Staff a copy of Amendment No. 3 marked to show the changes made to the Registration Statement
as filed on October 5, 2016. In connection with this letter, Starz, the Company, Merger Sub and Dr. Malone are also filing an amendment
to the Schedule 13E-3 (“Amendment No. 1 to the Schedule 13E-3”) on the date hereof, and we will separately furnish
to the Staff a copy of Amendment No. 1 marked to show the changes made to the Schedule 13E-3 as filed on October 5, 2016.

Page numbers referenced
in the responses refer to page numbers in Amendment No. 3, unless otherwise indicated.

Schedule 13E-3

General

 1. We have received your request for confidential treatment
of certain information included in several exhibits to the Schedule 13E-3. We will provide under separate cover any comments related
to your confidential treatment request.

Response:

Lions Gate respectfully acknowledges the
Staff’s comment that any comments related to its confidential treatment request will be provided under separate cover.

 2. Refer to the last sentence of the first full paragraph
on page iii. This implied disclaimer of responsibility for information provided by other filing persons is inconsistent with the
attestation accompanying each filing person’s signature that, to the best of their knowledge and belief, the information
set forth in the schedule is true, complete, and correct. Please revise accordingly. Refer to Exchange Act Rule 13e-100.

    2

Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure on page iii of Amendment No. 1 to the Schedule 13E-3.

 3. Refer to the last paragraph on page iii. Having
determined to file this Schedule 13E-3, it is not appropriate for a filing person to implicitly or explicitly disclaim that
it is an “affiliate” as defined in Rule 13e-3 or that it is engaged in the Rule 13e-3 transaction. Please revise this
paragraph accordingly. Please similarly revise the first paragraphs under “Position of Lions Gate and Merger Sub . . .”
and “Position of Dr. Malone . . .” on page 100 of the joint proxy statement/prospectus.

Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure on page iii of Amendment No. 1 to the Schedule 13E-3, beginning on page 105 of Amendment
No. 3 under the caption “Special Factors — Position of Lions Gate and Merger Sub as to the Fairness of the Merger”
and beginning on page 107 of Amendment No. 3 under the caption “Special Factors — Position of Dr. Malone as to the
Fairness of the Merger.”

 4. Please disclose in the joint proxy statement/prospectus
the information required by Item 1012(d), Item 1013(c), Instruction 3 to Item 1013, Item 1014(c) and Item 1014(d) of Regulation
M-A, or direct us to where this disclosure currently appears in the document.

Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure as follows:

 · Item 1012(d): In response to the Staff’s comment, Lions Gate has revised the disclosure on page 202 under the caption
“The Starz Special Meeting — Starz Record Date; Stock Entitled to Vote.”

 · Item 1013(c): In response to the Staff’s comment, Lions Gate has revised the disclosure on page 66 under the caption
“Special Factors — Lions Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the
Lions Gate Board of Directors,” on page 67 under the caption “Special Factors — Starz’s Purpose and Reasons
for the Merger and Other Proposals; Recommendations of the Starz Special Committee and Starz Board of Directors; Fairness of the
Merger” and on page 109 under the caption “Special Factors — Position of Dr. Malone as to the Fairness of the
Merger.”

 · Instruction
                                         3 to Item 1013: In response to the Staff’s comment, Lions Gate has added disclosure
                                         on page 267 under the caption “Security Ownership of Certain Beneficial
                                         Owners and Management.”

 · Item 1014(c):
                                         In response to the Staff’s comment, Lions Gate has revised the disclosure on page
                                         8 under the question “Is the merger structured so that approval of at least a majority
                                         of unaffiliated security holders of Starz is required?”, on page 71 under the
                                         caption “Special Factors — Starz’s Purpose and Reasons for the Merger and Other
                                         Proposals; Recommendations of the Starz Special Committee and Starz Board of Directors;
                                         Fairness of the Merger,” on page 106 under the caption “Special Factors —
                                         Position of Lions Gate and Merger Sub as to the Fairness of the Merger,” and on
                                         page 107 under the caption “Special Factors — Position of Dr. Malone as to the
                                         Fairness of the Merger.”

    3

 · Item 1014(d):
                                         In response to the Staff’s comment, Lions Gate has revised the disclosure on page
                                         10 under the question “Have a majority of directors who are not employees of Starz
                                         retained an unaffiliated representative to act solely on behalf of unaffiliated security
                                         holders of Starz for purposes of negotiating the terms of the merger and/or preparing
                                         a report concerning the fairness of the merger?”, on page 71 under the caption
                                         “Special Factors — Starz’s Purpose and Reasons for the Merger and Other Proposals;
                                         Recommendations of the Starz Special Committee and Starz Board of Directors; Fairness
                                         of the Merger,” on page 106 under the caption “Special Factors — Position
                                         of Lions Gate and Merger Sub as to the Fairness of the Merger,” and on page 107
                                         under the caption “Special Factors — Position of Dr. Malone as to the Fairness
                                         of the Merger.”

 5. Please provide an analysis as to the necessity of
a Schedule 13D amendment in late 2014 by Dr. Malone when his discussions began with Lions Gate.

Response:

Dr. Malone filed his initial Schedule 13D
with respect to his ownership of securities of Starz (then known as Liberty Media Corporation) on October 3, 2011,
after acquiring shares of Starz in connection with the split-off transaction completed on September 23, 2011 by Liberty Interactive
Corporation. Item 4 of Dr. Malone’s initial Schedule 13D stated that Dr. Malone may acquire or dispose of shares of Starz
in the future, taking into consideration various factors, such as Starz’s business and prospects, other developments concerning
Starz, other business opportunities available to Dr. Malone, estate planning considerations and general economic and stock market
conditions, including but not limited to, the market price of Starz’s common stock.

In late 2014, Lions Gate initiated negotiations
with Dr. Malone in which Dr. Malone indicated to Lions Gate and Mr. Maffei that he might be interested in supporting a potential
business combination transaction. These discussions were preliminary in nature and no offer was made by Lions Gate at that time.
At that time, Dr. Malone was responding to the prospect of a potential proposal for a business combination from Lions Gate by indicating
the conditions under which he might be interested in supporting such a transaction and he had not formed any intention of, or plans
to, support or pursue such a business combination.

Dr. Malone concluded that it was not necessary
to amend his Schedule 13D at that time because these discussions did not constitute a “material change . . . in the facts
set forth in” his Schedule 13D, as amended. 17 C.F.R. § 240.13d-2(a). The discussions with Lions Gate were preliminary
and non-binding and Dr. Malone had no reason to believe that an understanding or agreement for such a transaction would be reached
between Starz and Lions Gate. Dr. Malone had not formulated a specific intention to engage in any of the transactions enumerated
in Items 4(a)-(j) of Schedule 13D and was merely indicating the conditions under which he might be willing to help facilitate such
a transaction if the parties could reach an agreement, which was also speculative at such time.

For these reasons, Dr. Malone does not
believe that Lions Gate’s preliminary non-binding discussions about the possibility of a business combination to acquire
Starz constituted a material change from the facts set forth in his Schedule 13D, and believes instead that disclosing the details
of that proposal may have been misleading in light of the uncertainty as to whether discussions with Lions Gate regarding a potential
transaction would in fact result in a transaction and what the terms of any such transaction would be. (Please see the case law
supporting this reasoning set forth in the response to comment 6 below.) Dr. Malone therefore does not believe that an
amendment to his Schedule 13D was necessary promptly after his discussions with Lions Gate in late 2014.

    4

 6. Please provide an analysis as to the necessity of
a Schedule 13D amendment by Lions Gate promptly after June 2, 2016 when it presented its preliminary proposal to acquire Starz.

Response:

Lions Gate filed its initial Schedule 13D
with respect to its ownership of securities of Starz on March 30, 2015 upon the consummation of the exchange offer with Dr. John
Malone. Item 4 of Lions Gate’s initial Schedule 13D stated that Lions Gate acquired the shares based on its view that they
represented an attractive investment opportunity, that Lions Gate may acquire or dispose of shares of Starz in the future, that
Lions Gate would evaluate various alternatives that are or may become available to Lions Gate with respect to Starz and may from
time to time consider, formulate and implement various plans or proposals intended to enhance the value of its investment in Starz,
including proposing or effecting any matter that would constitute or result in any of the matters enumerated in Items 4(a)-(j)
of Schedule 13D.

Lions Gate amended its Schedule 13D on February
4, 2016, promptly following a meeting on February 2, 2016 of the Lions Gate board of directors in which Lions Gate’s board
authorized management to proceed with exploring whether there might be a mutually beneficial combination between Lions Gate and
Starz. Accordingly, Item 4 of Amendment No. 1 to Lions Gate’s Schedule 13D stated that Lions Gate had informed Starz management
“that [Lions Gate] intends to explore whether there is a potential mutually beneficial combination of the two companies,”
and that “[t]oward that end, [Lions Gate] intend[s] to have discussions with [Starz], its affiliates, and other persons about
potential combinations that may involve stock or a combination of stock and cash.”

It is important to note that Amendment
No. 1 to Lions Gate’s Schedule 13D was not a generic boilerplate statement that Lions Gate may or may not engage in various
transactions in the future. Instead, it was a specific statement as to Lions Gate’s present intention to pursue with Starz
a specific transaction enumerated within Item 4, a business combination between the parties. The statement disclosed the fact
that Lions Gate had communicated this intention to management of Starz, disclosed that the consideration in the transaction may
involve stock or a combination of stock or cash, and disclosed Lions Gate’s intent to have discussions in pursuit of this
business combination, with Starz, affiliates of Starz and other persons. Amendment No. 1 disclosed that Lions Gate had a plan
to pursue a combination of the two companies, that it had communicated that plan to Starz and that it intended to pursue
the plan in discussions between the parties.

Lions Gate’s disclosure in this regard
is different from generic boilerplate disclosure at issue in proceedings in which the Commission has identified violations of Section
13(d)(2) and Rule 13d-2(a). In those proceedings, the filers’ Schedule 13Ds contained boilerplate disclosures indicating
at most that such filers might engage in disclosable transactions in the future, even though they had formulated plans to pursue
such transactions and had taken active steps toward doing so. See In re Shuipan Lin, Exchange Act Release No. 74497, at
3 (Mar. 13, 2015)

    5

(respondent disclosed in his Schedule 13D that he had “no
plans or proposals” with respect to the issuer, but the facts showed that he was “seriously consider[ing] and “had
taken steps in pursuit of a going private transaction”); In re Ciabattoni Living Trust Dated August 17, 2000, Exchange
Act Release No. 74499, at 6-7 (Mar. 13, 2015) (respondent disclosed in its Schedule 13D that it did “not have any present
plans or proposals,” but the facts showed that it “took a series of steps in furtherance of undertaking a going-private
transaction”); In re Anthony J. Ciabattoni, Exchange Act Release No. 74500, at 6-7 (Mar. 13, 2015) (same); In
re Jane G. Ciabattoni, Exchange Act Release No. 74501, at 6-7 (Mar. 13, 2015) (same); In re SMP Investments I, LLC,
Exchange Act Release No. 74502, at 6-7 (Mar. 13, 2015) (same); In re Brian Potiker, Exchange Act Release No. 74503, at
6-7 (Mar. 13, 2015) (same); In re William A. Houlihan, Exchange Act Release No. 74504, at 6-7 (Mar. 13, 2015) (same); In
re William A. Wilkerson & Phoenix Group of Fla., Inc., Exchange Act Release No. 48703, at 5 (Oct. 27, 2003) (filer’s
“boilerplate” disclosure that he “might” pursue an extraordinary corporate transaction required
amendment in light of his intention to take the issuer private) (emphasis added); see also Comment Letter to LaunchEquity
Partners, LLC et al. re: MakeMusic Inc. (Apr. 15, 2013) (determining that in light of filer’s discussions and proposal

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

CORRESP
1
filename1.htm

[Letterhead of Wachtell, Lipton, Rosen & Katz]

September 6, 2016

VIA EMAIL AND EDGAR

Mr. J. Nolan McWilliams

Attorney-Advisor

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Lions Gate Entertainment Corp.

Registration Statement on Form S-4

Filed August 1, 2016

File No. 333-212792

Dear Mr. McWilliams:

On behalf of Lions Gate
Entertainment Corp. (“Lions Gate” or the “Company”), and in response to the comments of the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to
the Company’s registration statement on Form S-4 (File No. 333-212792) filed with the Commission on
August 1, 2016 (the “Registration Statement”), set forth in your letter dated August 29, 2016 (the “Comment
Letter”), we submit this letter containing the Company’s response to the Comment Letter.

For your convenience,
the text of the comment from the Comment Letter is set forth below in bold, followed by the Company’s response. Capitalized
terms not otherwise defined in this letter have the meanings given to them in the Registration Statement.

In connection with
this letter, we are filing an amendment to the Registration Statement (“Amendment No. 1”) on the date hereof, and
we will separately furnish to the Staff a copy of Amendment No. 1 marked to show the changes made to the Registration Statement
as filed on August 1, 2016.

 Page numbers
referenced in the responses refer to page numbers in Amendment No. 1.

General

 1. Please provide us your analysis whether the (i) merger transaction, (ii) reclassification, or (iii) share issuance under
the M-B Exchange have a reasonable likelihood of producing, either directly or indirectly, the effects described in Rule 13e-3(a)(3)
of the Exchange Act. In your analysis, please address: (a) whether Lions Gate is an “affiliate” of Starz in light of
its beneficial ownership of Starz Class A Series common stock; and (b) whether Lions Gate is under “common control”
with Starz in light of its relationship with Dr. John C. Malone.

Response:

Set forth below is Lions Gate’s analysis
as to why none of the merger transaction, reclassification or share issuance under the M-B Exchange have a reasonable likelihood
of producing, either directly or indirectly, the effects described in Rule 13e-3(a)(3) of the Exchange Act.

In summary, the merger is not a transaction
covered by Rule 13e-3(a)(3)(i) because Lions Gate is not an affiliate of Starz and because Lions Gate is not under common control
with Starz, and neither the reclassification nor the M-B Exchange would produce any of the effects described in Rule 13e-3(a)(3)(ii).
Moreover, the merger and related transactions were negotiated vigorously at arm’s-length and do not implicate the policy
concerns of Rule 13e-3.

I. The merger

Rule
13e-3 applies to transactions to acquire securities of an issuer by the issuer or an affiliate of the issuer. Rule 13e-3(a)(1)
defines an affiliate of an issuer as “a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with such issuer.” Control is defined in Exchange Act Rule 12b-2 to include
“the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.” Footnote 28 to Exchange Act Release No. 17719
states that “[t]he existence of a control relationship . . . does not turn solely upon the ownership of any specific percentage
of securities. Rather, the question is whether there is the ability, directly or indirectly, to direct or cause the direction of
the management and policies of [the target], whether through the ownership of voting securities, by contract or otherwise.”

      2

For the reasons set forth below, the Company
respectfully advises the Staff that the merger is not subject to Rule 13e-3 because Lions Gate is not an affiliate of Starz, in
that (i) Starz is not controlled by Lions Gate and (ii) Lions Gate and Starz are not under common control because Dr. John C. Malone controls neither
Lions Gate nor Starz. Furthermore, the merger was negotiated vigorously at arm’s-length and does not implicate the policy
concerns of Rule 13e-3.

A. Starz is not controlled by Lions Gate

Lions Gate has no ability to direct or cause
the direction of the management or policies of Starz, through ownership of voting securities, contract or otherwise. Thus, Lions
Gate does not control Starz and is not an affiliate of Starz.

 · Lions Gate
                                         has No Representation on the Starz Board of Directors. The Starz board of directors
                                         is composed entirely of directors who are independent of Lions Gate. Lions Gate has no
                                         power to appoint any director to the board of directors of Starz. Lions Gate’s
                                         holdings of Starz common stock cannot be voted by Lions Gate with respect to the election
                                         of directors because of the irrevocable proxy granted to Dr. Malone by Lions Gate.
                                         Thus, Lions Gate has no direct or indirect power over the composition of the Starz board
                                         of directors.

 · Lions Gate has No Veto or Other Rights. Lions Gate has no right to veto any action of the Starz board of directors or
management or to require the Starz board of directors or management to take or refrain from taking any action.

 · Lions Gate has No Relationships with Management of Starz. Lions Gate is not affiliated with any of Starz’s current
executive officers. The executive officers of Starz are appointed by the Starz board of directors, which is independent from Lions
Gate (as noted above).

 · Lions Gate’s Voting Power as a Stockholder of Starz is Limited. Based on Lions Gate’s Schedule 13D/A filed
on July 1, 2016 and the number of shares of Starz common stock outstanding as of August 31, 2016, Lions Gate and its subsidiaries
hold approximately 4.8% of the outstanding shares of Starz common stock, representing approximately 15.1% of the voting power of
Starz common stock. Furthermore, Lions Gate is not entitled to vote these shares in the election of directors or any other matter,
other than issuances of securities, business combinations and similar extraordinary transactions. Thus, Lions Gate’s existing
holdings of Starz common stock afford it no influence with respect to the election of directors or policies or management of Starz.

 · No Other Indicia of Control. There are no contractual or other arrangements between Lions Gate and Starz granting Lions
Gate the power to direct or cause the direction of management and policies of Starz.

For the reasons outlined above, Lions Gate
does not control Starz.

      3

B. Lions Gate is not under common control
with Starz

For Lions Gate to be under “common
control” with Starz in light of its relationship with Dr. Malone, Dr. Malone must control both Lions Gate and Starz. However,
Dr. Malone controls neither company and there is no other person that controls both companies.

1. Lions Gate is not controlled by Dr. Malone

 · Dr. Malone Holds One of 14 Board Seats at Lions Gate. The Lions Gate board of directors consists of 14 directors, including
Dr. Malone. Two other directors, Messrs. Michael Fries and David Zaslav, are associated with companies in which Dr. Malone is a
significant stockholder (Liberty Global plc (“LGP”) and Discovery Communications, Inc. (“Discovery”),
respectively), but Dr. Malone does not have a majority voting interest in these companies. Dr. Malone has no power to appoint or
remove Messrs. Fries and Zaslav from the board of directors of Lions Gate and these directors, as well as Dr. Malone, are subject
to the same fiduciary duties as Lions Gate’s other directors. The 11 other directors on the Lions Gate board of directors
have no past or present affiliation with Dr. Malone. In addition, there are currently two Lions Gate directors, plus a third nominee
who will become a director on September 13, 2016, if elected, who are designated by MHR Fund Management, which is independent from
Dr. Malone and is Lions Gate’s largest stockholder. Taken together, Dr. Malone’s single board seat does not provide
him with the power to direct, or cause the direction of, the management or policies of Lions Gate.

 · Dr. Malone has No Veto or Other Rights with Respect to Lions Gate. Dr. Malone has no right to veto any action of the
Lions Gate board of directors or management or to require the Lions Gate board of directors or management to take or refrain from
taking any action.

 · Dr. Malone is Not Affiliated with Management of Lions Gate. Dr. Malone is not affiliated with any of Lions Gate’s
current executive officers. The executive officers of Lions Gate are appointed by the Lions Gate board of directors, on which Dr.
Malone is one of 14 directors, and a majority of the remaining directors are independent from Dr. Malone (as noted above).

 · Dr. Malone’s
                                         Holdings in Lions Gate Common Stock are Limited. Dr. Malone holds 3.4% of the outstanding
                                         shares of Lions Gate common stock through two foundations and two trusts. As disclosed
                                         in Lions Gate’s proxy statement for the 2016 annual meeting of stockholders, there
                                         are at least six other stockholders of Lions Gate known to Lions Gate that beneficially
                                         own more common stock of Lions Gate than Dr. Malone, all of which are independent of Dr. Malone. While two public companies in which Dr. Malone is a significant
                                         stockholder (LGP and Discovery) beneficially own an additional 6.8% of the outstanding
                                         shares of Lions Gate common stock in the aggregate, Dr. Malone does not have a majority
                                         voting interest in these companies and has no power to direct the voting or disposition
                                         of the shares held by these companies, nor does he report beneficial ownership of such
                                         shares.

      4

 · Dr. Malone’s Influence is Limited by the Voting and Standstill Agreement. Dr. Malone’s influence as a stockholder
of Lions Gate is further limited by the voting and standstill agreement to which he is a party, which is described in the joint
proxy statement/prospectus on pages 155 – 156. Under the voting and standstill agreement, Dr. Malone, LGP and Discovery agreed,
until November 10, 2020, to cap their aggregate vote at 13.5% of Lions Gate’s outstanding voting power, and agreed that all
of the Lions Gate common shares beneficially owned by them in the aggregate in excess of 13.5% will be voted in the same proportion
as the votes cast by shareholders other than them. Concurrently with the execution of the merger agreement, on June 30, 2016, the
parties to the voting and standstill agreement entered into an amendment to the voting and standstill agreement, to, among other
changes, increase the voting cap to the greater of (i) 13.5% of the total voting power of Lions Gate and (ii) if the merger or
the exchange occurs, the lesser of (A) 14.2% of the total voting power of Lions Gate and (B) the percentage of the total voting
power held by LGP, Discovery and Dr. Malone following consummation of the merger or exchange. Until November 10, 2020, the parties
also agreed they would not beneficially own more than 18.5% of Lions Gate’s outstanding voting power in the aggregate.

 · No Other Indicia of Control. There are no contractual arrangements granting Dr. Malone, or other indicia that Dr.
                                                                                                               Malone has, the power to direct or cause the direction of management and policies of Lions Gate. Lions Gate is party to an
                                                                                                               investor rights agreement that is described in the joint proxy statement/prospectus on page 155, which provides that Lions Gate will not
                                                                                                               adopt a poison pill or rights plan that would prevent Dr. Malone, LGP and Discovery from acquiring shares in a manner
                                                                                                               permitted under the voting and standstill agreement.

2. Starz is not controlled by Dr. Malone

 · Dr. Malone is Not a Director of Starz and has No Right to Appoint or Remove Directors of Starz. Dr. Malone does not
sit on the nine-member board of directors of Starz and does not have the right to appoint, or to cause the removal of, any director
of Starz. One director, Mr. Gregory Maffei, is associated with companies in which Dr. Malone is a significant stockholder, but
Dr. Malone does not have a majority voting interest in such companies. Another director, Mr. Daniel Sanchez, is related to Dr.
Malone, but Dr. Malone does not control Mr. Sanchez. A third director, Mr. Tanabe was previously associated with companies
in which Dr. Malone is a significant stockholder. None of these directors are controlled by Dr. Malone and these directors are
subject to the same fiduciary duties as Starz’s other directors. The Nominating and Governance Committee of Starz, which
is composed entirely of directors unaffiliated with Dr. Malone, identifies and nominates directors to the board of directors of
Starz. One member of the Nominating and Governance Committee, Mr. Irving Azoff, was previously associated with a company
in which the largest shareholder is a company controlled by Dr. Malone. Dr. Malone does not control Mr. Azoff, and Mr. Azoff is
subject to the same fiduciary duties as Starz’s other directors.

      5

 · Dr. Malone has No Veto or Other Rights with Respect to Starz. Dr. Malone has no right to veto any action of the Starz
board of directors or management or to require the Starz board of directors or management to take or refrain from taking any action.

 · Dr. Malone is Not Affiliated with Management of Starz. Dr. Malone is not affiliated with the executive officers of Starz.
The executive officers of Starz are appointed by the Starz board of directors, a majority of which are unaffiliated with Dr. Malone
(as noted above).

 · Dr. Malone Does Not Hold Majority Voting Power of Starz. Based on Dr. Malone’s Schedule 13D/A filed on July 11,
2016 and the number of shares of Starz common stock outstanding as of August 31, 2016, Dr. Malone’s beneficial ownership
of Starz common stock constitutes approximately 33.3% of Starz voting power, and Dr. Malone also has a proxy to vote Lions Gate’s
shares constituting approximately 15.1% of Starz voting power in elections of directors and other matters, other than issuances
of securities, business combinations and similar extraordinary transactions. Dr. Malone’s ownership and Lions Gate’s
ownership of Starz common stock together do not constitute a majority of the voting power of Starz.

 · No Other Indicia of Control. There are no contractual arrangements granting to Dr. Malone, or other indicia that Dr.
Malone has, the power to direct or cause the direction of management and policies of Starz.

C. The merger was negotiated vigorously
at arm’s-length and does not implicate the policy concerns of Rule 13e-3

The Commission has made clear that Rule
13e-3 does not apply to a merger proposal by an acquirer to a non-affiliated issuer. As the Com

Mail Stop 3561
August 29, 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.
Registration Statement on Form S-4
Filed August 1, 2016
  File No. 333-212792

Dear Mr. Barge :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. Please provide us your analysis whether the (i) merger transaction, (ii) reclassification, or
(iii) share issuance under the M -B Exchange have  a reasonable likelihood of producing,
either directly or indirectly, the effects described  in Rule 13e -3(a)(3) of the Exchange
Act.  In your analysis, please  address : (a) whether Lions Gate is an “affiliate ” of Starz in
light of its beneficial ownership of Starz Class A Series common stock; and (b) whether
Lions Gate is under “common control” with Starz in light  of its relationship with Dr. John
C. Malone .

2. Based on the registration statement fee table, it does not appear that you intend to register
the reclassification of Lions Gate common stock into Class A voting shares and Class B

James W. Barge
Lions Gate Entertainment Corp.
August 29, 2016
Page 2

 non-voting shares.  Please tell us upon wh ich exemption from registration you are relying
and the basis for your reliance.  Refer to Securities Act Rule 145(a)(1) .

3. Please provide us copies of the “board books” and any other materials provided to the
board s and  management of Lions Gate and Starz in connection with the proposed
transaction , includ ing all presentations made by the financial advisor s.

4. We note your disclosure on page 156 that as of July 29, 2016 six class action complaints
were filed related to the merger.  Please provide us copies of any complaints related to
the merger.

5. Please provide the disclosure called for by Item 402(t) to Regulation S -K with respect to
Lions Gate named executive officers or tell us why this disclosure is not applicable.

Questions and Answers, page 1

6. Please add a question and a nswer that summarizes and quantifies the interests that the
directors and  officers of Lions Gate and Starz may have that differ from the interests of
other stockholders.

7. Please add a question and answer co mparing the percentage of outstanding shares entitled
to vote held by the directors, executive officers and their affiliates and the vote require d
for approval .  Refer to Item 3(h) of Form S -4.

What is the exchange , page 2

8. Please disclose the voting pow er that Lion s Gate will have if it acquires the Starz
exchange shares pursuant to the exchange agreement with the M -B stockholders.  In this
regard, we not e that each Starz Series B common stock is entitled to ten votes.

9. Please briefly describe here the 2015 stock exchange  in which Lions Gate purchased a
14.5% voting interest in Starz from Dr. Malone in exchange for 4,967,695 Lions Gate
common sha res.  In addition, please disclose here that the 2015 stock exchange
agreement provided for Dr. Malone to retain a voting proxy over the shares of Starz
common stock sold to Lions Gate on all matters submitted to Starz stockholders, other
than stock issuance or proposals relating to business combinations of Starz.

Why is Lion s Gate Proposing the reclassi fication, page 4

10. Please expand the answer to briefly describe the specific reasons for each of the
proposals.  Please also  brief ly describe the potential negative effects of the merger and
other proposals that the Lions Gate board of directors considered.  Similarly, please
briefly describe  the potential negative effects of the merger that the Starz board of
directors considered.

James W. Barge
Lions Gate Entertainment Corp.
August 29, 2016
Page 3

 Have any Lion’s Gate shareholders agreed to vote their shares , page 8

11. Please briefly describe the types of matters  that the Lions G ate voting agreement
shareholders have agre ed to vote against .

Are Lions Gate shareholders and Starz stockholders entitled to appraisal rights , page 11

12. Please briefly describe how a Starz stockholder may exercise their appraisal rights.

Summary, page 14

13. Please disclose here that following the merger, Lions Gate plans to suspend quarterly
dividends payments while focusing on deleveraging and growing its core business.

The Merger, page 16

No Solicitation , page 23

14. Please briefly define or include cross -reference s to the definition s of “alternative
transaction ” and “bona fide alternative t ransaction.”

Lions Gate Voting Agreements, page 25

15. Please disclose here the terms of the indemnification rights that Lions Gate is providing
to the shareholders of the Lions Gate voting agreement with LGP, Discovery, Dr.
Malone , and MHR.

Risk Factors,  page 39

If the merger is not consummated by December 31, 2016, page 44

16. Please briefly clarify the circumstances under which Lions Gate or Starz would owe
termination fees i f the merger is not consummated by December 31, 2016 and is
terminated  by one par ty.

The Merger, page 61

Background of the Merger, page 61

17. Please briefly describe the restrictions required by the Starz board of directors and the
Initial Starz Special Committee in January 2015 as a condition for receiving approval
under Section 203 of the Delaware General Corporation Law in connection with the
proposed transaction with D r. Malone.

James W. Barge
Lions Gate Entertainment Corp.
August 29, 2016
Page 4

 18. Please briefly describe the minority stockholder protections you reference in the first full
paragraph on page 68.

Lions Gate’s Reasons for the Merger and Othe r Proposal , page 81

19. Please quantify the “substantial costs to be incurred in connection with the
reclassifications, the merger and the other transactions contemplated by the merger
agreement” in the  second bulle t point on page 84 and the fifth bullet point on page 90.

Starz’s Reasons for the Merger and Other Proposals, page 86

20. Please discuss whether the absence of a majority approval by the minority of Starz
stockholders condition was considered by the board of  directors as a positive or negative
factor.

Opinions of Lions Gate’s Financial Advisor, page 91

Opinion of PJT Partners LP, page 91

21. Please disclose any material relationship s that existed between Lions Gate and PJT
Partners LP in the last two years or  that is contemplated, and any compensation received
or to be received as a result of any such relationship between (a) PJT Partners LP and
Lions Gate , (b) Lion Tree and Starz  and (c) Raine and Starz .

Regulatory Approvals, page 127

Federal Communications  Commission, page 127

22. Please disclose whether you have submitted the required applications for transfer of
control or assignment of FCC licenses and registrations referred to in the merger
agreement and, if known, the expected date of approval.

Canadi an Securities Laws, page 128

23. Please briefly discuss the process to obtain an exemption from minority shareholder
approval and whether you plan to obtain it.

The Merger Agreement, page 134

Conditions to Completion of the Merger, page 146

24. Please identify the  conditions that may be waived  by Lions Gate and Starz , respectively .

James W. Barge
Lions Gate Entertainment Corp.
August 29, 2016
Page 5

 The Lions Gate Special Meeting, page 172

Lions Gate P roposal 3: The Lions Gate Exchange Issuance Proposal, page 179

25. Please disclose the aggregate cash consideration payable  if the M -B stockholders elect to
receive all cash for their shares of Starz Series B common stock or if Lions Gate
stockholder s do not  approve the exchange issuance proposal .  In addition, please disclose
the percentage of ownership the M -B stockholders will have if they receive Lions Gate
common stock as consideration.

The Starz Special Meeting, page 183

Starz Record Date; Stock Enti tled to Vote, page 183

26. You state that the directors and officers of Starz (including those who are part to the Starz
voting agreement) will vote their shares of Starz common stock in favor of the proposals .
Please clarify that directors and officers subje ct to the Starz voting agreement have
agreed to vote the excess over 33.53% of the voting power of Starz common stock in
proportion to the votes of all other Starz stockholder s.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective  date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commis sion from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and a ccuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

James W. Barge
Lions Gate Entertainment Corp.
August 29, 2016
Page 6

 of the fact that those requesting acceleration are aware of the ir respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to re view any amendment prior to the requested effective date of the
registration statement.

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

Mail Stop 3561
March 21, 2016

James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue , Suite 5000
Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp.
Form 10 -K for the Fiscal Year Ended March 31, 2015
Filed May 21, 2015
File No. 001-14880

Dear Mr. Barge :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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		CORRESP

March 17, 2016

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Melissa Raminpour

Branch Chief

Re:

 Lions Gate Entertainment Corp.

Form 10-K for the fiscal year ended March 31, 2015

Filed May 21, 2015

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us,” “our,” or “LGEC”), to the comments of the United States Securities and Exchange Commission (the “Commission”) staff (the “Staff”) regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 contained in your letter dated March 10, 2016.  For your convenience, we have included your original comment, immediately followed by Lions Gate’s response.

Annual Report on Form 10-K for the Year Ended March 31, 2015

Note 12. Income Taxes, page F-36

Comment 1:     We note from your response to our prior comment 2 that the foreign rate differential reconciling item in fiscal 2015 is primarily driven by the Canadian tax laws, particularly the favorable permanent book-tax difference for certain foreign affiliate dividends. Please revise your disclosure in Note 12 to clearly explain the nature of this significant reconciling item.

Response:

We will revise our disclosure for income taxes to separately identify the foreign affiliate dividends in our tax rate reconciliation and explain that these dividends are not subject to tax pursuant to Canadian tax laws, beginning with our Annual Report on Form 10-K for the fiscal year ended March 31, 2016.

*****

The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 the Staff’s comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that this letter has been helpful and responsive to your requests.  If you have any questions or comments to these responses, please contact me directly at 310-255-5159.

Sincerely,

/s/ James W. Barge

James W. Barge

Chief Financial Officer

cc:

 Wayne Levin, Esq.

Adrian Kuzycz, Esq.

Mail Stop 3561
March 10, 2016

James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue , Suite 5000
Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for the Fiscal Year Ended March 31, 2015
 Response Dated March 4, 2016
File No. 001 -14880

Dear Mr. Barge :

We have reviewed  your March 4, 2016 response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will res pond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our February 22,
2016  letter .

Notes to Audited Consolidated Financial Statements

12. Income Taxes, page F -36

1. We note from your response to our prior comment 2 that the foreign rate differential
reconciling item in fiscal 2015 is primarily driven by the Canadian tax laws, particularly
the favorable permanent book -tax difference for certain foreign affiliate dividends. Please
revise your disclosure in Note 12 to clearly explain the nature of this significant
reconciling item .

James W. Barge
Lions Gate Entertainment Corp.
March 10, 2016
Page 2

 You may contact Melissa Gilmore at (202) 551 -3777  or Claire Erlanger  at (202) 551 -
3301  with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Transportation and Leisure

CORRESP
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		CORRESP

March 4, 2016

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Melissa Raminpour

Branch Chief

Re:

 Lions Gate Entertainment Corp.

Form 10-K for the fiscal year ended March 31, 2015

Filed May 21, 2015

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us,” “our,” or “LGEC”), to the comments of the United States Securities and Exchange Commission (the “Commission”) staff (the “Staff”) regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 contained in your letter dated February 22, 2016.  For your convenience, we have included your original comments, each immediately followed by Lions Gate’s response.

We respectfully submit that we do not believe that any amendment to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 is necessary or required in connection with the Staff’s comments.  Rather, as discussed more fully below, we hereby undertake to adjust our disclosure in future filings as appropriate.

Annual Report on Form 10-K for the Year Ended March 31, 2015

Schedule II. Valuation and Qualifying Accounts, page 80

Comment 1:    For the year ended March 31, 2015 we note that the amount charged to expense for the returns and allowances reserve was much less than actual returns. Please tell us why there is such a difference.

Response:

As more fully described in the Critical Accounting Policies section on page 37 of our fiscal 2015 Form 10-K, we perform an analysis of the sales returns reserve each period which considers many factors including among other factors, previous returns experience, point-of-sale data available from certain retailers, and projected future sales of the title to the consumer based on the actual performance of similar titles on a title-by-title basis.

We reserve a percentage of any product sales that provide the customer with the right of return. The amounts charged to expense for such sales returns is reflected as a reduction in revenues and included on Schedule II (herein referred to as the returns provision). The returns provision and the actual returns fluctuate from period to period due to a number of factors including the level of packaged media revenues in the applicable periods.

The returns provision was less than actual returns in fiscal 2015 due to the reduced levels of packaged media sales in fiscal 2015 and the natural lag in returns from sales made in prior quarters.  The returns in fiscal 2015 relate to both revenues generated in fiscal 2015 and revenues generated in fiscal 2014, particularly the fourth quarter of fiscal 2014. Packaged media gross revenue (i.e., before any reduction for the returns provision) was approximately $822.5 million in fiscal 2014 compared to $655.3 million in fiscal 2015. In particular, the gross revenue generated in the fourth quarter of fiscal 2014 was $301.4 million, compared to $192.1 million in the fourth quarter of fiscal 2015.  This led to the actual returns in fiscal 2015 being higher than the returns provision in fiscal 2015 due to the lag between sales and corresponding returns.

Note 12. Income Taxes, page F-36

Comment 2:     We note that although foreign income before tax was 68% of your consolidated pretax income for 2015, the effective income tax rate on this income was only about 2%. We also note from the reconciliation between income taxes computed at a Federal statutory rate of 35% and the effective income tax rate that foreign and provincial operations subject to different income taxes significantly reduced your effective income tax rate. Please explain to us the nature of this significant reconciling item including the nature of any foreign jurisdictions that contribute a significant amount of income with a low or no tax rate. Also, please explain to us why foreign operations appear to have a more significant effect in decreasing the tax rate in fiscal 2015 than in prior years.

Response:

Lions Gate Entertainment Corp. ("LGEC") has always been a British Columbia, Canada corporation and is therefore subject to Canadian tax laws. As described in the Critical Accounting Policies section on page 38 of our fiscal 2015 Form 10-K, our effective tax rates are affected by many factors, including the overall level of pre-tax income, the mix of pre-tax income generated across the various jurisdictions in which we operate, changes in tax laws and regulations in those jurisdictions, changes in valuation allowances on our deferred tax assets, tax planning strategies available to us and other discrete items.

The foreign rate differential reconciling item in fiscal 2015 is primarily driven by the Canadian tax laws affecting LGEC, particularly the favorable permanent book-tax difference for certain foreign affiliate dividends. Specifically, Canadian tax law permits such dividends to be received without being subject to

Canadian tax.  The tax benefit in fiscal 2015 related to the foreign rate differential was $46.5 million, of which $44.7 million was specific to this item.  The remaining $1.8 million relates to income earned in lower tax jurisdictions, principally the U.K.

Our foreign operations had a more significant effect in decreasing the tax rate in fiscal 2015 than in prior years because LGEC had a larger foreign affiliate dividend in fiscal 2015. The larger foreign affiliate dividend received in fiscal 2015 is the result of implementing business and financing strategies as noted on page 51 of our fiscal 2015 Form 10-K during fiscal 2014 with a greater full year impact occurring in fiscal 2015.

The business and financing strategies include aligning our operational and capital financing arrangements with the organizational structure of LGEC and moving our international sales force to our subsidiary in the U.K. This structure allows the business operations to be closer to the markets we serve and provides for more efficient management of capital resources on a global basis, including financing our U.S. operations, funding worldwide investment opportunities, dividend payments, and share repurchases.

Note 14. Segment Information, page F-39

Comment 3:     It appears from your disclosures on page 4 and elsewhere that both Motion Pictures revenue and Television Production revenue include revenue derived from several different sources. Please revise to separately disclose revenue for each product or service or group of similar product or services as required by ASC 280-10-50-40.

Response:

For both Motion Pictures revenue and Television Production revenue, we will revise future filings to include the information regarding revenues for each product or service or group of similar product or services as already discussed on page 4 of our fiscal 2015 Form 10-K and discussed and disclosed in our Management's Discussion and Analysis.

*****

The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 the Staff’s comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that this letter has been helpful and responsive to your requests.  If you have any questions or comments to these responses, please contact me directly at 310-255-5159.

Sincerely,

/s/ James W. Barge

James W. Barge

Chief Financial Officer

cc:

 Wayne Levin, Esq.

Adrian Kuzycz, Esq.

Mail Stop 3561
February 22, 2016

James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue , Suite 5000
Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for the Fiscal Year Ended March 31, 2015
Filed May 21, 2015
File No. 001 -14880

Dear Mr. Barge :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Schedule II. Valuation and Qualifying Accounts, page 80

1. For the year ended March 31, 2015 we note that the amount charged to expense for the
returns and allowances reserve was much less than actual returns.  Please tell us why
there is such a difference.

Notes to Audited Consolidated Financial Statements

12. Income Taxes, page F -36

2. We note that although foreign income before tax was 68% of your consolidated pretax
income for 2015, the effective income tax rate on this income was only about 2%.  We
also note from the reconciliation between income taxes com puted at a Federal statutory
rate of 35% and the effective income tax rate that foreign and provincial operations
subject to different income taxes significantly reduced your effective income tax rate.
Please explain to us the nature of this significant  reconciling item including the nature of

James W. Barge
Lions Gate Entertainment Corp.
February 22, 2016
Page 2

 any foreign jurisdictions that contribute a significant amount of income with a low or no
tax rate.  Also, please explain to us why foreign operations appear to have a more
significant effect in decreasing the tax rate in fiscal 2015 than in prior years.

14. Segment Information, page F -39

3. It appears from your disclosures on page 4 and elsewhere that both Motion Pictures
revenue and Televis ion Production revenue include revenue derived from several
different sour ces.  Please revise to separately disclose revenue for each product or service
or group of similar product or services as required by ASC 280 -10-50-40.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing  to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure  in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiate d by
the Commission or any person under the federal securities laws of the United States.

You may contact Melissa Gilmore  at (202) 551 -3777 or Claire Erlanger at (202) 551 -
3301 with any questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office o f Transportation and Leisure

CORRESP
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		2nd Response to SEC Comment Letter- March 31, 2013 10-K

March 21, 2014

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:      Ms. Linda Cvrkel

Branch Chief

Re:     Lions Gate Entertainment Corp.

Form 10-K for the fiscal year ended March 31, 2013

Filed May 30, 2013

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the response of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us” or “our”), to the comment of the United States Securities and Exchange Commission (the “Commission”) staff (the “Staff”) regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 contained in your letter dated March 10, 2014.  For your convenience, we have included your original comment, immediately followed by Lions Gate’s response.

Annual Report on Form 10-K for the Year Ended March 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recent Accounting Pronouncements, page 45

Comment 1:    We note your response to our prior comment number 1 in which you explain the various factors considered in determining whether any indicators of impairment for your unreleased films were identified at December 31, 2012 and March 31, 2013. We also note from your response that following the release of these films and review of their actual performance which failed to meet your expectations, you did record minimal write-downs in the quarter of their release. However, after completing our review of your response, we do not believe that your response to our comment was fully responsive to the concerns that were raised in our prior comment and are therefore reissuing our prior comment. In this regard, we note from the disclosure on page 45 that as a result of the Company’s adoption of ASU No. 2012-07 on December 15, 2012, write-downs of unamortized film costs on certain unreleased films as of December 31, 2012 and March 31, 2013 were not allowed under this new accounting pronouncement because information leading to a fair value measurement resulting in an

impairment of film costs would not have been available to a market participant at the applicable balance sheet dates. We further note the disclosure indicating that under the previous accounting rules, the Company would have recorded write-downs related to these films and under the previous accounting rules the Company’s net income would have been $212.8 million for the year ended March 31, 2013 or approximately $19.3 million lower than the amount reported in your statement of operations for this period. As requested in our prior comment, please explain to us the nature of the information that could not be considered in your impairment analysis for certain unreleased films as of both December 31, 2012 and March 31, 2013 and explain why this information would not have been available to market participants at either of these dates. In a related matter, please also indicate whether this information was considered by the Company in performing its impairment analysis with respect to these unreleased films in each of the quarterly periods subsequent to March 31, 2013 and if so, please indicate the amount of any related impairment charges that were recognized. If this information was not considered in your subsequent impairment reviews, please explain why.

Response:

The Company considers evidence that exists during each reporting period and subsequent periods to assess what information and assumptions market participants may have considered at each balance sheet date. The nature of the information that would not have been available to a market participant at the balance sheet dates and as such, could not be considered in our impairment analysis was the actual box office performance of the films because the films were released subsequent to the balance sheet dates and thus this information was not known or knowable as of those dates. However, the actual box office performance was considered in the impairment calculation of each particular film in the next reporting period (i.e., the period of the film’s release).

Prior to the effective date of ASU No. 2012-07, ASC 926 required that if evidence of a possible need for a write-down of unamortized film costs occurs after the balance sheet date but before the financial statements are issued, a rebuttable presumption existed that the conditions leading to the write-down existed at the balance sheet date. Therefore, it was previously required that those conditions (i.e., subsequent release and performance of the film) be identified and incorporated into the fair value measurement used in the impairment test as of the balance sheet date as if they were known with certainty at that date, unless an entity could clearly demonstrate that those conditions did not exist at that date. As a result, prior to the effective date of ASU No. 2012-07, although the theatrical release of the film occurred after the balance sheet date, the change in estimate resulting from the use of this subsequent evidence (the actual box office results) would have been reflected in the fair value calculations and would have resulted in the estimated write-downs as disclosed.

Upon adoption of ASU No. 2012-07, the rebuttable presumption that the conditions leading to the write-down of unamortized film costs after the balance sheet date existed as of the balance sheet date was eliminated. Additionally, if indicators of impairment are present at the balance sheet date, the determination of fair value should be prepared pursuant to ASC 820, which requires the calculation of an exit price under current market conditions at the measurement date (i.e., balance sheet date).  Accordingly, the actual box office performance upon release of the films subsequent to the balance sheet dates could not be considered in our impairment analysis as of December 31, 2012 for one of the films which was released in the three months ended March 31, 2013, and as of March 31, 2013 for the other film which was released in the three months

ended June 30, 2013.  These actual box office results would not have been available to a market participant making a fair value estimate as of the balance sheet dates because the films had not been released at that time.  It is not possible to predict with certainty the actual box office performance of a film prior to its release. Our evaluation of impairment indicators was based on all the information that was known and could have been known by us or a market participant as of the measurement date (i.e., balance sheet date), which included the factors outlined in ASC 926-20-35-12, in addition to the results of National Research Group (NRG) screenings and early tracking results, if available.

Upon the subsequent release of the films, the box office results were lower than those expected at the balance sheet dates and therefore, under ASC 926-20-35-12, an impairment indicator had occurred and was considered by the Company in performing its estimate of the fair value of the films and impairment calculation in the periods when the films were released. For the film that was unreleased as of December 31, 2012 and subsequently released in the quarter ended March 31, 2013, the write-down was $2.2 million and was recorded in the quarter ended March 31, 2013 upon release of the film, and for the film that was unreleased as of March 31, 2013 and released in the quarter ended June 30, 2013, the write-down was $1.7 million and was recorded in the quarter ended June 30, 2013 upon release of the film.

The amounts of the recorded write-downs using the actual subsequent box office performance were less than the amounts that would have been recorded prior to the release of the films under the accounting guidance before the adoption of ASU No. 2012-07, primarily due to the incurrence of significant marketing costs subsequent to the balance sheet dates upon release of the film.

*****

The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 the Staff’s comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that this letter has been helpful and responsive to your requests.  If you have any questions or comments to these responses, please contact me directly at 310-255-5159.

Sincerely,

/s/ James W. Barge

James W. Barge

Chief Financial Officer

cc:    Wayne Levin, Esq.

Adrian Kuzycz, Esq.

March 21 , 2014

Via E-Mail
Mr. James W.  Barge
Chief  Financial  Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Suite 5000
Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for Fiscal Year E nded March 31, 2013
Filed May 30, 2013
 File No.  001-14880

Dear  Mr. Barge :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of t he United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerel y,

        /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

March 10 , 2014

Via E-Mail
Mr. James W.  Barge
Chief  Financial  Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Suite 5000
Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for Fiscal Year E nded March 31, 2013
Filed May 30, 2013
 File No.  001-14880

Dear  Mr. Barge :

We have reviewed your letter dated March 5, 2014 , in response to the Staff’s letter dated
February 20, 2014 and have the following  additional comment.  Please revise your disclosure in
response to our comment. Your response should be submitted in electronic form, under the label
“corresp” with a copy to the staff.  Please respond within ten (10) business days.

Annual Report on Form 10-K for the year ended March 31, 2013
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Recent Accounting Pronouncements, page 45

1. We note your response to our prior comment number 1 in which you explain the various
factors considered in determining whether any indicators of impairment for your
unreleased films were identified at December 31, 2012 and March 31, 2013. We also note
from  your response that following the release of these films and review of their actual
performance which failed to meet your expectations, you did record minimal write -downs
in the quarter of their release. However, after completing our review of your respons e, we
do not believe that your response to our comment was fully responsive to the concerns
that were raised in our prior comment and our therefore reissuing our prior comment. In
this regard, we note from the disclosure on page 45 that as a result of the Company’s
adoption of ASU No. 2012 -07 on December 15, 2012, write -downs of unamortized film
costs on certain unreleased films as of December 31, 2012 and March 31, 2013 were not
allowed under this new accounting pronouncement because information leading to  a fair
value measurement resulting in an impairment of film costs would not have been
available to a market participant at the applicable balance sheet dates. We further note the
disclosure indicating that under the previous accounting rules, the Company would have

Mr. James W.  Barge
Lions Gate Entertainment Corp.
March 10 , 2014
Page 2

 recorded write -downs related to these films and under the previous accounting rules the
Company’s net income would have been $212.8 million for the year ended March 31,
2013 or approximately $19.3 million lower than the amount reported in your s tatement of
operations for this period. As requested in our prior comment, please explain to us the
nature of the information that could not be considered in your impairment analysis for
certain unreleased films as of both December 31, 2012 and March 31, 2 013 and explain
why this information would not have been available to market participants at either of
these dates. In a related matter, please also indicate whether this information was
considered by the Company in performing its impairment analysis with respect to these
unreleased films in each of the quarterly periods subsequent to March 31, 2013 and if so,
please indicate the amount of any related impairment charges that were recognized. If this
information was not considered in your subsequent impairme nt reviews, please explain
why.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned at
(202) 551 -3750  if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersign ed with any other questions.

Sincerely,

        /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
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		Response to SEC Comment Letter - March 31, 2013 10-K

CONFIDENTIAL TREATMENT REQUESTED BY LIONS GATE ENTERTAINMENT CORP. PURSUANT TO 17 C.F.R. SECTION 200.83

LG-1

March 5, 2014

CONFIDENTIAL TREATMENT REQUESTED BY LIONS GATE ENTERTAINMENT CORP. PURSUANT TO 17 C.F.R. SECTION 200.83

Via EDGAR and Hand Delivery

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:      Ms. Linda Cvrkel

Branch Chief

Re:     Lions Gate Entertainment Corp.

Form 10-K for the fiscal year ended March 31, 2013

Filed May 30, 2013

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us” or “our”), to the comments of the United States Securities and Exchange Commission (the “Commission”) staff (the “Staff”) regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 (the “2013 10-K”) contained in your letter dated February 20, 2014.  For your convenience, we have included your original comments, each immediately followed by Lions Gate’s response.

We respectfully submit that we do not believe that any amendment to our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 is necessary or required in connection with the Staff’s comments.  Rather, as discussed more fully below, we hereby undertake to adjust our disclosure in future filings as appropriate.

Annual Report on Form 10-K for the Year Ended March 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recent Accounting Pronouncements, page 45

Comment 1:    We note from your disclosure on page 45 that as a result of the Company’s adoption of ASU No. 2012-07 on December 15, 2012, write-downs of unamortized film costs on

CONFIDENTIAL TREATMENT REQUESTED BY LIONS GATE ENTERTAINMENT CORP. PURSUANT TO 17 C.F.R. SECTION 200.83

LG-2

certain unreleased films as of December 31, 2012 and March 31, 2013 were not allowed under this new accounting pronouncement because information leading to a fair value measurement resulting in an impairment of film costs would not have been available to a market participant at the applicable balance sheet dates. We further note the disclosure indicating that under the previous accounting rules, the Company would have recorded write-downs related to these films and under the previous accounting rules the Company’s net income would have been $212.8 million for the year ended March 31, 2013 or approximately $19.3 million lower than the amount reported in your statement of operations for this period. Please explain to us the nature of the information that could not be considered in your impairment analysis for certain unreleased films as of both December 31, 2012 and March 31, 2013 and explain why this information would not have been available to market participants at either of these dates. In a related matter, please also indicate whether this information was considered by the Company in performing its impairment analysis with respect to these unreleased films in each of the quarterly periods subsequent to March 31, 2013 and if so, please indicate the amount of any related impairment charges that were recognized. If this information was not considered in your subsequent impairment reviews, please explain why.

Response:

As discussed in our Risk Factors and Critical Accounting Policies included in our Annual Report on Form 10-K, predicting a film’s performance prior to its release is very difficult. Original estimates of how a film will perform are made at the outset based on the genre and the audiences anticipated to be attracted to a film, the scope and scale of the movie, including the audience appeal of the cast in the film, and the overall release plan (i.e. limited or wide, and other pictures releasing on the same date).

Beyond the above, limited information that is predictive of a film's future performance is available prior to the actual release of a film.  Some of the tools that management uses on certain films are National Research Group (NRG) screenings and tracking surveys. The NRG screenings are designed to get audience reactions to a film that may aide in marketing the film or final editing of the picture or, occasionally, reshooting part of the film. The tracking surveys begin approximately three weeks prior to the picture’s release and represent surveys to measure awareness of and interest in the film in various demographics and age/gender groups.  However, even these tools may not always predict the film’s future performance and are only used as an overall indicator. It is not unusual to have good tracking results or screening reactions, and yet the film performs below expectations.

ASC 926-20-35 requires consideration of whether a write-down of film cost to fair value has occurred.

35-12 The following are examples of events or changes in circumstances that indicate that an entity shall assess whether the fair value of a film (whether completed or not) is less than its unamortized film costs:

a.  An adverse change in the expected performance of a film prior to release

b.  Actual costs substantially in excess of budgeted costs

c.  Substantial delays in completion or release schedules

d.  Changes in release plans, such as a reduction in the initial release pattern

e.  Insufficient funding or resources to complete the film and to market it effectively

CONFIDENTIAL TREATMENT REQUESTED BY LIONS GATE ENTERTAINMENT CORP. PURSUANT TO 17 C.F.R. SECTION 200.83

LG-3

f.  Actual performance subsequent to release failing to meet that which had been expected prior to release.

When considering impairment for certain unreleased films as of December 31, 2012 and March 31, 2013, none of the indicators were present at the balance sheet dates. We reviewed the results of test screenings and tracking, if available at period-end, for such films and comparable films, and considered the impact of additional media efforts before the release of the films, noting no unfavorable results and thus concluded that no impairment indicators were present.  Following the release of the films, we reviewed their actual performance, which failed to meet our expectations, and recorded minimal write-downs in the quarter of their release. The write-downs were minimal post release of the films because the significant marketing costs of the release had already been incurred.

Note 13. Acquisitions and Divestitures, page F-36

Maple Pictures, page F-38

Comment 2:    We note from the disclosure in the last paragraph on page F-38, that for purposes of determining the gain to be recognized on the disposal of Maple Pictures, a portion of the Motion Pictures goodwill amounting to $6.1 million was allocated to the asset group and included in the carrying value of the assets disposed of for purposes of calculating the gain on sale. Please tell us and explain in the notes to your financial statements how you calculated or determined the amount of Motion Pictures goodwill amounting to $6.1 million that was included in the calculation of the gain recognized on disposal of Maple Pictures.

Response:

The amount of Motion Pictures goodwill allocated to Maple Pictures upon the disposal was based on the relative fair value of Maple Pictures as compared to the relative fair value of the remaining Motion Pictures reporting unit in accordance with ASC 350-20-40-2 and ASC 350-20-40-3. We will revise future filings to indicate that such determination was based on the relative fair value of Maple Pictures as compared to the relative fair value of the remaining Motion Pictures reporting unit.

Note 22. Consolidating Financial Information – Convertible Senior Subordinated Notes, page F-50

Comment 3:    Please revise the notes to your financial statements to disclose that the issuer of various categories of Senior Subordinated Notes that are guaranteed by the Company, LGEI, is 100% owned by the parent company guarantor. Refer to the guidance outlined in Rule 3-10(c ) of Regulation S-X.

Response:

We will revise future filings to disclose that LGEI, the issuer of various categories of Senior Subordinated Notes, is 100% owned by the parent company guarantor pursuant to Rule 3-10(c) of Regulation S-X.

CONFIDENTIAL TREATMENT REQUESTED BY LIONS GATE ENTERTAINMENT CORP. PURSUANT TO 17 C.F.R. SECTION 200.83

LG-4

Quarterly Report on Form 10-Q for the Quarter ended September 30, 2013

Note 5. Corporate Debt, page 17

Senior Secured Second Priority Notes

10.25% Senior Notes

Comment 4:    We note the disclosure in the first paragraph on page 19 which indicates that in conjunction with the early redemption of the 10.25% Senior Notes, the Company paid $34.3 million, representing the present value of interest through the first call date of November 1, 2013 and the related call premium pursuant to the terms of the indenture governing the 10.25% Senior Notes. We also note that this amount, along with $19.8 million of deferred financing costs and unamortized discount related to the redeemed notes, will be amortized over the life of the New Issuances to the extent deemed to be a modification of terms with creditors participating in both the New Issuances and the 10.25% Senior Notes redemption. With regards to these $54.1 million of costs, please explain in further detail why you believe it is appropriate to account for these costs as deferred costs associated with the modification of your debt instruments rather than as part of the loss on early extinguishment of your debt obligations. Your response should clearly explain the nature and amounts of the debt obligations that were determined to be “modified”, the related lenders associated with each of these modified borrowings, as well as how you determined that a modification rather than an extinguishment had occurred. Your response should also explain how you calculated or determined the related costs to be deferred in connection with the modification.

Response:

The redemption of our 10.25% Senior Notes occurred contemporaneously with the issuance of our new 5.25% Senior Notes and our July 2013 Term Loan as discussed in Note 5 of our Form 10-Q for the quarter ended September 30, 2013.  As a result of the redemption of the 10.25% Senior Notes being done contemporaneously with the offering to issue new debt, creditors holding the 10.25% Senior Notes were able to evaluate, as a single economic decision, accepting a modified stream of cash flows going forward by making a decision to purchase the new debt.  Accordingly, we considered the accounting requirements of ASC 470-50 Modifications and Extinguishments.  Since some of the creditors participated in both the debt being redeemed and the new debt being issued, we applied the guidance in ASC 470-50-40-10 to determine if a portion of the redemption was a modification rather than an extinguishment:

40-10 From the debtor's perspective, an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor in a nontroubled debt situation is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different…..

Accordingly, we compared the present value of the cash flows on a creditor by creditor basis for significant creditors who participated in both the old debt redeemed and one of or both of the

CONFIDENTIAL TREATMENT REQUESTED BY LIONS GATE ENTERTAINMENT CORP. PURSUANT TO 17 C.F.R. SECTION 200.83

LG-5

new debt instruments.  We followed the guidance in ASC 470-50-40-12 below in performing the calculations:

40-12 The following guidance shall be used to calculate the present value of the cash flows for purposes of applying the 10 percent cash flow test described in paragraph 470-50-40-10 :

a.  The cash flows of the new debt instrument include all cash flows specified by the terms of the new debt instrument plus any amounts paid by the debtor to the creditor less any amounts received by the debtor from the creditor as part of the exchange or modification.

b.  If the original debt instrument or the new debt instrument has a floating interest rate, then the variable rate in effect at the date of the exchange or modification shall be used to calculate the cash flows of the variable-rate instrument.

c.  If either the new debt instrument or the original debt instrument is callable or puttable, then separate cash flow analyses shall be performed assuming exercise and nonexercise of the call or put. The cash flow assumptions that generate the smaller change would be the basis for determining whether the 10 percent threshold is met.

d.  If the debt instruments contain contingent payment terms or unusual interest rate terms, judgment shall be used to determine the appropriate cash flows.

e.  The discount rate to be used to calculate the present value of the cash flows is the effective interest rate, for accounting purposes, of the original debt instrument.

f.  If within a year of the current transaction the debt has been exchanged or modified without being deemed to be substantially different, then the debt terms that existed a year ago shall be used to determine whether the current exchange or modification is substantially different.

g.  The change in the fair value of an embedded conversion option resulting from an exchange of debt instruments or a modification in the terms of an existing debt instrument shall not be included in the 10 percent cash flow test. Rather, a separate test shall be performed by comparing the change in the fair value of the embedded conversion option to the carrying amount of the original debt instrument immediately before the modification, as specified in paragraph 470-50-40-10(a).

Since both the old debt redeemed and the new debt had prepayment call features, for each of the creditors that participated in both, we performed separate cash flow analyses assuming exercise and non-exercise of the call as noted in ASC 470-50-40-12(c) above. We determined whether the 10% threshold was met based on the cash flow analysis that generated the smallest change. Since the smallest change was less than 10% different for each of the creditors analyzed, the amount of the new debt held by each creditor, up to the amount of old debt redeemed for such creditor, was subject to modification accounting. The total new debt amount subject to modification accounting amounted to $166.5 million and represented 38.5% of the old debt redeemed.

CONFIDENTIAL TREATMENT REQUESTED BY LIONS GATE ENTERTAINMENT CORP. PURSUANT TO 17 C.F.R. SECTION 200.83

LG-6

The following tables sets forth the creditors comprising the amounts requiring modification accounting:

Creditor

 Amount (in millions)

***

 $ 97.8

***

 43.1

***

 20.0

***

 4.0

***

 1.5

***

 0.1

Total

 $ 166.5

Of the $54.1 million of costs, approximately $20.8 million was accounted for as deferred costs pursuant to ASC 470-50-40-14 and ASC 470-50-40-17, with the remaining amount expensed as a loss on extinguishment. The $20.8 million related to the modification represented an allocation of the total costs based on the portion of the total debt redeemed that was determined to be a modification of debt (i.e. 38.5%) as discussed above.  In addition, as required in ASC 470-50-40-18, the new third party costs incurred on the new debt instruments was similarly allocated with 38.5% being considered related to the mod

February 20 , 2014

Via E-Mail
Mr. James W.  Barge
Chief  Financial  Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Suite 5000
Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp.
 Form 10-K for Fiscal Year E nded March 31, 2013
Filed May 30, 2013
 File No.  001-14880

Dear  Mr. Barge :

We have reviewed your filing  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 within ten business days by amending your filing, by
providing 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 amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Annual Report on Form 10 -K for the year ended March 31, 2013
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Recent Accounting Pronouncements, page 45

1. We note from your disclosure on page 45 that as a result o f the Company’s adoption of
ASU No. 2012 -07 on December 15, 2012, write -downs of unamortized film costs on
certain unreleased films as of December 31, 2012 and March 31, 2013 were not allowed
under this new accounting pronouncement because information lead ing to a fair value
measurement resulting in an impairment of film costs would not have been available to a
market participant at the applicable balance sheet dates. We further note the disclosure
indicating that under the previous accounting rules, the Co mpany would have recorded
write -downs related to these films and under the previous accounting rules the

Mr. James W.  Barge
Lions Gate Entertainment Corp.
February 20 , 2014
Page 2

 Company’s net income would have been $212.8 million for the year ended March 31,
2013 or approximately $19.3 million lower than the amount reported in your statement of
operations for this period. Please explain to us the nature of the information that could not
be considered in your impairment analysis for certain unreleased films as of both
December 31, 2012 and March 31, 2013 and explain why this info rmation would not
have been available to market participants at either of these dates. In a related matter,
please also indicate whether this information was considered by the Company in
performing its impairment analysis with respect to these unreleased f ilms in each of the
quarterly periods subsequent to March 31, 2013 and if so, please indicate the amount of
any related impairment charges that were recognized. If this information was not
considered in your subsequent impairment reviews, please explain wh y.

Note 3. Acquisitions and Divestitures, page F -36
Maple Pictures, page F -38

2. We note from the disclosure in the last paragraph on page F -38, that for purposes of
determining the gain to be recognized on the disposal of Maple Pictures, a portion of the
Motion Pictures goodwill amounting to $6.1 million was allocated to the asset group and
included in the carrying value of the assets disposed of for purposes of calculating the
gain on sale. Please tell us and explain in the notes to your financial statem ents how you
calculated or determined the amount of Motion Pictures goodwill amounting to $6.1
million that was included in the calculation of the gain recognized on disposal of Maple
Pictures.

Note 22.  Consolidating Financial Information – Convertible Senior Subordinated Notes, page F -
50

3. Please revise the notes to your financial statements to disclose that the issuer of various
categories of Senior Subordinated Notes that are guaranteed by the Company,  LGEI, is
100% owned by the parent company guarantor. Refer to the guidance outlined in Rule 3 -
10(c ) of Regulation S -X.

Quarterly Report on Form 10 -Q for the Quarter ended September 30, 2013
Note 5. Corporate Debt, page 17
Senior Secured Second Priority Notes
10.25% Senior Notes

4. We note the disclosure in the first paragraph on page 19 which indicates that in
conjunction with the early redemption of the 10.25% Senior Notes, the Company paid
$34.3 million, representing the present value of interest throug h the first call date of
November 1, 2013 and the related call premium pursuant to the terms of the indenture
governing the 10.25% Senior Notes. We also note that this amount, along with $19.8
million of deferred financing costs and unamortized discount re lated to the redeemed
notes, will be amortized over the life of the New Issuances to the extent deemed to be a

Mr. James W.  Barge
Lions Gate Entertainment Corp.
February 20 , 2014
Page 3

 modification of terms with creditors participating in both the New Issuances and the
10.25% Senior Notes redemption. With regards to these $54.1 million of costs, please
explain in further detail why you believe it is appropriate to account for these costs as
deferred costs associated with the modification of your debt instruments rather than as
part of the loss on early extinguishment of your debt  obligations. Your response should
clearly explain the nature and amounts of the debt obligations that were determined to be
“modified”, the related lenders associated with each of these modified borrowings, as
well as how you determined that a modificatio n rather than an extinguishment had
occurred. Your response should also explain how you calculated or determined the
related costs to be deferred in connection with the modification.

We urge all persons who are responsible for the accuracy and adequacy o f the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsib le for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned at
(202) 551 -3750  if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

January 16, 2013

Via E -mail
James Keegan
Chief Financial Officer
Lions Gate Entertainment Corp.
1055 West Hastings Street , Suite 2200
Vancouver, British Columbia V6E 2E9

Re: Lions Gate Entertainment Corp.
 Form 10-K/A for the fiscal year ended March 31, 201 2
Filed June 22 , 2012
File No. 001-14880

Dear Mr. Keegan :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securiti es laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules requir e.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

		ResponsetoSECCommentLetter-March31201210-KAdraft

January 14, 2013

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Ms. Linda Cvrkel

Re:

 Lions Gate Entertainment Corp.

Form 10-K/A for the fiscal year ended March 31, 2012

Filed June 22, 2012

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us” or “our”), to the comments of the United States Securities and Exchange Commission (the “Commission”) staff (the “Staff”) regarding our Annual Report on Form 10-K/A for the fiscal year ended March 31, 2012 (the “2012 10-K/A”) contained in your letter dated January 3, 2013.  For your convenience, we have included your original comments, each immediately followed by Lions Gate’s response.

Form 10-K/A for the Year Ended March 31, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 5

Liquidity and Capital Resources, page 35

Comment 1:    We note your disclosure on page F-44 that U.S. income taxes were not provided on undistributed earnings from Australian and UK subsidiaries as those earnings are considered to be permanently reinvested in accordance with accounting guidance. In this regard, please revise your liquidity section of MD&A to disclose a statement that the company would need to accrue and pay taxes if repatriated; and a statement that the company does not intend to repatriate the funds. Also, please revise Note 17 to disclose the cumulative amount of earnings of foreign subsidiaries in which U.S. income taxes have not been provided because they are considered to be permanently reinvested pursuant to ASC 740-30-50.

Lions Gate Entertainment Corp. File No. 001-14880

Response:

Through March 31, 2012, our undistributed foreign earnings have not been significant. We will add a statement in our liquidity section of MD&A in future filings to disclose that deferred taxes are not provided on undistributed earnings of our foreign subsidiaries because the Company does not intend to repatriate the funds and should the Company repatriate the funds in the future, it would have to accrue and pay taxes on those earnings.  Such incremental tax accrual is not expected to be material.  In addition, we will add to Note 17 (or its equivalent) in our Fiscal 2013 Annual Report on Form 10-K the cumulative amount of earnings of foreign subsidiaries for which U.S. income taxes have not been provided because they are considered to be permanently reinvested and other related disclosures pursuant to ASC 740-30-50.

Financial Statements, page F-1

Consolidated Statements of Cash Flows, page F-6

Comment 2:    We note noncash investing and financing activities in recent years such as conversion of debt, issuance of stock for acquisitions, and issuance of shares for services. In this regard, please revise your statements of cash flows in future filings to present the schedule of noncash investing and financing activities required by ASC 230-10-50-3.

Response:

We will revise future filings to include a schedule of noncash investing and financing activities required by ASC 230-10-50-3.

Notes to Consolidated Financial Statements, page F-7

9. Corporate Debt, page F-22

Comment 3:    We note that your credit facility, term loan, and notes are subject to compliance with covenants as outlined in each agreement. Please revise the notes to your financial statements and liquidity discussion in future filings to disclose whether you were in compliance with the covenants of each debt instrument as of your fiscal year end.

Response:

We will revise the notes to our financial statements and liquidity discussion in our MD&A in future filings to disclose our compliance with the covenants of each debt instrument as of our fiscal year end.

-2-

Lions Gate Entertainment Corp. File No. 001-14880

15. Acquisitions and Divestitures, page F-37

Summit, page F-37

Comment 4:    We note your presentation of the supplemental pro forma information required by ASC 805-10-50-2 as it relates to the acquisition of Summit. Please revise your footnote to also disclose the nature and amount of any material, nonrecurring pro forma adjustments directly attributable to the business combination included in reported pro forma revenue and earnings in accordance with ASC 805-10-50-2h.

Response:

We will revise our footnote for supplemental pro forma information in future filings to disclose the nature and amount of any material, nonrecurring pro forma adjustments directly attributable to the business combination included in reported pro forma revenue and earnings in accordance with ASC 805-10-50-2h.

*****

The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 the Staff’s comments or changes to disclosure in response to the Staff's comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert the Staff's comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that this letter has been helpful and responsive to your requests.  If you have any questions or comments to these responses, please contact me directly at 310-255-3996.

Sincerely,

/s/ James Keegan

James Keegan

Chief Financial Officer

cc:

 Jon Feltheimer

Wayne Levin, Esq.

Adrian Kuzycz, Esq.

David J. Johnson, Jr., Esq.

-3-

January 3, 2013

Via E -mail
James Keegan
Chief Financial Officer
Lions Gate Entertainment Corp.
1055 West Hastings Street , Suite 2200
Vancouver, British Columbia V6E 2E9

Re: Lions Gate Entertainment Corp.
 Form 10-K/A for the fiscal year ended March 31, 201 2
Filed June 22 , 2012
File No. 001-14880

Dear Mr. Keegan :

We have reviewed your filing  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 within 10 business days by confirming that you will revise
your document in future filings and providing any requested information.   If you do not believe
our comm ents apply to your facts and circumstances , please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Form 10 -K/A for the fiscal year ended March 31, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
5
Liquidity and Capital Resources, page 35

1. We note your disclosure on page F -44 that U.S. income taxes were not provided on
undistributed earnings from Australian  and UK subsidiaries as t hose earnings are
considered to be permanently reinvested in accordance with accounting guidance.   In this
regard, please revise your liquidity section of MD&A to disclose  a statement that the
company would need to accrue and pay t axes if repatriated; and a statement that the
company does not intend to repatriate the funds .  Also, please revise Note 17 to disclose
the cumulative amount of earnings of foreign subsidiaries in which U.S. income taxes

James Keegan
Lions Gate Entertainment Corp .
January 3, 2013
Page 2

 have not been provided because they  are considered to be permanently reinvested
pursuant to ASC 740 -30-50.

Financial Statements, page F -1
Consolidated Statements of Cash Flows, page F -6

2. We note noncash investing and financing activities in recent years such as conversion of
debt, issuan ce of stock for acquisitions, and issuance of shares for services.  In this
regard, please revise your statements of cash flows in future filings to present the
schedule of noncash investing and financing activities required by ASC 230 -10-50-3.

Notes to C onsolidated Financial Statements, page F -7
9. Corporate Debt, page F -22

3. We note that your credit facility, term loan, and notes are subject to compliance with
covenants as outlined in each agreement.  Please revise the notes to your financial
statements and liquidity discussion in future filings to disclose whether you were in
compliance with the covenants of each debt instrument as of your fiscal year end.

15. Acquisitions and Divestitures, page F -37
Summit, page F -37

4. We note your presentation of the supplemental pro forma information required by ASC
805-10-50-2 as it rela tes to the acquisition of Summit.  Please revise your footnote to also
disclose the nature and amount of any material, nonrecurring pro forma adjustments
directly attributable to the business combination included in reported pro forma revenue
and earnings in accordance with ASC 805 -10-50-2h.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Excha nge Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commissi on from taking any action with respect to the filing; and

James Keegan
Lions Gate Entertainment Corp .
January 3, 2013
Page 3

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Heather C lark at 202 -551-3624 or Jean Yu at 202 -551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at 202 -551-3813 with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

February 2, 2012
 Via E-Mail

Mr. James Keegan Chief Financial Officer Lions Gate Entertainment Corp. 1055 West Hastings Street, Suite 2200 Vancouver, British Columbia V6E 2E9
Re: Lions Gate Entertainment Corp.
 Form 10-K for the year ended March 31, 2011
Filed May 31, 2011 File No. 001-14880

Dear Mr. Keegan:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel
   Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

January 27, 2012

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Ms. Linda Cvrkel

Re:                             Lions Gate Entertainment Corp.

Form 10-K for the fiscal year ended March 31, 2011

Filed May 31, 2011

File No. 001-14880

Ladies and Gentlemen:

We respectfully submit below the responses of Lions Gate Entertainment Corp., a British Columbia, Canada corporation (“Lions Gate,” “Lionsgate,” “the Company,” “we,” “us” or “our”), to the comments of the United States Securities and Exchange Commission (the “Commission”) staff (the “Staff”) regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2011 contained in your letter dated January 17, 2012.  For your convenience, we have included your original comments, each immediately followed by Lions Gate’s response.

Form 10-K for the Year Ended March 31, 2011

Notes to the Financial Statements

Note 7. Equity Method Investments, page F-17

Comment 1:  We note that the reconciliation of net loss reported by EPIX to equity interest loss includes “adjustments and eliminations of the Company’s share of profits on sales to EPIX” as well as “realization of the Company’s share of profits on sales to EPIX.” Please explain to us the nature of each of these amounts and explain to us how the amounts were calculated or determined.

Response:

These represent the elimination of intra-entity profits on sales from Lionsgate to EPIX.

Lionsgate licenses films to EPIX and recognizes revenues and gross profits from such licensing arrangements.  The “adjustments and eliminations of the Company’s share of profits on sales to EPIX” line item represents the initial elimination of the gross profit recognized by Lionsgate on

Lions Gate Entertainment Corp. File No. 001-14880

the sale to EPIX in proportion to Lionsgate’s ownership interest in EPIX. The amount of intra-entity profit is calculated as the total gross profit recognized on a title by title basis multiplied by Lionsgate’s percentage ownership of EPIX.  The table below shows the calculation of the profit eliminated.

Twelve Months

Twelve Months

Ended

Ended

December 31,

December 31,

2011

2010

(Amounts in thousands)

Gross profit on sales to EPIX

$

48,829

$

26,315

Ownership interest in EPIX

31.15

%

30.55

%

Share of net profit on sales to EPIX (1)

$

15,219

$

8,051

(1) adjusted for small rounding differences

The “realization of the Company’s share of profits on sales to EPIX” represents the realization of a portion of the profits previously eliminated. This profit remains eliminated until realized by EPIX.  EPIX initially records the license fee for the title as inventory on its balance sheet and amortizes the inventory over the license period.  Accordingly, the profit is realized as the inventory on EPIX’s balance sheet is amortized. The profit amount realized is calculated by multiplying the percentage of the EPIX inventory amortized in the period reported by EPIX by the amount of profit initially eliminated, on a title by title basis.

Comment 2:  We note from your disclosure on page 47 of your MD&A section that in July 2010 you entered into a joint venture named Pantelion Films. However, we note that your investment in Pantelion Films is not disclosed in Note 7 and does not appear to be included in your equity method investment amounts on your balance sheet. Please tell us the nature, amount and the accounting for such investment in Pantelion Films. As part of your response, please explain to us why this investment is not included in your equity method investments on your balance sheet as of March 31, 2011.

Response:

Pantelion Films is a joint venture designed to distribute a slate of English and Spanish language feature films which target Hispanic moviegoers in the U.S.  We own 49% of the venture and it is being accounted for under the equity method. However, since our initial investment was nil ($49.00), and given Pantelion’s cumulative losses to date, with Lionsgate not having any obligation to fund such losses, we have not recorded any equity investment on our balance sheet or equity interest losses in our statement of operations in our 10-K for the fiscal year ended March 31, 2011.

Note 17. Acquisitions and Divestitures, page F-35

Acquisition of Debmar-Mercury, LLC, page F-37

Comment 3:  We note during the year ended March 31, 2010 you negotiated the buy-out of additional purchase consideration for $15 million and that this entire amount was recorded as an addition to goodwill in March 2010. We also note that in connection with this buy-out,

2

Lions Gate Entertainment Corp. File No. 001-14880

the Company extended certain employment contracts, which provides for certain contractual bonuses, as defined. In this regard, please tell us how the extension of certain employment contracts was accounted within your financial statements. As part of your response, please provide us with the relevant technical guidance used in determining your treatment.

Response:

The employment contracts for Debmar-Mercury’s key employees, which reflected a total annual salary of $2 million per year, were set to expire in July 2011. These contracts were extended in March 2010, with an effective date of January 1, 2010 (“the effective date”), through December 31, 2015. The employees’ annual aggregate salary was increased to $2.5 million per year and has been expensed from the effective date. In conjunction with the extension of their employment contracts, these employees received a $6.4 million signing bonus, which  pursuant to the terms of the agreements, is refundable on a pro rata basis  if the employees are terminated by Lionsgate for cause or if the employees leave the Company without “good reason”. Due to the performance and refund requirement, management’s legal right and intent to pursue the refund of any unearned portion of the signing bonus and the employees’ ability to repay, the signing bonus was initially recorded as an asset and is being expensed over the performance period, from the effective date.

Form 10-Q for the quarter ended September 30, 2011

Note 12. Acquisitions and Divestitures, page 23

Comment 4:  We note your disclosure that on August 10, 2011 you sold your interest in Maple Pictures to Alliance for approximately $35.3 million. Please explain to us how you calculated or determined the gain recognized of $11 million. As part of your response, please explain to us the nature of the participation liabilities payable to the Company and clearly explain how that amount was included in the calculation of the gain. Also, please tell us, and revise to disclose the method and assumptions used to determine the $17.8 million fair value of the distribution rights.

3

Lions Gate Entertainment Corp. File No. 001-14880

Response:

The table below sets forth the detailed calculation of the gain on sale.

Gain on Sale of

Maple Pictures

August 10,

2011

(Amounts in thousands)

Total sales price for Maple Pictures

$

35,300

Less: Sales proceeds allocated to the fair value of   the distribution rights

(17,800

)

Sales proceeds allocated to Maple Pictures, exclusive   of the distribution rights

17,500

Less:

Cash

$

(3,943

)

Accounts receivable, net

(16,789

)

Investment in films and television programs, net

(13,536

)

Allocated goodwill

(6,053

)

Other assets

(1,564

)

Participations payable to Lionsgate (1)

23,683

Other liabilities

13,651

Total carrying value (deficit) of Maple Pictures

$

(4,551

)

(4,551

)

Currency translation adjustment (“CTA”)

1,298

Transaction and related costs

(3,280

)

Gain on sale of Maple Pictures

$

10,967

(1) Amount is slightly different than the amount previously disclosed of $24,523

The participations payable to Lionsgate represent amounts that Maple owed Lionsgate as of the date of sale from the distribution of Lionsgate’s product in Canada. This liability was assumed by Alliance as part of the acquisition.  Accordingly, the participations payable on Maple’s books, which are reflected as a receivable on Lionsgate’s books, are a reduction to the net equity of Maple similar to other liabilities that are assumed.  Subsequent to the sale, the receivable on Lionsgate’s books represents amounts due from Alliance which will be paid pursuant to the terms of the distribution arrangements.

The $17.8 million fair value of the distribution rights was determined by the Company using the assistance of a third party valuation specialist. The value was estimated using a discounted cash flow (“DCF”) method under the income approach to determine the DCFs that the buyer will realize (i.e., the value of the arrangements to a buyer) pursuant to the terms of the distribution arrangements and included the following assumptions:

·                  Cash forecasts based on the terms of the distribution arrangements. The cash forecasts were based on a combination of historical performance of certain “library” product and title by title specific forecasts for the current and next year’s theatrical slates, with future slates based on the expected performance of the slates as a whole through the term of the distribution arrangements.

4

Lions Gate Entertainment Corp. File No. 001-14880

·                  Discount rates between 10% and 11%, based on an analysis of a market participant’s weighted average cost of capital, adjusted for the risk associated with the groups of films and television programs being distributed.

·                  Marginal Canadian tax rate of 28%.

We propose the following language regarding the disclosure of the method and assumptions used in valuing the distribution rights in future filings.

“The fair value of the distribution rights was determined based on an estimate of the cash flows to be generated by Alliance pursuant to the distribution agreements, discounted at risk-adjusted discount rates of the film categories between 10% and 11%.”

Comment 5:  Additionally, we note your disclosure that the sales price for Maple Pictures was $35.3 million. Please tell us the nature and amount of consideration received in this sale. In this regard, we note that the statement of cash flows discloses that only $9.1 million cash was received, net of transaction costs and cash disposed of in the amount of $3.9 million.

Response:

The table below sets forth the reconciliation of the sales proceeds to the amounts appearing in the statement of cash flows. Substantially all of the consideration was received in cash with the only significant exception consisting of amounts receivable due to a working capital adjustment.  The table below reconciles the sales proceeds to the amount disclosed in the statement of cash flows. The largest item reducing the sales proceeds represents the amount of the sales proceeds allocated to the distribution agreements which represents an advance against future distribution (i.e., deferred revenue). This amount was included in operating activities consistent with other advances and deferred revenue.

(Amounts in thousands)

Total sales price for Maple Pictures

$

35,300

Less: Sales proceeds allocated to the fair value of   the distribution rights, which are included in deferred revenue within   operating activities

(17,800

)

Sales proceeds allocated to Maple Pictures, exclusive   of the distribution rights

17,500

Less: Proceeds primarily associated with a working   capital adjustment reflected as a receivable (ie. noncash)

(1,158

)

Cash proceeds

16,342

Less:

Transaction and related costs

(3,280

)

Cash disposed of

(3,943

)

Net proceeds from sale of Maple Pictures within   investing activities

$

9,119

5

Lions Gate Entertainment Corp. File No. 001-14880

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 46

Comment 6:  We note from your disclosure in Note 17 that the Motion Pictures segment has incurred a loss for the three months and six months ended September 30, 2011. We also note that the majority of the goodwill is allocated to this segment. If this reporting unit (or any other reporting unit) is at risk of failing step one of the goodwill impairment analysis, please revise your MD&A disclosure to provide the following information:

· Percentage by which fair value exceeded carrying value as of the date of the most recent test;

· Amount of goodwill allocated to the reporting unit;

· Description of the methods and key assumptions used and how the key assumptions were determined;

· Discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

· Description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Response:

The Motion Pictures performance in a single quarter can be highly impacted by the number, timing and performance of theatrical releases in the quarter. In the quarter ended September 30, 2011, there were three wide theatrical releases which incurred significant amounts of advertising expense in the quarter. Two of these releases were released in September.  It is not uncommon for losses to be generated when a film is initially theatrically released due to the expensing of all the advertising cost while much of the revenues from other markets (i.e., Home Video, Pay and Free TV) is recognized in future periods. The release of the pictures driving the loss in the quarter will actually generate positive contributions in the future.

Our interim assessment concluded that the Motion Pictures segment was not at risk of failing step one of the goodwill impairment test based on this and a number of other factors including the following:

The value of our Motion Pictures business is a function of a number of factors, including the current overall theatrical slate profitability, contributions from our prior years’ slates, the expectations of future slates and contributions from our library product and direct-to-video products.  In addition, our Motion Pictures segment represents the majority of our market capitalization which was $890.0 million at our last assessment date (January 1, 2011) and was $1.14 billion as of the date of filing our quarterly results for the quarter ended September 30, 2011, compared to an equity carrying value of $76.6 million and $37.5 million, as of December 31, 2010 and September 30, 2011, respectively.

6

Lions Gate Entertainment Corp. File No. 001-14880

Based on these facts, we believe the fair value of the Motion Pictures segment remains substantially in excess of its carrying value and the loss for the quarter does not represent a goodwill impairment indicator. However, we continue to monitor and assess on a quarterly basis whether facts or circumstances have changed such that the reporting unit is at risk of failing step one of the goodwill impairment analysis and will provide the required disclosures in future filings, if warranted for our Motion Pictures segment (or any other reporting unit).

Forms 8-K furnished November 9, 2011 and August 9, 2011

Comment 7:  We note from your disclosure in your Forms 8-K that EBITDA is defined as earnings before interest, income tax provision, depreciation and amortization, equity interests, gain on sale of asset disposal group, gains or losses on extinguishment of debt and the sale of equity securities. Please note that we believe that by definition the use of EBITDA should be limited to “earnings before interest, taxes and depreciation and amortization.” In this regard, as you include items other that earnings before interest, income tax, depreciation and amortization in your Non-GAAP measure, please revise your description of the

January 17, 2012
 Via E-Mail

Mr. James Keegan Chief Financial Officer Lions Gate Entertainment Corp. 1055 West Hastings Street, Suite 2200 Vancouver, British Columbia V6E 2E9
Re: Lions Gate Entertainment Corp.
 Form 10-K for the year ended March 31, 2011
Filed May 31, 2011 File No. 001-14880

Dear Mr. Keegan:
 We have reviewed your filing 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 within 10 bus iness days by confirming that you will revise
your document in future filings (unless otherw ise indicated) and pr oviding any requested
information.  If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
             Form 10-K for the Year Ended March 31, 2011

 Notes to the Financial Statements

 Note 7. Equity Method Investments, page F-17

1. We note that the reconciliation of net loss reported by EPIX to equity interest loss
includes “adjustments and eliminations of th e Company’s share of profits on sales to
EPIX” as well as “realization of the Compa ny’s share of profits on sales to EPIX.”
Please explain to us the nature of each of these amounts and explain to us how the
amounts were calculated or determined.

Mr. James Keegan Lions Gate Entertainment Corp. January 17, 2012 Page 2

 2. We note from your disclosure on page 47 of  your MD&A section that in July 2010 you
entered into a joint venture named Pantel ion Films.  However, we note that your
investment in Pantelion Films is not disclo sed in Note 7 and does not appear to be
included in your equity method investment amounts on your bala nce sheet.  Please tell us
the nature, amount and the accounting for such investment in Pantelion Films.  As part of your response, please explain to  us why this investment is not included in your equity
method investments on your balance sheet as of March 31, 2011.

Note 17.  Acquisitions and Divestitures, page F-35
Acquisition of Debmar-Mercury, LLC, page F-37

3. We note during the year ended March 31, 2010 you negotiated the buy-out of additional
purchase consideration for $15 million and that this entire amount was recorded as an
addition to goodwill in March 2010.  We also note that in connection with this buy-out, the Company extended certain employment contracts, which provides for certain
contractual bonuses, as defined.  In this regar d, please tell us how the extension of certain
employment contracts was accounted within you r financial statements.  As part of your
response, please provide us with the relevant  technical guidance used in determining your
treatment.

Form 10-Q for the quarter ended September 30, 2011

 Note 12. Acquisitions and Divestitures, page 23

4. We note your disclosure that on August 10, 2011 you sold your interest in Maple Pictures
to Alliance for approximately $35.3 million.  Pl ease explain to us how you calculated or
determined the gain recognized of $11 million.  As part of your response, please explain
to us the nature of the participation liabiliti es payable to the Company and clearly explain
how that amount was included in the calculati on of the gain.  Als o, please tell us, and
revise to disclose the method and assumpti ons used to determine the $17.8 million fair
value of the distribution rights.
 5. Additionally, we note your disclo sure that the sales price for Maple Pictures was $35.3
million.  Please tell us the nature and amount of  consideration received  in this sale.  In
this regard, we note that the statement of cas h flows discloses that only $9.1 million cash
was received, net of transaction costs and cash disposed of in the amount of $3.9 million.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
46

6. We note from your disclosure in Note 17 that  the Motion Pictures segment has incurred a
loss for the three months and six months ended September 30, 2011.  We also note that
the majority of the goodwill is al located to this segment.  If  this reporting unit (or any

Mr. James Keegan Lions Gate Entertainment Corp. January 17, 2012 Page 3

 other reporting unit) is at ri sk of failing step one of th e goodwill impairment analysis,
please revise your MD&A disclosure to provide the following information:
• Percentage by which fair value exceeded carrying value as of the date of the
most recent test;
• Amount of goodwill allocated to the reporting unit;
• Description of the methods and key assumptions used and how the key
assumptions were determined;
• Discussion of the degree of uncertainty  associated with the key assumptions.
The discussion regarding uncertainty s hould provide specifics to the extent
possible (e.g., the valuati on model assumes recovery from a business downturn
within a defined period of time); and
• Description of potential ev ents and/or changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.
 Forms 8-K furnished November 9, 2011 and August 9, 2011

7. We note from your disclosure in your Form s 8-K that EBITDA is defined as earnings
before interest, income tax pr ovision, depreciation and amortiza tion, equity inte rests, gain
on sale of asset disposal group, gains or losses on extinguishment of de bt and the sale of
equity securities.  Please note that we be lieve that by definition the use of EBITDA
should be limited to “earnings before interest , taxes and depreciation and amortization.”
In this regard, as you include items other th at earnings before interest, income tax,
depreciation and amortization in your Non-GAAP measure, please revise your
description of the measur e or alternatively, revise  your calculation of EBITDA
accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. James Keegan Lions Gate Entertainment Corp. January 17, 2012 Page 4

 You may contact Claire Erla nger at (202) 551-3301 or Jean  Yu at (202) 551-3305 if you
have questions regarding comments on the financ ial statements and related matters.  You may
also contact me at (202) 551-3813.
Sincerely,
   /s/ Linda Cvrkel    Linda Cvrkel
Branch Chief

CORRESP
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BEIJING

BRUSSELS

HONG KONG

LONDON

LOS ANGELES

NEWPORT BEACH

NEW YORK

1999 Avenue of the Stars, 7th Floor
   Los Angeles, California  90067-6035

TELEPHONE    (310) 553-6700

FACSIMILE    (310) 246-6779

www.omm.com

SAN FRANCISCO

SHANGHAI

SILICON VALLEY

SINGAPORE

TOKYO

WASHINGTON, D.C.

September 20,   2011

VIA   EDGAR AND E-MAIL

OUR FILE   NUMBER

510692-46

WRITER’S   DIRECT DIAL

(310) 246-6816

WRITER’S   E-MAIL ADDRESS

djohnson@omm.com

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Attn:                    Justin Dobbie, Legal Branch Chief

Re:

Lions Gate Entertainment Corp.

Amendment No. 1 to Registration Statement on   Form S-3

Filed September 16, 2011

File No. 333-176656

Ladies and Gentlemen:

On behalf of Lions Gate Entertainment Corp. (the “Company”), this letter is submitted in response to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in your letter dated September 19, 2011 (the “Letter”) regarding the Company’s above-referenced Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-176656) (the “Registration Statement”) filed under the Securities Act of 1933 (the “Securities Act”).  Our response to the specific comment is set forth below.  For the convenience of the Staff, the comment from the Letter is restated in bold and italics prior to the response to such comment.  All defined terms used in this letter have the same meaning as in the Registration Statement, unless otherwise indicated.

General

1.                                       We note your responses in our prior comments one, two and three.  Please confirm that the form of prospectus filed as part of the 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 available to the company.  Otherwise, please revise the cover page, plan of distribution and elsewhere as appropriate to include all information required by the form to be in the prospectus that is known or reasonably available to the company regarding the offering contemplated by the agreement 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 currently intends for the securities to be offered to the public through an underwritten public offering.  Refer to Securities Act Rule 430B.

We respectfully advise the Staff that we have been advised by the Company that the actual method of distribution for the securities covered by the Registration Statement is currently unknown or not reasonably available to the Company.  As stated in our prior response to your prior comment one, we have been advised by the Company that its current intention and preference is that the securities of the selling securityholders be offered to the public through an underwritten public offering due to the ease of execution and certainty such a method of distribution would provide.  However, due to the current uncertainty of market conditions, and considering factors such as the volume of common shares to be offered and the current market price of the common shares, the Company believes that it must maintain the flexibility to potentially use alternative distribution methods to effect the sale of the common shares subject to the Registration Statement.  As a result, the Company is not in a position to state that the securities of the selling securityholders will be offered to the public through an underwritten public offering.  The Company therefore confirms that the form of prospectus filed as part of the Registration Statement only omits from the information required by Form S-3 to be in the prospectus, information that is unknown or not reasonably available to the Company in accordance with Securities Act Rule 430B.

* * *

The Company has authorized us to advise the Staff that it hereby acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

2

We appreciate the Staff’s comment and request the Staff contact me at (310) 246-6816 with any questions or comments regarding this letter.

Sincerely,

/s/   David J. Johnson, Jr.

David   J. Johnson, Jr.

of   O’MELVENY & MYERS LLP

cc:                                 Wayne Levin,

EVP, Corporate Operations and General Counsel

Lions Gate Entertainment Corp.

3

CORRESP
1
filename1.htm

[Lions Gate Entertainment Corp. Letterhead]

September 20, 2011

VIA EDGAR AND E-MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549

Attn:       Justin Dobbie, Legal Branch Chief

Re:

Lions   Gate Entertainment Corp.

Registration   Statement on Form S-3 (File No. 333-176656)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Lions Gate Entertainment Corp. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated to 5:00 P.M. EDT, on September 20, 2011, or as soon thereafter as practicable.

The Company acknowledges that:

·                  should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority,  in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Lions Gate   Entertainment Corp.

By:

/s/ Wayne Levin

Name:

Wayne Levin

Title:

EVP, Corporate   Operations and General Counsel

cc:                                David J. Johnson, Jr.

O’Melveny & Myers LLP

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

CORRESP
1
filename1.htm

BEIJING

1999 Avenue of the Stars, 7th   Floor

SAN FRANCISCO

BRUSSELS

Los Angeles, California   90067-6035

SHANGHAI

HONG KONG

SILICON VALLEY

LONDON

TELEPHONE (310) 553-6700

SINGAPORE

LOS ANGELES

FACSIMILE (310) 246-6779

TOKYO

NEWPORT BEACH

www.omm.com

WASHINGTON, D.C.

NEW YORK

September 16,   2011

OUR FILE   NUMBER

510692-46

WRITER’S   DIRECT DIAL

(310) 246-6816

VIA   EDGAR AND E-MAIL

WRITER’S   E-MAIL ADDRESS

Division   of Corporation Finance

djohnson@omm.com

Securities   and Exchange Commission

100   F Street, NE

Washington,   D.C. 20549

Attn:       Justin Dobbie, Legal Branch Chief

Re:

Lions Gate Entertainment Corp.

Registration Statement on Form S-3

Filed September 2, 2011

File No. 333-176656

Ladies and Gentlemen:

On behalf of Lions Gate Entertainment Corp. (the “Company”), this letter is submitted in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in your letter dated September 14, 2011 (the “Letter”) regarding the Company’s above-referenced Registration Statement on Form S-3 (File No. 333-176656) (the “Registration Statement”) filed under the Securities Act of 1933 (the “Securities Act”).  Our responses to the specific comments are set forth below.  For the convenience of the Staff, each comment from the Letter is restated in bold and italics prior to the response to such comment.  All defined terms used in this letter have the same meaning as in the Registration Statement, unless otherwise indicated.  We have filed Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which incorporates the Company’s responses to the Staff’s comments.

General

1.                                       We note the provision in Section 2 of the agreement filed as Exhibit 10.81 with your Form 8-K filed on August 30, 2011 that states that you “shall have the right, for 35 business days following the date of this Agreement, to designate one or more parties including pursuant to a registered offering… to purchase from Icahn up to 22,080,985 Shares in the aggregate, free and clear of all Encumbrances, at $7.00 per Share in cash.”  To the extent that this agreement seems to indicate that the securities will be offered to a single investor or to a limited number of investors, please provide your analysis as to why this is a public offering. In addition, please advise as to whether you have approached potential buyers regarding the securities in this offering.

We respectfully advise the Staff that in entering into the Agreement dated August 30, 2011 with Icahn (the “Agreement”), we have been advised by the Company that it did not intend to limit the method or manner in which the securities would be offered.  The Company has advised us that it currently intends to designate that the securities of the selling securityholders be offered to the public through an underwritten public offering and not to a single investor or a limited number of investors.  However, in the event market or other conditions exist that would make alternative distribution of the securities desirable, the Company would retain the flexibility to do so.  In any such event, the Company has advised us that it is its  intention that (i) the securities will be broadly marketed to both retail and institutional potential investors, (ii) the Company expects that there would be multiple purchasers in the offering including both retail and institutional investors, and (iii) the Company would have very little control over who the actual purchasers would be in the proposed offering.

The Company has advised us that it has not approached potential buyers regarding an offer of the securities covered by the Registration Statement.

Prospectus Cover Page

2.                                       Please revise to disclose the price to the public of the securities and the selling security holders’ net proceeds pursuant to Item 501(b)(3) of Regulation S-K. In addition, please revise to clarify here and in your Plan of Distribution section whether this offering terminates 35 business days from the date of the agreement filed as Exhibit 10.81 with your Form 8-K filed on August 30, 2011. To the extent that the offering does not terminate 35 days from the date of the agreement, please revise to clarify here and in your Plan of Distribution section whether the selling security holders must sell the remaining shares under this registration statement at a fixed price of $7.00 per share. In this regard, we note that you have calculated your fee pursuant to Rule 457(c) under the Securities Act.

We respectfully advise the Staff that as the prospectus included in the Registration Statement is part of a “shelf” registration statement, the Company intends to provide the price to the public of the securities and the selling security holders’ net proceeds in a prospectus supplement to be filed pursuant to Rule 424(b) of the Securities Act.  The Agreement does not provide for the offering to terminate 35 business days from the date of the agreement filed as Exhibit 10.81 with the Company’s Form 8-K filed on August 30, 2011.  Instead, at the end of such 35 business day period (the “Designation Period”), the Company will no longer have the ability to designate the parties to whom the shares may be sold (including through a registered offering), except in the event the Company and Icahn agree to extend such Designation Period.  If the parties do not agree to extend such Designation Period, and there are any remaining unsold securities at the end of such Designation Period, the Company may elect to withdraw the Registration Statement at that time.  If the Designation Period is extended, the parties may agree on different terms than as currently contemplated by the Agreement, including, without limitation, a different sales price for the shares instead of a fixed price of $7.00 per share, plus any brokerage fees, commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by the Agreement.  As discussed above, the Company will disclose the price to the public of the securities in a prospectus supplement to be filed pursuant to Rule 424(b) of the Securities Act.

2

The Company has revised the Plan of Distribution section and the cover page of the prospectus (substantially as set forth below with corresponding changes for plain English disclosure) in Amendment No. 1 to clarify this point as follows:

“Pursuant to the Agreement, the Company, or any direct or indirect subsidiary of the Company designated by the Company has the right, for 35 business days following the date of the Agreement (the “Designation Period”), to designate one or more parties, provided that the Company may not designate itself or any of its direct or indirect subsidiaries, including pursuant to a registered offering, to purchase from the selling securityholders up to 22,080,985 common shares at a price of $7.00 per share plus any brokerage fees, commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by the Agreement.  Following the Designation Period, the Company and Icahn may agree to extend such Designation Period, which may be on the same or different terms (including, without limitation, with different sales price per share).  The details of any extension of such Designation Period or different terms, if any, will be set forth in a prospectus supplement.”

Plan of Distribution, page 9

3.                                       Please significantly revise your Plan of Distribution section to address the provisions of the agreement filed as Exhibit 10.81 with your Form 8-K filed on August 30, 2011 that affect your plan of distribution. In addition, please revise to disclose how you intend to locate buyers for the securities in this offering. For example, please disclose as to whether you intend to use a broker-dealer or a finder to help sell the securities.

We respectfully advise the Staff that as the prospectus included in the Registration Statement is part of a “shelf” registration statement, the Plan of Distribution section is intended to describe the potential different methods of sale for the securities by the selling securityholders.  The Company will describe the specific details of the plan of distribution, such as an underwriting agreement or any agreement with an agent or dealer and the names of any underwriter, agent or dealer, as applicable, involved in a sale of the securities in a prospectus supplement to be filed pursuant to Rule 424(b) of the Securities Act.   The Company has revised the second paragraph of the Plan of Distribution section in Amendment No. 1 to address the provisions of the agreement filed as Exhibit 10.81 with the Company’s Form 8-K filed on August 30, 2011 that affect the plan of distribution, as follows:

“Pursuant to the Agreement, the Company, or any direct or indirect subsidiary of the Company designated by the Company has the right, for 35 business days following the date of the Agreement (the “Designation Period”), to designate one or more parties, provided that the Company may not designate itself or any of its direct or indirect subsidiaries, including pursuant to a registered offering, to purchase from the selling securityholders up to 22,080,985 common shares at a price of $7.00 per share plus any brokerage fees, commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by the Agreement.  Following the Designation Period, the Company and Icahn may agree to extend such Designation Period, which may be on the same or different terms (including, without limitation, with different sales price per share).  The details of any extension of such Designation Period or different terms, if any, will be set forth in a prospectus supplement.

The Company may involve underwriters, agents or dealers in the sale of the securities offered by the selling securityholders pursuant to this prospectus.  The applicable prospectus supplement will name any underwriter, agent or dealer involved in a sale of the securities.  In accordance with the terms of the Agreement, if the common shares are sold through underwriters, agents or dealers, the purchaser of the common shares will be responsible for any brokerage fees, underwriting discounts or commissions or similar fees.  Pursuant to the Agreement, the selling securityholders have no obligation or liability for any brokerage fees, commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by the Agreement and all amounts payable to the selling securityholders will be delivered to the selling securityholders without any deductions or withholdings for brokerage fees, commissions, underwriting discounts, taxes or otherwise.”

3

4.                                       We note your disclosure on page nine that the selling security holders “may be deemed to be ‘underwriters’ within the meaning of Section 2(11) of the Securities Act.” Please advise as to why you believe that the selling security holders are not underwriters pursuant to Section 2(11). Please address, in particular, how the agreement between the company and the selling security holders to sell the securities impacts the analysis. To the extent that they are underwriters pursuant to Section 2(11) of the Securities Act, please revise to remove the words “may be deemed to be” and revise the cover page accordingly.

The Company respectfully submits that it believes that the selling securityholders should not be viewed as “underwriters” within the statutory definition of Section 2(a)(11) of the Securities Act, and that no revision to the prospectus contained in the Registration Statement is necessary in this regard.

Background

The selling securityholders, which according to the reports on Schedule 13D, as amended, as filed by Icahn with the Commission, are affiliates of Icahn, had acquired the 22,080,985 shares (the “Icahn Shares”) in a series of open market transactions between October 2008 and July 2010.  None of the securities that are being registered for resale pursuant to the Registration Statement were acquired directly from the Company, or to its knowledge, any affiliate of the Company.  On August 30, 2011, two wholly-owned subsidiaries of the Company and the Company entered into the Agreement with Icahn, which provides that the Company, or any direct or indirect subsidiary of the Company designated by the Company, has the right, for 35 business days following the date of the Agreement, to designate one or more parties, provided that the Company may not designate itself or any of its direct or indirect subsidiaries, including pursuant to a registered offering, to purchase from Icahn up to 22,080,985 common shares at a price of $7.00 per share, in cash, with any brokerage commissions paid by the purchaser of the shares to a registered broker-dealer.

Staff Guidance

Section 2(a)(11) of the Securities Act defines “underwriter” as “any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking.”

The question of whether a selling securityholder is an underwriter depends on the facts and circumstances.  Compliance and Disclosure Interpretation 128.04 provides that the determination of whether a purchaser of securities is an underwriter with respect to resales of such securities “depends on the particular facts and circumstances of the particular case.” See also SEC Release No. 33-6383.

The Staff has issued further guidance in Compliance and Disclosure Interpretation 612.09 that provide the following list of factors that should be considered when evaluating the facts and circumstances of whether a selling securityholder is actually acting as an underwriter selling on behalf of an issuer: “how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

4

Analysis

Each of the six factors of Compliance and Disclosure Interpretation 612.09 is discussed below.

A.            The Period for which the Selling Securityholders have Held the Shares

Based on a review of the reports on Schedule 13D, as amended, as filed by Icahn with the Commission, Icahn began acquiring Lions Gate shares in October 2008 through July 2010, and as of September 1, 2010, a year prior to the date of filing of the Registration Statement, Icahn held 44,772,451 Lions Gate common shares.  Under the safe harbor provisions of Rule 144 of the Securities Act, non-affiliates of an issuer are able to sell unlimited amounts of unregistered securities if they have held the shares for six months or one year as appropriate under Rule 144, a holding period which is considered sufficient for the shares to have come to rest.  The selling securityholders have held the Icahn Shares for at least one year and have accepted the market risk of their investment, demonstrating the selling securityholders’ intention to purchase securities from the Company and hold them as an investment.

B.            The Circumstances under which the Selling Securityholders Received the Shares

The selling securityholders obtained the Icahn Shares in circumstances indicative of an investment, not an underwritten transaction.  In a typical underwriting, the issuer issues securities to the underwriter for c

September 14, 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.
  Registration Statement on Form S-3
Filed September 2, 2011
  File No. 333-176656

Dear Mr. Levin:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. We note the provision in Sec tion 2 of the agreement file d as Exhibit 10.81 with your
Form 8-K filed on August 30, 2011 that states  that you “shall have the right, for 35
business days following the date of this Agr eement, to designate one or more parties
including pursuant to a registered offe ring . . . to purchase from Icahn up to 22,080,985
Shares in the aggregate, free and clear of all Encumbrances , at $7.00 per Share in cash.”
To the extent that this agreement seems to i ndicate that the securities will be offered to a
single investor or to a limited number of investors, please pr ovide your analysis as to why
this is a public offering.  In addition, please advise as to whether you have approached
potential buyers regarding th e securities in this offering.

Wayne Levin Lions Gate Entertainment Corp. September 14, 2011 Page 2

 Prospectus Cover Page

2. Please revise to disclose the price to the publ ic of the securities a nd the selling security
holders’ net proceeds pursuant to Item 501(b)(3 ) of Regulation S-K.  In addition, please
revise to clarify here and in your Plan of Distribution section whether this offering
terminates 35 business days from the date of the agreement file d as Exhibit 10.81 with
your Form 8-K filed on August 30, 2011.  To the extent that the offering does not terminate 35 days from the date of the agreemen t, please revise to clar ify here and in your
Plan of Distribution section whether the sel ling security holders must sell the remaining
shares under this registration statement at a fixe d price of $7.00 per shar e.  In this regard,
we note that you have calculated your fee pur suant to Rule 457(c) under the Securities
Act.
 Plan of Distribution, page 9

3. Please significantly revise your Plan of Distribution section to address the provisions of
the agreement filed as Exhibit 10.81 with your Form 8-K filed on August 30, 2011 that
affect your plan of distribution.  In additi on, please revise to disclose how you intend to
locate buyers for the securities in this offe ring.  For example, please disclose as to
whether you intend to use a broke r-dealer or a finder to help  sell the securities.

4. We note your disclosure on page nine that the selling security  holders “may be deemed to
be ‘underwriters’ within the meaning of Section 2(11) of the Securities Act.”  Please
advise as to why you believe that the sell ing security holders are not underwriters
pursuant to Section 2(11).  Pl ease address, in particular, how the agreement between the
company and the selling security holders to sell  the securities impacts the analysis. To the
extent that they are underwrite rs pursuant to Section 2(11) of the Securities Act, please
revise to remove the words “may be d eemed to be” and revise the cover page
accordingly.
 Exhibit 5.1

5. Please have counsel revise to remove the second and third sentences from the first
paragraph on page two of the opinion.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Wayne Levin Lions Gate Entertainment Corp. September 14, 2011 Page 3

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 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

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[Letterhead of Wachtell, Lipton, Rosen & Katz]

December 3, 2010

VIA EDGAR

Michele Anderson, Chief

Perry J. Hindin, Special Counsel

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

One Station Place

100 F Street, NE

Washington, DC 20549-3628

Re:       Lions Gate Entertainment Corp.

            Preliminary Proxy Statement on Schedule 14A filed December 2, 2010

            File No. 001-14880

Dear Ms. Anderson and Mr. Hindin:

On behalf of our client, Lions Gate Entertainment Corp. (the “Company”), set forth below are responses to the comments of the Staff of the Office of Mergers & Acquisitions (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that were set forth in the Staff’s letter dated December 2, 2010 with respect to the filing referenced above.  For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold followed by the response.

1.      Since the Company’s solicitation is being contested, please ensure that the appropriate EDGAR tag of “DEFC14A” is applied when the Company files its definitive proxy statement.  Please see the “Description of SEC Forms” found on our website at

http://www.sec.gov/info/edgar/forms/edgform.pdf.

Response:  The Company confirms that it will apply the “DEFC14A” EDGAR tag to its definitive proxy statement.

2.      We refer you to prior comment 3 in our letter dated November 30, 2010.  As requested in that letter, please describe in your response letter the procedures the Company will follow to ensure that only appropriate proxy cards will be counted.  For example, any and all proxy cards bearing a date earlier than the date that the new definitive proxy statement and proxy card are first sent or given to shareholders should not be counted.

Response:  The Company is implementing the following procedures to ensure that only appropriate proxy cards will be counted:

·         The Company has changed the color of the Company’s proxy card from white to blue.  Any and all completed white proxy cards that are received by the Company will be disregarded and will not be counted, as is disclosed prominently throughout the Company’s proxy statement.  The Company requests in the proxy statement that its shareholders discard any white proxy cards.  The Company will count only blue proxy cards.

·         The Company has shut down the electronic voting websites maintained by both IVS Associates Inc. and Broadridge.  These voting websites will be reopened only after the definitive proxy statement has been mailed.   Any votes submitted electronically prior to the mailing of the definitive proxy statement will be disregarded and not counted by the Company.

·         Votes over telephone are no longer being accepted by Broadridge (IVS does not accept telephone voting).  Telephone voting will be reopened only after the definitive proxy statement has been mailed.  Any votes submitted by telephone prior to the mailing of the definitive proxy statement will be disregarded by the Company.

·         Broadridge will create new personal identification numbers to be assigned to each shareholder account, which identification numbers will be different for each shareholder than those established by Broadridge after the Company distributed the white proxy cards.  Shareholder votes submitted using an old personal identification number will not be counted.

3.      We note the disclosure indicating that if any of the nominees should become unavailable to serve as a director, and if the Board has designated a substitute nominee, the persons named as proxies will vote for the substitute nominee.  Please confirm for us that if the Company identifies or nominates substitute nominees before the meeting, it will file an amended proxy statement that: (i) identifies the substitute nominees, (ii) discloses whether such nominees have consented to being named in the revised proxy statement

and to serve if elected, and (iii) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

- 2 -

Response:  The Company supplementally advises the Staff that it has no present intention of identifying or nominating any substitute nominees.  However, should the Company identify or nominate any substitute nominee, we confirm that the Company will file an amended proxy statement that (i) identifies the substitute nominees, (ii) discloses whether such nominees have consented to being named in the revised proxy statement and to serve if elected, and (iii) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

Attached hereto is a written statement from the Company acknowledging the matters listed at the end of the Staff's comment letter.

Should you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 403-1314.

Sincerely,

/s/ David E. Shapiro

                                                                                    David E. Shapiro

- 3 -

 Lions Gate Entertainment Corp.

Officer’s Certificate

The undersigned, Wayne Levin, Vice President and General Counsel of Lions Gate Entertainment Corp. (the “Company”), hereby certifies on behalf of the Company that:

1.      The Company is responsible for the adequacy and accuracy of the disclosure in the Preliminary Proxy Statement on Schedule 14A filed on December 2, 2010 and its definitive proxy statement that will be filed thereafter (together, the “Filing”);

2.      Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filing; and

3.      the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of December 2, 2010.

By:  /s/ Wayne Levin

Name:   Wayne Levin

Title:     Vice President and General  Counsel

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[Letterhead of Wachtell, Lipton, Rosen & Katz]

December 3, 2010

VIA EDGAR

Michele Anderson, Chief

Perry J. Hindin, Special Counsel

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

One Station Place

100 F Street, NE

Washington, DC 20549-3628

Re:       Lions Gate Entertainment Corp.

            Preliminary Proxy Statement on Schedule 14A filed December 2, 2010

            File No. 001-14880

Dear Ms. Anderson and Mr. Hindin:

We write this letter to supplement our request that the Commission exercise its authority under Rule 14a-6(a) of the Exchange Act to shorten, upon a showing of good cause, the 10 calendar day period between the filing of the preliminary proxy statement and the mailing of the definitive proxy statement for our client Lions Gate Entertainment Corp. (the “Company”).

As you know, the Company filed a preliminary proxy statement on December 2 which contained limited changes from the proxy statement filed by the Company on November 19.  The Company also requested that it be permitted to mail the definitive proxy statement to shareholders no later than December 6.  For the reasons set forth in this letter, the Company believes that it must mail the definitive proxy statement to its shareholders no later than

December 6 in order to provide its shareholders with sufficient time to receive and review the materials and complete and return the new blue-colored proxy card for tabulation by the time of the scheduled annual meeting on December 14.

The majority of outstanding common shares of the Company are held in approximately 16,000 separate “street holder” accounts.  Broadridge is responsible for mailing the definitive proxy materials to these street-holder accounts and processing any votes that are cast by such holders.  In order to handle the mailing and then to process the votes, Broadridge must create new voting files, personal identification numbers and voting instruction forms for each of the 16,000 street-holder accounts.  Once the accounts are established, they are reviewed for accuracy by the Company and Mackenzie.  After the accounts are reviewed and validated, then and only then does Broadridge mail materials to the street holder accounts.  If Broadridge receives printed materials in advance and commences the process of setting up accounts early on Monday, December 6, this process could in theory be completed on that same day although might not be completed until Tuesday, December 7.

Once the new voting files are operational and the voting instruction forms have been approved, Broadridge will commence printing the new voting instruction forms and documents for the mailing.  It will likely require 24 to 48 hours to print and mail the new forms to street holders.  Accordingly, the mailing of the definitive proxy statement and voting instruction form for the majority of the Company’s shares will not commence until December 7 or December 8.  While normal delivery of proxy materials occurs via first class mail, which takes 3 days, the Company intends to incur additional expense and mail the definitive proxy statement via priority or express mail to street-holders but the mailing will still require at least 1-2 business days.  If Broadridge mails the documents on December 7 on a priority basis, the street-holder accounts will not receive the proxy materials until December 8 at the earliest.  Depending on the location of the shareholders, some may not receive their materials until the 9th or 10th (such as non-U.S. holders).

The above timeline provides shareholders with at most four business days (December 8, 9, 10 and 13) before the annual meeting on December 14 to review the materials and complete and return the new blue-colored proxy cards.  Any shareholder that chooses to submit its completed blue proxy card by mail will need to do so immediately upon receipt of the materials and likely would need to use an express mail service in order for there to be a reasonable chance for the proxy card to be received and processed by the time of the annual meeting.  Broadridge will transmit incoming votes from these shareholders on a daily basis to MacKenzie and MacKenzie will submit them to the inspector of elections at the annual meeting on December 14.

The Company believes that the time frame described above is very compressed and that a shorter time frame would not provide shareholders with adequate time to review the revised materials and complete and return the cards.

* * *

In order to ensure that all shareholders receive the definitive proxy statement, blue proxy cards and voting instructions in time to participate in the annual meeting, the Company

respectfully requests that the Commission exercise its authority under Rule 14a-6 of the Exchange Act to permit, based on good cause shown in this case, the Company to file and mail to its shareholders its definitive proxy statement on the morning of Monday, December 6.

- 2 -

Should you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 403-1314.

Sincerely,

/s/ David E. Shapiro

                                                                                    David E. Shapiro

- 3 -

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corresp

December 2, 2010

VIA EDGAR

Michele Anderson, Chief

Perry J. Hindin, Special Counsel

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

One Station Place

100 F Street, NE

Washington, DC 20549-3628

    Re:

    Lions Gate Entertainment Corp.

Preliminary Proxy Statement on Schedule 14A filed December 2, 2010

File No. 001-14880

Dear Ms. Anderson and Mr. Hindin:

          Following up on our conversations with you of November 30 and December 1, 2010, we wish to
inform you that our client Lions Gate Entertainment Corp. (the “Company”) filed its proxy
statement in preliminary form this morning. You should receive hard copies of this preliminary
proxy statement this morning together with blacklines showing the limited changes from the proxy
statement filed by the Company on November 19.

          We write this letter to respectfully request that the Commission exercise its authority under
Rule 14a-6(a) of the Exchange Act to shorten, upon a showing of good cause, the 10 calendar day
period between the filing of the preliminary proxy statement and the mailing of the definitive
proxy statement. The Company believes that good cause exists in this case

because if the 10 day period applies, the Company would need to postpone the previously
announced December 14 date of its annual meeting1 and, as we have discussed and
expressed in our letters dated November 24 and December 1 and further explain below, the Company
believes that it will be severely prejudiced if it is required to change the date of its annual
meeting. Moreover, the Company believes that that no shareholder of the Company will be harmed by
the Company’s holding the meeting on December 14.

          Mailing the definitive proxy statement on December 6 will allow the Company to hold its annual
meeting as scheduled on December 14 and avoid the severe prejudice that would be caused by delay.
Thus, with the Staff’s permission, the Company’s intention is to commence printing its proxy
statement in definitive form over the weekend so that it can be mailed to Company stockholders on
December 6. As the Company prominently discloses in the preliminary proxy statement it filed this
morning, the Company will distribute new, blue-colored proxy cards with the definitive proxy
statement and will not count any white proxy cards that are completed by shareholders.

          Some of the adverse consequences to the Company and its shareholders of postponing its annual
meeting are as follows:

    •

    The Company would violate Canadian law and be prejudiced in legal
proceedings in Canada. As we have discussed, the Company is required to hold
its annual meeting by December 15, 2010 under British Columbia law.

    British Columbia law also empowers certain constituents, including any
shareholder, to request that a court impose a compliance order upon a company
that is contravening or is about to contravene British Columbia law, which
compliance order may direct the Company to refrain from violating British
Columbia law, enjoin the Company from selling or receiving property, rights or
interests, and contain any other order that the court considers
appropriate.2 The Company believes that if the Commission requires
the Company to postpone its annual meeting, it is highly likely that Carl Icahn
or others would seek such relief.

    British Columbia law also allows a court on its own motion or on a motion of a
stockholder to schedule a meeting at the requesting party’s timing and to
dispense with the procedural requirements of the Company’s organizational
documents (such as quorum, conduct of the meeting, etc.).3 The
Company believes that it is highly likely that Carl Icahn or others would seek
such relief as well.

    Carl Icahn is currently appealing a final order issued by the Supreme Court of
British Columbia on November 1 dismissing litigation initiated by Carl Icahn

    1

    If the ten calendar day rule were to apply,
the Company would not be permitted to mail its definitive proxy statement or
solicit proxy cards until the day before the scheduled annual meeting.

    2

    Business Corporations Act of British
Columbia, Section 228.

    3

    Business Corporations Act of British
Columbia, Section 186.

- 2 -

    against the Company and awarding costs to the Company. The Company believes
that a finding that it is in violation of Canadian law would be highly
prejudicial to the Company in these proceedings.4

    The Company also believes that holders of many of its shares are in favor of the
Company maintaining its annual meeting date and would likely strongly oppose any
attempt by the Courts to move the meeting.

    •

    Canadian Courts have rejected a request that the Company hold its annual
meeting after the 15-month deadline. While as described above, the Canadian
courts can mandate a different meeting date, they have refused to do so for the
Company. Canadian courts have rejected requests by Carl Icahn that the Company
delay its annual meeting. Carl Icahn requested the British Columbia Court of
Appeal to require the Company to hold its annual meeting no earlier than
January 21, 2011. The Court of Appeal denied this request. In its denial of
the request, Mr. Justice Low stated that the Court “consider[s] in the best
interests of the company that its annual business be conducted in a timely and
orderly manner in the absence of compelling reason for delay.”5
Carl Icahn petitioned a panel of judges of the British Columbia Court of Appeal
to review this denial. After a hearing on November 15, 2010, Carl Icahn’s
petition for review was denied.

    •

    The Company will likely be prejudiced in legal proceedings in New York. The
Company is in litigation initiated by Carl Icahn in the New York State Supreme
Court.6 The Court expedited its schedule with some difficulty so
this matter could be heard and decided before the annual meeting on December 14
based on representations from the Company that it was required to hold its
annual meeting within 15 months of the prior year’s meeting. We believe that
the Company will likely be severely prejudiced if it were to return to the
Court and inform the Court that notwithstanding its representation it had in
fact delayed its meeting and that there had been no reason for the Court to
arrange its schedule on this timetable.

    •

    The Company would incur significant costs in moving the meeting. The
Company has already reserved event space for the annual meeting, secured
overnight accommodations for directors and Company representatives,

    4

    There is a provision in the Business
Corporation Act ostensibly permitting a British Columbia company to petition
the Registrar of Corporations to hold an annual general meeting on a date other
than as required under the Business Corporation Act. The Company’s Canadian
counsel is not aware of such a request ever having been made based on research
to date. The Company believes that it is unlikely that the Registrar would
grant such a request where the reason for such a request is a violation of U.S.
law and British Columbia courts have refused to extend the date of the meeting.
The Company also believes that any shareholder of the Company may obtain
relief in the British Columbia courts notwithstanding any finding of the
Registrar.

    5

    Icahn Partners LP v. Lions Gate Entertainment
Corp., Court of Appeal for British Columbia (Justice Low), November 5, 2010.

    6

    Carl C. Icahn et al. v. Lions Gate
Entertainment Corp., et al., Supreme Court of the State of New York (Yates,
J.), Index No. 651076/2010.

- 3 -

    secured reservations for a board dinner and lunch and incurred other costs and
expenses in connection with the meeting, for which penalties will be imposed
upon cancellation. In addition, the Company’s directors, representatives and
others have purchased airline tickets and made other arrangements to attend the
meeting on December 14, which would need to be rearranged if the meeting is
postponed.

    •

    Shareholders who purchased shares before the record date to vote would be
harmed. The Company announced the record date on November 5th which provided
shareholders the ability to acquire shares from that time until the November
12th record date. Particularly, shareholders interested in the outcome of the
Company’s meeting could have purchased shares for the express purpose of voting
those shares at the meeting. Any such shareholders would be harmed if the
Company is required to set a new record date.

    •

    Postponing the meeting would result in substantial delay in shareholders’
ability to vote for directors. If the Company is required to file a
preliminary proxy and is not able to hold the annual meeting on or before
January 11, it would need to set a new record date for the annual meeting which
would significantly delay the date of the annual meeting and shareholders’
ability to vote for directors. In addition, the Company’s financial statements
would be over six months stale by the time of the vote for the Company’s
directors.

          In addition to the adverse consequences that postponing the meeting would have on the Company,
the Company believes that shareholders would not be harmed by holding the meeting as scheduled.
Specifically:

    •

    Shareholders have known the meeting date since November 8. Over three weeks
ago, on November 8, the Company announced on Form 8-K that it would hold its
annual meeting on December 14. Any shareholder wishing to commence a
solicitation in opposition could have done so starting on that date.

    •

    There is ample time before the meeting to solicit shareholders. The
Company’s stockholder base is highly concentrated, with the largest three
stockholders holding approximately 71% of its outstanding shares, the largest
15 stockholders holding approximately 85% of its outstanding shares and the
largest 30 stockholders holding approximately 96% of its shares. The Company’s
key stockholders may be contacted and solicited in a matter of days. Most of
the Company’s stockholders are large and sophisticated institutions that do not
vote until very close to the annual meeting date.

          In view of the significant harm that the Company believes will occur to the Company if it
postpones its annual meeting and the Company’s belief that no shareholder is prejudiced by the
meeting occurring on the currently announced and scheduled date of December 14, the Company
respectfully requests that the Commission exercise its authority under Rule

- 4 -

14a-6 of the Exchange Act to permit, based on good cause shown in this case, the Company to
file and mail to its shareholders its definitive proxy statement on the morning of Monday, December
6. With the Staff’s permission, the Company’s intention is to commence printing its proxy
statement in definitive form over the weekend so that it can be mailed to Company stockholders on
December 6.

          Should you have any questions or comments regarding the foregoing, please do not hesitate to
contact the undersigned at (212) 403-1314.

Sincerely,

David E. Shapiro

- 5 -

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

 December 2, 2010

By Facsimile (212.403.2314) and U.S. Mail
 David E. Shapiro, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019
 Re: Lions Gate Entertainment Corp.
  Preliminary Proxy Statement on Schedule 14A filed December 2, 2010
  File No. 001-14880

Dear Mr. Shapiro:
We have reviewed the above filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand the Company’s disclosure.
 Please respond to this letter by amending the filing, by providing 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 amendment is appropriate, please tell us why in your response.  All defined terms used in this letter have the same meaning as in the proxy statement listed above, unless otherwise indicated.
 After reviewing any amendment to your filings and the information you provide in
response to these comments, we may have additional comments.  General

 1. Since the Company’s solicitation is being contested, please ensure that the appropriate EDGAR tag of “DEFC14A” is applied when  the Company files its definitive proxy
statement.  Please see the “Description of SEC Forms” found on our website at http://www.sec.gov/info/edgar/forms/edgform.pdf.
 2. We refer you to prior comment 3 in our letter dated November 30, 2010.  As requested in that letter, please describe in your response letter the procedures the Company will follow to insure that only appropriate proxy cards will be counted.  For example, any and all proxy cards bearing a date earlier than the date that the new definitive proxy statement and proxy card are first sent or given to shareholders should not be counted.
 Nominees for Directors, page 8

David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz December 2, 2010 Page 2   3. We note the disclosure indicating that if any of the nominees should become unavailable to serve as a director, and if the Board has designated a substitute nominee, the persons named as proxies will vote for the substitute nominee.  Please confirm for us that if the Company identifies or nominates substitute nominees before the meeting, it will file an amended proxy statement that: (i) identifies the substitute nominees, (ii) discloses whether such nominees have consented to being named in the revised proxy statement and to serve if elected, and (iii) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

* * *

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the Company is in possession of all facts relating to the disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.
 In responding to our comments, please provide a written statement from the Company

acknowledging that:

‚ it is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
‚ it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please direct any questions to me at (202) 551-3444.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.

Sincerely,    Perry J. Hindin Special Counsel Office of Mergers & Acquisitions

CORRESP
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[Letterhead of Wachtell, Lipton, Rosen & Katz]

December 1, 2010

VIA EDGAR

Michele Anderson, Chief

Perry J. Hindin, Special Counsel

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

One Station Place

100 F Street, NE

Washington, DC 20549-3628

Re:       Lions Gate Entertainment Corp.

            Definitive Proxy Statement on Schedule 14A filed November 19, 2010

            File No. 001-14880

Dear Ms. Anderson and Mr. Hindin:

On behalf of our client, Lions Gate Entertainment Corp. (the “Company”), set forth below are responses to the comments of the Staff of the Office of Mergers & Acquisitions (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that were set forth in the Staff’s letter dated November 30, 2010 with respect to the filing referenced above.  For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold followed by the response.

1.                  We have reviewed your letter dated November 24, 2010 (and filed with complete exhibits on November 26, 2010) responding to our verbal comment issued to you on November 23, 2010 asking how the Company’s filing of a definitive proxy statement on November 19, 2010 was consistent with Exchange Act Rule 14a-6 and Interpretation I.G.2. in our July 2001 Interim Supplement to the Telephone Interpretation Manual publicly available on our website at

http://sec.gov/interps/telephone/phonesupplement3.htm.  We issued such comment in light of filings made by Carl C. Icahn and persons affiliated with him (collectively, “Icahn”) which led us to question whether the Company knew or reasonably should have known of Icahn’s solicitation in opposition in connection with the annual meeting currently scheduled for December 14, 2010.  We referred you to filings indicating Icahn intended to engage in such solicitation.

As noted in a telephone call with you this afternoon, we have reviewed your response letter, and we believe that the Company knew or reasonably should have known of Icahn’s solicitation in opposition.

Response:  We wish to respectfully reiterate that for the reasons set forth in the letter dated November 24, 2010, the Company firmly believes that it is in compliance with Rule 14a-6 of the Exchange Act.

2.                  As indicated in our telephone call, we believe that the Company should refile the proxy statement in preliminary form.  Such preliminary proxy statement should be filed with the Commission at least 10 calendar days prior to the date that definitive copies of the proxy statement are first sent or given to security holders.  Please see Exchange Act Rule 14a-6.

Response:  The Company will be required to postpone its annual meeting if it refiles a proxy statement in preliminary form, which the Company believes will have significant adverse legal and financial consequences to the Company.  Moreover, the Company does not believe that any shareholder of the Company will be prejudiced by the Company’s holding the annual meeting as scheduled.

Some of the adverse consequences to the Company and its shareholders of postponing its annual meeting are as follows:

·         The Company would violate Canadian law and be prejudiced in legal proceedings in Canada. As we have discussed, the Company is required to hold its annual meeting by December 15, 2010 under British Columbia law.

British Columbia law also empowers certain constituents, including any shareholder, to request that a court impose a compliance order upon a company that is contravening or is about to contravene British Columbia law, which compliance order may direct the Company to refrain from violating British Columbia law, enjoin the Company from selling or receiving property, rights or interests, and contain any other order that the court considers appropriate.1  The Company believes that if the Commission requires the Company to postpone its annual meeting, it is highly likely that Carl Icahn or others would seek such relief.

1 Business Corporations Act of British Columbia, Section 228.

- 2 -

British Columbia law also allows a court on its own motion or on a motion of a stockholder to schedule a meeting at the requesting party’s timing and to dispense with the procedural requirements of the Company’s organizational documents (such as quorum, conduct of the meeting, etc.).2  The Company believes that it is highly likely that Carl Icahn or others would seek such relief as well.

Carl Icahn is currently appealing a final order issued by the Supreme Court of British Columbia on November 1 dismissing litigation initiated by Carl Icahn against the Company and awarding costs to the Company.  The Company believes that a finding that it is in violation of Canadian law would be highly prejudicial to the Company in these proceedings.3

The Company also believes that holders of many of its shares are in favor of the Company maintaining its annual meeting date and would likely strongly oppose any attempt by the Courts to move the meeting.

·         Canadian Courts have rejected a request that the Company hold its annual meeting after the 15-month deadline.  While as described above, the Canadian courts can mandate a different meeting date, they have refused to do so for the Company.  Canadian courts have rejected requests by Carl Icahn that the Company delay its annual meeting.  Carl Icahn requested the British Columbia Court of Appeal to require the Company to hold its annual meeting no earlier than January 21, 2011.  The Court of Appeal denied this request.  In its denial of the request, Mr. Justice Low stated that the Court “consider[s] in the best interests of the company that its annual business be conducted in a timely and orderly manner in the absence of compelling reason for delay.”4  Carl Icahn petitioned a panel of judges of the British Columbia Court of Appeal to review this denial.  After a hearing on November 15, 2010, Carl Icahn’s petition for review was denied.

·         The Company will likely be prejudiced in legal proceedings in New York.  The Company is in litigation initiated by Carl Icahn in the New York State Supreme Court.5 The Court expedited its schedule with some difficulty so this matter could be heard and decided before the annual meeting on

December 14 based on representations from the Company that it was required to hold its annual meeting within 15 months of the prior year’s meeting.  We believe that the Company will likely be severely prejudiced if it were to return to the Court and inform the Court that notwithstanding its representation it had in fact delayed its meeting and that there had been no reason for the Court to arrange its schedule on this timetable.

2 Business Corporations Act of British Columbia, Section 186.

3 There is a provision in the Business Corporation Act ostensibly permitting a British Columbia company to petition the Registrar of Corporations to hold an annual general meeting on a date other than as required under the Business Corporation Act.  The Company’s Canadian counsel is not aware of such a request ever having been made based on research to date.  The Company believes that it is unlikely that the Registrar would grant such a request where the reason for such a request is a violation of U.S. law and British Columbia courts have refused to extend the date of the meeting.  The Company also believes that any shareholder of the Company may obtain relief in the British Columbia courts notwithstanding any finding of the Registrar.

4 Icahn Partners LP v. Lions Gate Entertainment Corp., Court of Appeal for British Columbia (Justice Low), November 5, 2010.

5 Carl C. Icahn et al. v. Lions Gate Entertainment Corp., et al., Supreme Court of the State of New York (Yates, J.), Index No. 651076/2010.

- 3 -

·         The Company would incur significant costs in moving the meeting.  The Company has already reserved event space for the annual meeting, secured overnight accommodations for directors and Company representatives, secured reservations for a board dinner and lunch and incurred other costs and expenses in connection with the meeting, for which penalties will be imposed upon cancellation.  In addition, the Company’s directors, representatives and others have purchased airline tickets and made other arrangements to attend the meeting on December 14, which would need to be rearranged if the meeting is postponed.

·         Shareholders who purchased shares before the record date to vote would be harmed.  The Company announced the record date on November 5th which provided shareholders the ability to acquire shares from that time until the November 12th record date.  Particularly, shareholders interested in the outcome of the Company’s meeting could have purchased shares for the express purpose of voting those shares at the meeting.  Any such shareholders would be harmed if the Company is required to set a new record date.

·         Postponing the meeting would result in substantial delay in shareholders’ ability to vote for directors.  If the Company is required to file a preliminary proxy and is not able to hold the annual meeting on or before January 11, it would need to set a new record date for the annual meeting which would significantly delay the date of the annual meeting and shareholders’ ability to vote for directors.  In addition, the Company’s financial statements would be over six months stale by the time of the vote for the Company’s directors.

In addition to the adverse consequences that postponing the meeting would have on the Company, the Company strongly believes that neither Carl Icahn nor any other shareholder has been harmed and that a postponement of the meeting would assist Carl Icahn enormously in obtaining control of the Company.  We respectfully urge the Commission to consider the following:

·         Carl Icahn has known the meeting date for weeks and could have filed his proxy statement substantially sooner than he did.  Over three weeks ago, on November 8, the Company announced on Form 8-K that it would hold its annual meeting on December 14.  Carl Icahn could have proposed an alternative slate and commenced solicitation at any time after this announcement.  The Company filed its proxy statement on November 19.  Carl Icahn did not file a proxy statement until November 26.  The Company

believes that Icahn’s delay in filing a proxy was not related to the Company’s failure to file a preliminary proxy but rather due to his inability to assemble a slate of directors. While as explained below we believe Carl Icahn has ample time to solicit Company shareholders, nothing prevented him from obtaining even more time by filing his proxy statement sooner than nearly three weeks after the Company’s announcement of its meeting date.

- 4 -

·         There is ample time before the meeting to solicit shareholders.  The Company’s stockholder base is highly concentrated, with the largest three stockholders holding approximately 71% of its outstanding shares, the largest 15 stockholders holding approximately 85% of its outstanding shares and the largest 30 stockholders holding approximately 96% of its shares.  The Company’s key stockholders may be contacted and solicited in a matter of days, particularly by a sophisticated and well-organized shareholder such as Carl Icahn.  Most of the Company’s stockholders are large and sophisticated institutions that do not vote until very close to the annual meeting date.  In fact, the Company’s records indicate that only 177,000 shares, or about 0.1% of the outstanding shares, have voted to date.  The Company respectfully submits that there will be ample time for Carl Icahn to solicit the Company’s concentrated stockholder base before a meeting on December 14.

·         Carl Icahn would gain an enormous advantage in his bid to control the Company if the annual meeting is delayed.  Yesterday, Carl Icahn amended his tender offer to among other things eliminate the condition that 50.1% of the shares tender into the offer.  In the Company’s view, as it has explained in its 14D-9s, the absence of this condition renders Carl Icahn’s tender offer coercive.  The Company believes that this recent amendment strongly suggests that Carl Icahn would, if the record date is reset, use his tender offer to acquire shares of the Company prior to the record date to increase his voting power, potentially obtaining control of the Company.  The Company also believes that Carl Icahn would use the change of annual meeting date in his proxy fight with the Company and in the various legal proceedings in which he is engaged with the Company.

If notwithstanding the Company’s belief that it was in compliance with Rule 14a-6, the Commission believes otherwise, the Company would ask that the Commission consider the following remedies:

·         an affidavit from an executive officer of the Company stating his or her belief that there would be no solicitation in opposition at the time it filed its proxy statement,

·         a legal opinion from the Company counsel that the Company complied with Rule 14a-6 of the Exchange Act,

- 5 -

·         curative disclosure that the Company’s belief that there would be no solicitation in opposition was not accurate,

·         allowing Carl Icahn to solicit proxies immediately, and

·         prohibiting the Company and its representatives from any active proxy solicitation efforts until Monday December 6th (10 days after Carl Icahn filed his preliminary proxy).

3.                  Please include in such preliminary proxy statement prominent disclosure indicating that any proxy cards previously submitted by a shareholder that accompanied the definitive proxy statement filed on November 19 will not be counted towards the election of directors.  Also provide prominent disclosure that informs shareholders that in order for their proxy cards to be counted, they must sign and date new proxy cards that will accompany the new definitive proxy statement to be sent to shareholders.  Please advise us in your response letter the procedures the Company will follow to insure that only appropriate proxy cards will be counted.  For example, any and all proxy cards bearing a date that precedes the date that the new definitive proxy statement and proxy card are first sent or given to shareholders should not be counted.

Response:  Please see the Company’s responses to Comments 1 and 2.

4.                  Please disclose in such preliminary proxy statement the existence of Icahn’s solicitation in opposition.  Please also provide the disclosure required by Item 4(b) and 5(b) of Schedule 14A.

Response:  The Company filed an amendment to its proxy statement on November 30 providing the disclosure required by Item 4(b) and 5(b) of Schedule 14A.   The Company will promptly further amend its proxy statement to disclose the existence of Icahn’s solicitation in opposition.

5.                  We also note disclosure in the definitive proxy statement filed on November 19, 2010 that subject to the discretion of the chairman of the annual meeting, shareholders must ensure that their proxies are received by IVS Associates no later than 10:00 a.m. (Pacific Standard Time) on Friday, December 10, 2010, a date which is 2 business days and 4 calendar days in advance of the actual meeting.  Please advise us of the Company’s basis for imposing an early deadline for submission of proxies.  Include in such a response the applicable provision in the British Columbia Business Corporations Act or the Company’s governing instruments that contemplates this early deadline.

Response:  Section 12.10 of the Company’s Articles states that a proxy for a meeting of shareholders must be received two business days before the date set for the holding of the meeting unless otherwise specified in the notice.  However, this pro

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

 November 30, 2010

By Facsimile (212.403.  2314) and U.S. Mail
 David E. Shapiro, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019
 Re: Lions Gate Entertainment Corp.
  Definitive Proxy Statement on Schedule 14A filed November 19, 2010
  File No. 001-14880

Dear Mr. Shapiro:
We have reviewed the above filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand the Company’s disclosure.
 Please respond to this letter by amending the filing, by providing 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 amendment is appropriate, please tell us why in your response.  All defined terms used in this letter have the same meaning as in the proxy statement listed above, unless otherwise indicated.
 After reviewing any amendment to your filings and the information you provide in
response to these comments, we may have additional comments.

1. We have reviewed your letter dated November 24, 2010 (and filed with complete exhibits on November 26, 2010) responding to our verbal comment issued to you on November 23, 2010 asking how the Company’s filing of a definitive proxy statement on November 19, 2010 was consistent with Exchange Act Rule 14a-6 and Interpretation I.G.2. in our July 2001 Interim Supplement to the Telephone Interpretation Manual publicly available on our website at http://sec.gov/interps/telephone/phonesupplement3.htm
.  We issued
such comment in light of filings made by Carl C. Icahn and persons affiliated with him (collectively, “Icahn”) which led us to question whether the Company knew or reasonably should have known of Icahn’s solicitation in opposition in connection with the annual meeting currently scheduled for December 14, 2010.  We referred you to filings indicating Icahn intended to engage in such solicitation.

As noted in a telephone call with you this afternoon, we have reviewed your response letter, and we believe that the Company knew or reasonably should have known of

David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz
November 30, 2010 Page 2
Icahn’s solicitation in opposition.
2. As indicated in our telephone call, we believe that the Company should refile the proxy statement in preliminary form.  Such preliminary proxy statement should be filed with the Commission at least 10 calendar days prior to the date that definitive copies of the proxy statement are first sent or given to security holders.  Please see Exchange Act Rule 14a-6.
3. Please include in such preliminary proxy statement prominent disclosure indicating that any proxy cards previously submitted by a shareholders that accompanied the definitive proxy statement filed on November 19 will not be counted towards the election of directors.  Also provide prominent disclosure that informs shareholders that in order for
their proxy cards to be counted, they must sign and date new proxy cards that will accompany the new definitive proxy statement to be sent to shareholders.  Please advise us in your response letter the procedures the Company will follow to insure that only appropriate proxy cards will be counted.  For example, any and all proxy cards bearing a date that precedes the date that the new definitive proxy statement and proxy card are first sent or given to shareholders should not be counted.
 4. Please disclose in such preliminary proxy statement the existence of Icahn’s solicitation in opposition.  Please also provide the disclo sure required by Item 4(b) and 5(b) of
Schedule 14A.
 5. We also note disclosure in the definitive proxy statement filed on November 19, 2010 that subject to the discretion of the chairman of the annual meeting, shareholders must ensure that their proxies are received by IVS Associates no later than 10:00 am (Pacific Standard Time) on Friday, December 10, 2010, a date which is 2 business days and 4 calendar days in advance of the actual meeting.  Please advise us of the Company’s basis for imposing an early deadline for submission of proxies.  Include in such a response the applicable provision in the British Columbia Business Corporations Act or the Company’s governing instruments that contemplates this early deadline.

* * *

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the Company is in possession of all facts relating to the disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.

David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz November 30, 2010 Page 3
In responding to our comments, please provide a written statement from the Company
acknowledging that:
‚ it is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
‚ it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please direct any questions to me at (202) 551-3444.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.

Sincerely,    Perry J. Hindin Special Counsel Office of Mergers & Acquisitions

CORRESP
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[Letterhead of Wachtell, Lipton, Rosen & Katz]

November 24, 2010

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. Perry J. Hinden, Special Counsel

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

One Station Place

100 F Street, NE

Washington, DC 20549-3628

Re:       Lions Gate Entertainment Corp.

            Definitive Proxy Statement on Schedule 14A filed November 19, 2010

            File No. 001-14880

Dear Mr. Hinden:

On behalf of our client, Lions Gate Entertainment Corp. (the “Company”), we are responding to the question of the Staff of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced proxy statement (the “Proxy Statement”), concerning whether the Company’s the filing of a definitive proxy statement without filing a preliminary proxy statement was consistent with Exchange Act Rule 14a-6.  Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Proxy Statement.

Response:  The Company believes that they were not required by Exchange Act Rule 14a-6(a) to file a preliminary proxy statement.  The only matters to be acted upon at the annual meeting to which the proxy relates are the election of the Company’s directors and the election, approval or ratification of the Company’s accountants.  The Company recognizes that the exclusions set forth in Exchange Act Rule 14a-6(a) are not available if the registrant comments upon or refers to a solicitation in opposition, which the proxy statement does not.  The Company also recognizes that in a telephone interpretation the Staff has stated that if a registrant knows, or reasonably should know, of the solicitation

in opposition, then it should include such information in the proxy statement and file the proxy statement in preliminary form.   At the time of the filing of the proxy statement, Mr. Carl C. Icahn and persons affiliated with him (collectively, “Icahn”) had an outstanding tender offer to purchase shares of the company; however had not commenced a solicitation in opposition.   For the reasons stated below, the Company does not believe that it is reasonable to conclude that the Company knows Icahn will in fact make any solicitation in opposition.

 November 24, 2010

 Page 2

In fact, in a proceeding in the Appeal Court of British Columbia on November 4 to expedite an appeal, Icahn’s counsel stated that “Frankly, if [Icahn] loses the appeal he’s not going to compete.”  The transcript of this proceeding is attached as Exhibit A (the quoted sentence is found on page 8, lines 34 and 35).  Icahn subsequently lost that motion to expedite the appeal to be decided prior to the Company’s annual meeting.

Icahn has interacted repeatedly with the Company over the last several weeks to attempt to settle with the Company and in the course of those conversations has offered to withdraw his pending tender offer and enter into standstill arrangements, including committing not to engage in any proxy contest.  Indeed, Icahn recently asked the Company privately to delay its proxy statement and shareholder meeting to permit further settlement discussions.  The Company’s understanding from these discussions is that at the time of the filing of the proxy, Icahn was seeking an amicable resolution rather than a solicitation in opposition.

Moreover, it is not clear to the Company which if any Company nominees Icahn opposes from the Company’s slate of nominees.  In the discussions with the Company regarding possible strategic opportunities with respect to Metro-Goldwyn-Mayer Studios Inc. (“MGM”), Icahn has expressed interest in having the Company’s management run MGM following a possible takeover and having the Company’s CEO remain on the board of the combined company.

As of the date of this letter, Icahn still has not commenced a solicitation in opposition, notwithstanding that Icahn has been aware that the Company’s meeting is scheduled for December 14 and that there is limited time remaining to solicit proxies in opposition given the upcoming Thanksgiving Day holiday.

The Company notes that while Icahn has made public statements about the possibility of a proxy contest, he has been making such statements and filings for nearly two years without engaging in any solicitation in opposition.  For example, on February 23, 2009, Icahn filed a Schedule 13D stating that he “may seek to add nominees” and take “action at the [Company's] next annual meeting of shareholders or at a special meeting which [Icahn] may call.”   Notwithstanding these statements, Icahn did not solicit proxies in opposition to the Company’s prior annual meeting nor has Icahn sought to call a special meeting.

 November 24, 2010

 Page 3

The timing of the Company’s proxy statement and meeting were dictated by Canadian law.  Section 182(2) of the British Columbia Business Corporations Act requires that British Columbia corporation’s hold their annual meetings no later than 15 months following the previous year’s annual meeting, which for the Company is December 15, 2010.  The Company was enjoined by a British Columbia court from setting its record date until three business days after the court’s decision in the matter, which was delivered on November 1, 2010.  The transcript of this proceeding as attached as Exhibit B,  and the relevant statement by the court is on page 80, line 47 through page 81, line 2.  On November 5, 2010, the Company set its record date for November 12, the earliest day on which it could comply with New York Stock Exchange rules on notice of record dates.  The Company also began preparation of its proxy statement and, following updates on the potential for a settlement with Icahn, filed the proxy statement with the Commission on November 19.

Based on the above, the Company concluded that there was no solicitation in opposition and that it was accordingly permitted to file its proxy statement in definitive rather than preliminary form under Rule 14a-6(a).

In addition, the Company hereby acknowledges that:

·        the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·        Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·        the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to the Staff’s comments.  If you have any questions related to this letter, please contact me at (212) 403-1314.

Sincerely,

/s/ David E. Shapiro

                                                                                    David E. Shapiro

Exhibit A

CA No. 38552

Vancouver Registry

IN THE APPEAL COURT OF BRITISH COLUMBIA

(Before the Honourable Mr. Justice Low)

Vancouver, B.C.

November 4, 2010

BETWEEN:

ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN

PARTNERS MASTER FUND II LP, ICAHN PARTNERS FUND III LP AND

HIGH RIVER LIMITED PARTNERSHIP

Petitioners

AND:

LIONS GATE ENTERTAINMENT CORP., LIONS GATE ENTERTAINMENT INC.,

MARK H. RACHESKY, MHR FUND MANAGEMENT LLC,

MHR INSTITUTIONAL PARTNERS III LP AND

KORNITZER CAPITAL MANAGEMENT INC.

Respondents

___________________________________________

PROCEEDINGS IN CHAMBERS

___________________________________________

Appearing for the Petitioners:                                    R.S. Anderson, QC

                                                                                            T.M. Tomchak

Appearing for the Respondents Lions Gate:             M.D. Andrews, QC

                                                                                                     J. Francis

Appearing for the Respondents MHR and Rachesky:     S.R. Schachter, QC

Appearing for the Respondent Kornitzer Capital:       J.K. McEwan, QC

Pauline S. Cziraky / Charest Reporting

Vancouver Office:  #1650 – 885 W. Georgia Street, Vancouver, B.C. V6C 3E8

Phone: 604-669-6449 Fax: 604 629-2377

charestreporting@telus.net

Victoria Office: # # 912-1175 Douglas Street, Victoria, B.C. V8W 2E2

Phone: 250-382-3468 Fax: 250-382-3457

charestreportingvictoria@shaw.ca

PROCEEDINGS IN CHAMBERS

OF

NOVEMBER 4, 2010

PROCEEDINGS

Witness                             Description                                                           Page

                                          Submissions by Mr. Anderson

1

                                          Submissions by Mr. Andrews

9

                                          Submissions by Mr. Anderson (reply)

15

                                          Submissions by Mr. Andrews (reply)

18

                                          Submissions by Mr. Anderson (reply)

20

                                          Submissions by Mr. Andrews (reply)

22

                                          Reporter’s certification

24

EXHIBITS

No.                        Description                                                                       Page

         No exhibits entered during this day

               1

               Submissions by Mr. Anderson

1

November 4, 2010

2

Vancouver, B.C.

3

4

(PROCEEDINGS COMMENCED)

5

6

THE CLERK:  Calling the fifth matter on the list, the

7

      Icahn Partners Ltd. and Lions Gate Entertainment

8

      Corp., My Lord.

9

MR. ANDERSON: My Lord, Robert Anderson, and with me is

10

      Ms. Teresa Tomchak.  And we appear on behalf of

11

      the applicants today and the appellants on the

12

      appeal.

13

MR. ANDREWS: My Lord, Mark Andrews and Jennifer

14

      Francis and we appear for the respondents, Lions

15

      Gate.

16

THE COURT:  Thank you.

17

MR. SCHACHTER:  My Lord, Stephen Schachter.  I appear

18

      for Rachesky and the MHR respondents.

19

THE COURT:  Thank you.

20

MR. McEWAN:  My Lord, Ken McEwan, M-c-E-w-a-n, and I

21

      appear this afternoon for the respondent Kornitzer

22

      Capital Management.

23

THE COURT:  Thank you. How long do you expect this to

24

      take?

25

MR. ANDERSON:  I am hoping it will be half an hour,

26

      My Lord.

27

THE COURT:  All right.  I have got other litigants

28

      waiting, two sets of them for reasons later, so I

29

      don't want to be -- if it's going to take more

30

      than half an hour it will have to go until

31

      tomorrow.

32

MR. ANDERSON:  I am optimistic we can do it quickly.

33

      And I am about to hand up something that's going

34

      to make it look to Your Lordship that it won't,

35

      but I'm not going through it, if I might.

36

MR. ANDREWS:  I should say that I am a bit dubious as

37

      to whether this gets done in half an hour, in

38

      fairness to the court.

39

THE COURT:  Well, I am giving judgment in two matters

40

      at 3:30.  Let's get started.  We'll stop in half

41

      an hour, and you might have to wait until quarter

42

      to four.

43

MR. ANDERSON:  Thank you, My Lord.

44

            My Lord, this is an appeal from an oppression

45

      petition that was heard before Justice Savage in

46

      October.  His Lordship granted -- set out his

47

      reasons and dismissed the petition on Monday of

2

Submissions by Mr. Anderson

1

      this week.

2

            The issue that -- the nub of the issue that I

3

      am going to ask Your Lordship to resolve today is

4

      this:  should the court schedule the appeal

5

      hearing of this matter at a time when there's a

6

      reasonable opportunity for the decision to come

7

      down at least two weeks prior to the AGM.

8

            Now, there are two ways of getting there, but

9

      if you will, it's really a scheduling issue and

10

      that's the factual question.

11

            If I can just take you to the statement of

12

      facts, and I'm going to go quickly through them.

13

      In July 20th there was a transaction, or series of

14

      transactions, which resulted in a Mr. Rachesky, or

15

      companies controlled by him, having an additional

16

      16 million common shares in his control.  The

17

      result of that is the directors and management

18

      increased significantly their shareholdings

19

      through Mr. Rachesky's shareholdings and everybody

20

      else was diluted.

21

            The oppression proceeding was to set aside

22

      those proceedings, My Lord, or alternatively to

23

      other relief that would prevent Mr. Rachesky from

24

      voting his shares at the upcoming AGM.  There were

25

      a series of injunctions in place; one by

26

      Justice Sewell on the 6th -- and I am at

27

      paragraph 4 -- one by Justice Savage at the

28

      beginning -- I'm sorry, at the end of its hearing.

29

      Both related to enjoining Lions Gate from setting

30

      the record date.  And the record date, My Lord, is

31

      the date on which everybody, as of that date, can

32

      vote.  You have to set a date so that there's a ––

33

      I'm not interested in addressing the date of the

34

      record date but the AGM date itself today.  But

35

      Your Lordship should be alive to the proposition

36

      that those were -- injunctions were issued.

37

            Paragraph 6.  For a considerable period of

38

      time prior to the July 20th transactions a -- and

39

      "dilution transactions" is simply what I called

40

      those -- the 16 million.  They're complicated, but

41

      for Your Lordship's purposes Mr. Rachesky ended up

42

      with 16 million more shares from debt and

43

      everybody else was diluted.

44

THE COURT: Is that a loaded word your friends don't

45

      agree with?

46

MR. ANDERSON:  Yes.

47

THE COURT:  Or is it a proper way to paraphrase it?

3

Submissions by Mr. Anderson

1

MR. ANDERSON:  No, no, no.  The respondents say it was

2

      indeed a dilution transaction, and one of their

3

      reasons for doing so was to dilute Mr. Icahn.

4

      They just say it wasn't their primary purpose.

5

      No, it's not controversial.  Indeed they applaud

6

      it.

7

MR. ANDREWS:  I should say it is loaded, My Lord, and I

8

      would not agree with that characterization.

9

THE COURT:  Okay.

10

MR. ANDERSON:  There is no issue --

11

THE COURT:  Now my mind is a bit confused, but that's

12

      all right.

13

MR. ANDERSON:  There is no issue that it did have the

14

      effect of diluting Mr. Icahn, and I think my

15

      friend -- well, I will let my friend speak for

16

      himself when it's his turn.

17

            Paragraph 6.  For a considerable period of

18

      time prior to those transactions, My Lord, the

19

      appellants had expressed their considerable

20

      displeasure with the board and the directors and

21

      they publicly indicated they sought a proxy battle

22

      at the upcoming [indiscernible] AGM, and if

23

      successful they would oust the board in the AGM.

24

            Roughly -- and these are prior to -- today

25

      the appellants own approximately 33 percent of the

26

      common shares and Mr. Rachesky 29. Prior it was

27

      38 and 19. Those are not to the penny, My Lord.

28

            Given the other shareholdings controlled by

29

      or in friendly hands of management, it would be

30

      very difficult for the appellants today to win a

31

      proxy battle.

32

            Paragraph 8, My Lord. Unless the hearing of

33

      the AGM is extended, the law requires that it be

34

      heard -- it's set on or before December 15th.  You

35

      have to set it within an 18-month window.  But

36

      court

CORRESP
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filename1.htm

   lgfcorresp1124102.htm - Generated by SEC Publisher for SEC Filing

[Letterhead of
Wachtell, Lipton, Rosen & Katz]

November 24, 2010

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. Perry J. Hinden, Special Counsel

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

One Station Place

100 F Street, NE

Washington, DC 20549-3628

Re:
Lions Gate Entertainment Corp.

Definitive Proxy Statement on Schedule 14A filed November 19, 2010

File No. 001-14880

Dear Mr. Hinden:

On behalf of our client, Lions Gate Entertainment Corp.
(the “Company”), we are responding to the question of the Staff of the
Securities and Exchange Commission (the “Commission”) with respect to the above
referenced proxy statement (the “Proxy Statement”), concerning whether the
Company’s the filing of a definitive proxy statement without filing a
preliminary proxy statement was consistent with Exchange Act Rule 14a-6.
Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in the Proxy Statement.

 November 24, 2010

 Page 2

Response:  The Company believes that they were not required by
Exchange Act Rule 14a-6(a) to file a preliminary proxy statement.  The
only matters to be acted upon at the annual meeting to which the proxy relates
are the election of the Company’s directors and the election, approval or
ratification of the Company’s accountants.  The Company recognizes that
the exclusions set forth in Exchange Act Rule 14a-6(a) are not available if the
registrant comments upon or refers to a solicitation in opposition, which the
proxy statement does not.  The Company also recognizes that in a telephone
interpretation the Staff has stated that if a registrant knows, or reasonably
should know, of the solicitation in opposition, then it should include such
information in the proxy statement and file the proxy statement in preliminary
form.   At the time of the filing of the proxy statement, Mr. Carl C.
Icahn and persons affiliated with him (collectively, “Icahn”) had an
outstanding tender offer to purchase shares of the company; however had not
commenced a solicitation in opposition.   For the reasons stated
below, the Company does not believe that it is reasonable to conclude that the
Company knows Icahn will in fact make any solicitation in opposition.

In fact, in a proceeding in the Appeal Court of British Columbia on
November 4 to expedite an appeal, Icahn’s counsel stated that “Frankly, if
[Icahn] loses the appeal he’s not going to compete.”  The transcript of
this proceeding is attached as Exhibit A (the quoted sentence is found on page
8, lines 34 and 35).  Icahn subsequently lost that motion to expedite the
appeal to be decided prior to the Company’s annual meeting.

Icahn has interacted repeatedly with the Company over the last several
weeks to attempt to settle with the Company and in the course of those
conversations has offered to withdraw his pending tender offer and enter into
standstill arrangements, including committing not to engage in any proxy
contest.  Indeed, Icahn recently asked the Company privately to delay its
proxy statement and shareholder meeting to permit further settlement
discussions.  The Company’s understanding from these discussions is that
at the time of the filing of the proxy, Icahn was seeking an amicable
resolution rather than a solicitation in opposition.

Moreover, it is not clear to the Company which if any Company nominees
Icahn opposes from the Company’s slate of nominees.  In the discussions
with the Company regarding possible strategic opportunities with respect to
Metro-Goldwyn-Mayer Studios Inc. (“MGM”), Icahn has expressed interest in
having the Company’s management run MGM following a possible takeover and
having the Company’s CEO remain on the board of the combined company.

As of the date of this letter, Icahn still has not commenced a
solicitation in opposition, notwithstanding that Icahn has been aware that the
Company’s meeting is scheduled for December 14 and that there is limited time
remaining to solicit proxies in opposition given the upcoming Thanksgiving Day
holiday.

 November
24, 2010

 Page 3

The Company notes that while Icahn has made public statements about the
possibility of a proxy contest, he has been making such statements and filings
for nearly two years without engaging in any solicitation in opposition.
For example, on February 23, 2009, Icahn filed a Schedule 13D stating that he
“may seek to add nominees” and take “action at the [Company's] next annual
meeting of shareholders or at a special meeting which [Icahn] may
call.”   Notwithstanding these statements, Icahn did not solicit
proxies in opposition to the Company’s prior annual meeting nor has Icahn
sought to call a special meeting.

The timing of the Company’s proxy statement and meeting were dictated by
Canadian law.  Section 182(2) of the British Columbia Business
Corporations Act requires that British Columbia corporation’s hold their annual
meetings no later than 15 months following the previous year’s annual meeting,
which for the Company is December 15, 2010.  The Company was enjoined by a
British Columbia court from setting its record date until three business days
after the court’s decision in the matter, which was delivered on November 1,
2010.  The transcript of this proceeding as attached as Exhibit B,
and the relevant statement by the court is on page 80, line 47 through page 81,
line 2.  On November 5, 2010, the Company set its record date for November
12, the earliest day on which it could comply with New York Stock Exchange
rules on notice of record dates.  The Company also began preparation of
its proxy statement and, following updates on the potential for a settlement
with Icahn, filed the proxy statement with the Commission on November 19.

Based on the above, the Company concluded that there was no solicitation
in opposition and that it was accordingly permitted to file its proxy statement
in definitive rather than preliminary form under Rule 14a-6(a).

In addition, the Company hereby acknowledges that:

·         the
Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

·         Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings;
and

·         the
Company may not assert Staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

 November 24, 2010

 Page 4

We hope that the foregoing has been responsive to the
Staff’s comments.  If you have any questions related to this letter,
please contact me at (212) 403-1314.

Sincerely,

/s/ David E. Shapiro

David E. Shapiro

               EXHIBIT B

               1

               Submissions by Mr. Schachter

         1                                            October 15, 2010

         2                                            Vancouver, B.C.

         3

         4               (PROCEEDINGS COMMENCED AT 10:02 A.M.)

         5

         6     THE CLERK:  In the Supreme Court of British Columbia at

         7          Vancouver in chambers, this 15th day of October,

         8          2010, calling the matter of Icahn Partners LP and

         9          others versus Lions Gate Entertainment Corp. and

        10          others, My Lord.

        11     THE COURT:  Mr. Schachter.

        12     MR. SCHACHTER:  Thank you, My Lord.  I wanted to come

        13          back briefly, and forgive me if I -- if I have

        14          made this clear, but I wanted to come back to BCE

        15          just for a moment because unfairness was a

        16          consideration in BCE, but it's not unfairness in

        17          the abstract, it's not unfairness in the air, it's

        18          not looking at a result and saying it's unfair and

        19          therefore there must be a remedy.  That was the

        20          error the Quebec Court of Appeal made.  What is

        21          fundamentally important is to determine whether

        22          there is a reasonable expectation.  It's only then

        23          that the fairness inquiry is relevant.  So it's in

        24          this case Your Lordship would have to find a

        25          reasonable expectation on the part of Mr. Icahn.

        26          You would then have to ask whether that reasonable

        27          expectation was breached and if the breach was

        28          unfair such that there ought to be a remedy.  But

        29          you can't start at the end, consider whether

        30          there's unfairness and then reason, as the Quebec

        31          Court of Appeal did, in error, that there

        32          therefore ought to be a remedy.  So that's the

        33          first point I wanted to address.

        34               The second is this.  I think there was a

        35          question along these lines, is there a space

        36          between a breach of fiduciary duty, or the

        37          fulfilment of your fiduciary duty, and a breach of

        38          a reasonable expectation?  Is there a space there

        39          where the directors could be fulfilling their

        40          breach of -- their fiduciary duty, yet there still

        41          is a breach of a reasonable expectation.  Now, one

        42          can see that hypothetically in a private company,

        43          what one could imagine a circumstance in a private

        44          company.  In BCE, the debenture holders where

        45          there were competing classes, shareholders and

        46          debenture holders, asserted on the basis of public

        47          pronouncements that they had a private expectation

               2

Submissions by Mr. Schachter

1          and they sought damages for breach of that.  That

2          was their primary relief, that they wanted -- they

3          wanted damages.  But if you look at this, this

4          particular company, with one class of shares, with

5          shareholders all similarly situated in terms of

         6          their
reasonable expectations, the only reasonable

7          expectation here is that the directors will

8          fulfill their fiduciary duties.  There is nothing

9          outside of that in this case.  That's it.  And

10          that's why in this case the petitioners can't run

11          from the decision of this court in Teck, because

12          Teck speaks to fiduciary duty in a context which

13          is relevant here, and it has been approved in many

14          courts.  It is a seminal case on that issue.  You

15          can't run from it, because as soon as you say the

16          reasonable expectation is, has there been a breach

        17
  of fiduciary duty, you then ask, well, what are

18          the purposes for which a share issuance power can

19          be exercised by directors fulfilling that

20          fiduciary duty?  And that takes you into Teck.

        21
So what the petitioners have to ask

22          Your Lordship to do is reject the directors'

23          evidence of their primary purpose and then to say

24          the law is not the law as pronounced by

        25
Mr. Justice Berger in Teck, that that is not the

26          law.  And they cannot do that in this case, in my

27          submission.

28               I want to ask you to turn just briefly to

29          tab 21 of my authorities.  And tab 21 is the

30          Rogers v. MacLean Hunter case.  And as in most of

31          these cases, it's -- it's not so much the facts

32          but the principles that are expressed.  And I

        33          wanted
to ask you to turn to paragraph 14.  It's

34          tab 21, paragraph 14.

        35
THE COURT:  Yes.

        36
MR. SCHACHTER:

        37

38               What has to be recognized is that in a

39               takeover situation there is a very great

40               dynamic tension.  The directors of the

41               acquirer wish to get the target for as little

42               as possible so as to satisfy their fiduciary

        43
duties for their organization.  Read Icahn.

44               The directors of the target, if altruistic,

45               must look to maximizing the long-term

46               benefits of the target.  However, as both

47               sides attempt to present themselves to the

               3

Submissions by Mr. Schachter

1               public and the quarter regulator, one is

2               often reminded of two very burly, unshaven,

3               stubby-fingered wrestlers who then profess

4               their great and perhaps new-found love for

5               needlepoint in this legal jousting match.

6               Heat of the moment or tactical actions

7               frequently are not able to be neatly

8               contained in legal concept and duty packages.

         9

10          And I pause there to say this.  When one looks at

        11          some
of the language used, whether it's in text

12          messages or whether it's Mr. Icahn saying anybody

13          who threatens my bid is going to be sued, this is

14          not a tea party.  These parties are dealing with

15          very serious issues; the directors are dealing

16          with very serious issues that affect the long-term

17          benefits of this company.  All right.  I'd ask you

18          to turn, just to complete the passage in this

19          case, to paragraph 19 over the page:

        20

21               It is reasonable that a target board not roll

22               over and play dead.  If it were completely

23               passive, it would be soundly criticized for

24               not doing anything to maximize the situation

25               for the target organization, whatever it

26               does, must be reasonable.

        27

        28          And
I submit in this case it was.  It was.  If it

29          translates into having to pay an adequate price,

30          that's exactly what these directors should be

31          doing, although I would think the principle is

32          objective, perspective reasonability.  And then if

33          you turn to paragraph 22:

        34

35               Thus far there does not on the record before

36               me appear to be evidence that the MHO board

37               is being actuated by a dominant and proper

38               collateral purpose.

        39

40          And there's a reference to Teck yet again.  Yet

41          again.  Now, I observe this:  as crucial as Teck,

42          the jurisprudence in Teck is, to a case which my

43          friends have built on improper purpose, what they

44          have said to Your Lordship is it's not an

45          oppression case.  That's the point upon which they

46          distinguish Teck.  It's not an oppression case; it

47          was decided before the oppression cases.  It's

               4

Submissions by Mr. Schachter

         1          been
cited in oppression cases for the same reason

2          that it's being cited here.  It is a case which

3          deals with fiduciary duties and they are very

4          important here.  And I'll say this:  the case that

5          my friends rely upon in their authorities,

6          although they didn't deal with it in their oral

7          submissions and poll the privy counsel decision,

8          that wasn't an oppression case either.  So my

9          friends can't simply say, well, Teck is not an

10          oppression case.  It bears directly on the burden

11          of the

September 10, 2010
   Mr. Jon Feltheimer Chief Executive Officer Lions Gate Entertainment Corp. 1055 West Hastings Street Suite 2200 Vancouver, British Columbia V6E 2E9

Re: Lions Gate Entertainment Corp.
 Form 10-K for the year ended March 31, 2010
Filed June 1, 2010
 File No. 1-14880

Dear Mr. Feltheimer:

We have completed our review of your Form 10-K noted above and do not, at  this time, have any
further comments.

Sincerely,

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

corresp

September 8, 2010

Via EDGAR and Hand Delivery

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Linda Cvrkel

    Re:

    Lions Gate Entertainment
Corp.

Form 10-K for the fiscal year ended March 31, 2010

Filed June 1, 2010

    File No. 001-14880

Ladies and Gentlemen:

     We respectfully submit below the response of Lions Gate Entertainment Corp., a British
Columbia, Canada corporation (“Lions Gate,” the “Company,” “we,” “us” or “our”), to the additional
comment of the United States Securities and Exchange Commission (the “Commission”) staff (the
“Staff”) contained in your letter dated August 30, 2010. For your convenience, we have included
your original comment, immediately followed by our response. Along with its EDGAR-filed copy,
Lions Gate is concurrently delivering a courtesy hard copy of its response to the Commission.

Note 22. Subsequent Events

    Comment 1: We note from the disclosure included in Note 22 that on July 20, 2010, the
Company entered into a refinancing agreement to exchange approximately $36.0 million in
aggregate principal amount of the February 2005 3.625% Notes and approximately $63.7 million
in aggregate principal amount of the October 2004 2.9375% Notes for equal principal amounts,
respectively of new 3.625% Convertible Subordinated Notes due 2027 and new 2.9375% convertible
Senior Subordinated Notes due 2026. We also note that the new notes took effect immediately
and all terms were identical to the February 2005 3.625% Notes and the October 2004 2.9375%
Notes except that the New Notes had an extended maturity date, extended put rights by two
years and were immediately convertible at an initial conversion rate of 161.2903 common shares
of the Company per $1,000 principal amount of the New Notes. We further note that on July 20,
2010, the New Notes were converted into 16,236,305 shares of the Company. Please tell us and
revise the notes to the Company’s financial statements in future filings to explain how the
Company accounted for the exchange transaction and the related conversion of the new notes
issued into shares of the company’s common stock. As it appears that the conversion price of
the new notes issued in the exchange transaction had a lower

    conversion price than the original notes that they replaced, it appears that the transaction
should be accounted for as an induced conversion pursuant to the guidance in ASC
470-20-40-26.

Response:

Our analysis of the transaction is consistent with the Staff’s observation that the transaction is
to be accounted for pursuant to the guidance in ASC 470-20-40-26. Specifically, we estimate that
we will record a net loss of approximately $14.5 million in our second quarter ending September 30,
2010, representing the excess of the fair value of our common stock issuable pursuant to the
conversion terms of the new notes over the fair value of our common stock issuable pursuant to the
conversion terms of the old notes partially offset by the impact of applying the settlement
accounting pursuant to ASC 470-20-40-20 as required by ASC 470-20-40-26.

We also confirm that our quarterly report on Form 10-Q for the quarter ended September 30, 2010
will include disclosure of the loss amount and an explanation of how we accounted for the exchange
transaction and related conversion of the new notes issued into shares of the Company’s common
stock.

The disclosure will include a description of the transaction similar to that contained in our
subsequent events footnote (Note 22) in our June 30, 2010 quarterly report on Form 10-Q. The
disclosure will indicate that as a result of the July 20, 2010 exchange transaction and related
conversion, the Company recognized a non cash loss of approximately $14.5 million, which includes
the write-off of $0.6 million of unamortized deferred financing costs, an increase to common shares
equity of $106.0 million and reduction in the carrying amount of the old notes of approximately
$92.1 million. The explanation will indicate that the net loss recognized represented the excess of
the fair value of our common stock issuable pursuant to the conversion terms contained in the new
notes as compared to the fair value of our common stock issuable pursuant to the conversion terms
of the old notes, partially offset by the gain associated with the extinguishment of debt
representing the excess of the carrying amount of the debt extinguished over the fair value of our
common stock issuable pursuant to the conversion terms of the old notes.

We hope that this letter has been helpful and responsive to your requests. If you have any
questions or comments to these responses, please contact me directly at 310-255-3996.

    Sincerely,

    /s/ James Keegan

    James Keegan

    Chief Financial Officer

    cc:

    Jon Feltheimer

Wayne Levin, Esq.

Adrian Kuzycz, Esq.

David J. Johnson, Jr., Esq.

August 30, 2010

Via Fax & U.S. Mail

Mr. Jon Feltheimer Chief Executive Officer Lions Gate Entertainment Corp. 1055 West Hastings Street Suite 2200 Vancouver, British Columbia V6E 2E9

Re: Lions Gate Entertainment Corp.
 Form 10-K for the year ended March 31, 2010
Filed June 1, 2010
 File No. 1-14880

Dear Mr. Feltheimer:

We have reviewed your letter dated July 22, 2010 in response to our letter dated July 9,
2010 and your subsequent periodic filings, and have  the following additional comment.  Please
respond to confirm that such comment will be co mplied with in future filings, or, if deemed
inappropriate, advise the staff of your reason.  Your response should be submitted in electronic
form, under the label “corresp” with  a copy to the staff.  Please respond within ten (10) business
days.

Note 22. Subsequent Events

1. We note from the disclosure included in Note 22 that on July 20, 2010, the Company entered into a refinancing agreement to  exchange approximately $36.0 million in
aggregate principal amount of the February  2005 3.625% Notes and approximately $63.7
million in aggregate principal amount of the October 2004 2.9375 Notes for equal
principal amounts, respectively of new 3.625% Convertible Subordinated Notes due 2027 and new 2.9375% convertible Senior Subordina ted Notes due 2026. We also note that the
new notes took effect immediat ely and all terms were iden tical to the February 2005
3.625% Notes and the October 2004 2.9375% Notes except that the New Notes had an extended maturity date, extended put rights by two years and were immediately convertible at an in itial conversion rate of 161.2903 co mmon shares of the Company per
$1,000 principal amount of the New Notes. We further note that on July 20, 2010, the
New Notes were converted into 16,236,305 shar es of the Company.  Please tell us and
revise the notes to the Company’s financial statements in future filings to explain how the Company accounted for the exchange transact ion and the related c onversion of the new
notes issued into shares of the compa ny’s common stock. As it appears that the

Mr. Jon Feltheimer
Lions Gate Entertainment Corp. August 30, 2010 Page 2

conversion price of the new notes issued in the exchange transaction had a lower
conversion price than the original notes that they replaced, it appears that the transaction
should be accounted for as an induced conversion pursuant to the guidance in ASC 470-20-40-26.   You may contact Effie Simpson at (202) 551-3346, or the undersigned if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
John Stickel at (202) 551-3324 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
Via Fax: James Keegan, CFO    (310) 388-1306

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   July 27, 2010
Via Facsimile (917.591.3310) and U.S. Mail

Keith L. Schaitkin, Esq.
Associate General Counsel Icahn Associates, Corp. and Affiliated Companies 767 Fifth Avenue, 47
th Floor
New York, NY 10153
Re: Lions Gate Entertainment Corp.
 Schedule TO-T filed July 20, 2010 by Icahn Partners LP, et. al., as
amended on July 26, 2010
File No. 005-55587

Dear Mr. Schaitkin:

We have limited our review of the filings to  those issues we have addressed in our
comments.  In some of our co mments, we may ask you to provi de us with information so
we may better understand your disclosure.
 Please respond to this letter by amending your filings, by providing 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 amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your f ilings and the informa tion you provide in
response to these comments, we may have additional comments.  All defined terms used in
this letter have the same mean ing as in the Offer to Purcha se, unless otherwise indicated.
 Offer to Purchase

1. We note the discussion of a breach of conditions of the tender offer in the third to
last paragraph on page 2 of the press re lease dated July 26, 2 010 attached as an
exhibit to the amended Schedule TO-T filed on the same date.  While we
acknowledge the statement on page 28 of the Offer to Purchase filed on July 20, 2010 that if the Offeror waives any conditi on in respect of the Offer, the Offer
will be extended for 10 business days from the date of such waiver, we ask you to consider disclosing any deci sion regarding waiver of this condition or termination
of this offer as soon as such decision has been made.

Keith L. Schaitkin, Esq.
Icahn Associates, Corp. and Affiliated Companies July 20, 2010 Page 2  Conditions of the Offer, page 25

2. A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct  or indirect control of the bidder.  The
conditions also must be drafted with su fficient specificity to  allow for objective
verification that the conditions have been satisfied.  Please revise the conditions in
clauses (f)  and (j) on pages 26 and 27 of the Offer to Purchase, respectively, to
include an objective standard, such as a standard of reasonableness, against which
the Offeror’s discretion may be judged.

* * *
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that th e filings include the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the bidders
are in possession of all facts relating to th e disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In responding to our comments, please pr ovide a written statement from each of
the bidders acknowledging that:
‚ the bidder is responsible for the adequacy and accuracy of the disclosure in the
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the bidder may not assert staff comments as  a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.  Please direct any questions to me at (202) 551-3444.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to us at the following
ZIP code:  20549-3628.         S i n c e r e l y ,            P e r r y  J .  H i n d i n         S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions

CORRESP
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corresp

July 22, 2010

Via EDGAR and Hand Delivery

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Linda Cvrkel

    Re:

    Lions Gate Entertainment Corp.

Form 10-K for the fiscal year ended March 31, 2010

Filed June 1, 2010

    File No. 001-14880

Ladies and Gentlemen:

     We respectfully submit below the responses of Lions Gate Entertainment Corp., a British
Columbia, Canada corporation (“Lions Gate,” the “Company,” “we,” “us” or “our”), to the comments of
the United States Securities and Exchange Commission (the “Commission”) staff (the “Staff”)
regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 (the “10-K”)
contained in your letter dated July 9, 2010. For your convenience, we have included your original
comments, each immediately followed by Lions Gate’s response. Along with its EDGAR-filed copy,
Lions Gate is concurrently delivering a courtesy hard copy of its response to the Commission.

Form 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies, page 46

Comment 1: We note your section on critical accounting policies. It appears that the items
included are a mere repetition of your Significant Accounting Policies section. Pursuant to
FR-60, this section is intended to focus on the sensitivity aspects of your critical
accounting policies, that is, the likelihood that materially different amounts would be
reported under different conditions or assumptions. In making disclosures under FR-60,
registrants need not repeat information that is already included in the financial statements
or other sections of the filing. Please revise your disclosures in future filings
accordingly.

Lions Gate Entertainment Corp. File No. 001-14880

Response: We agree that our critical accounting polices include a summary of our
significant accounting polices, however we note that they also include additional information on the
sensitivity aspects of our critical accounting polices in several places including the lead in
paragraph and within the critical accounting policy description where the estimates are the most
sensitive. However, in response to your comment and in an effort to further enhance our discussion
of these policies we have revised these disclosures to provide more focus on the sensitive
estimates within these polices. The following reflects our anticipated revisions (original policies
marked for the changes) to our critical accounting polices we propose to include in future filings.

CRITICAL ACCOUNTING POLICIES

     The preparation of our financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates, judgments and assumptions that
affect the amounts reported in the consolidated financial statements
and accompanying notes. The
application of the following accounting policies, which are important to our financial position and
results of operations, requires significant judgments and estimates on the part of management. As
described more fully below, these estimates bear the risk of change due to the inherent uncertainty
attached to the estimate. In some cases, changes in the accounting estimates are reasonably likely
to occur from period to period. Accordingly, actual results could differ materially from our
estimates. For example, accounting for films and television programs requires us to estimate future
revenue and expense amounts which, due to the inherent uncertainties involved in making such
estimates, are likely to differ to some extent from actual results. To the extent that there are
material differences between these estimates and actual results, our financial condition or results
of operations will be affected. We base our estimates on past experience and other assumptions that
we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing
basis. For a summary of all of our accounting policies, including the accounting
policies discussed below, see Note 2 to our audited consolidated financial statements.

     Generally Accepted Accounting Principles (“GAAP”). Our consolidated financial statements
have been prepared in accordance with U.S. GAAP.

     Accounting for Films and Television Programs. We capitalize costs of production and
acquisition, including financing costs and production overhead, to investment in films and
television programs. These costs for an individual film or television program are amortized and
participation and residual costs are accrued to direct operating expenses in the proportion that
current year’s revenues bear to management’s estimates of the ultimate revenue at the beginning of
the year expected to be recognized from exploitation, exhibition or sale of such film or television
program over a period not to exceed ten years from the date of initial release. For previously
released film or television programs acquired as part of a library, ultimate revenue includes
estimates over a period not to exceed 20 years from the date of acquisition.

     Due to the inherent uncertainties involved in making such estimates of ultimate revenues and
expenses, these estimates have differed in the past from actual results and are likely to differ to
some extent in the future from actual results. In addition, in the normal course of our business,
some films and titles are more successful than anticipated and some
are less

-2-

Lions Gate Entertainment Corp. File No. 001-14880

successful
than anticipated. The Company’s management regularly reviews and revises when necessary its ultimate
revenue and cost estimates, which may result in a change in the rate of

     amortization of film costs and participations and residuals and/or write-downs of all or a
portion of the unamortized costs of the film or television program to its estimated fair value. The
Company’s management estimates the ultimate revenue based on experience with similar titles or
title genre, the general public appeal of the cast, actual performance (when available) at the box
office or in markets currently being exploited, and other factors such as the quality and
acceptance of motion pictures or programs that our competitors release into the marketplace at or
near the same time, critical reviews, general economic conditions and other tangible and intangible
factors, many of which we do not control and which may change.

     In the normal course of our business, some films and titles are more successful than anticipated and
some are less successful. Accordingly, we update our estimates of ultimate revenue and participation costs based upon the
actual results achieved or new information as to anticipated revenue performance such as (for home entertainment revenues) initial
orders and demand from retail stores when it becomes
available. An increase in the estimate of ultimate revenue will generally result in a lower amortization
rate and therefore less film and television program
amortization expense while a decrease in the
estimate of ultimate revenue will generally result in a higher amortization rate and therefore
higher film and television program amortization expense and
also periodically results in an
impairment requiring a write-down of the film cost to the title’s fair value. These write-downs are
included in amortization expense within direct operating expenses in our consolidated statements of
operations.

     Revenue Recognition. Revenue from the theatrical release of feature films is recognized at the
time of exhibition based on our participation in box office receipts. Revenue from the sale of
DVDs/Blu-ray discs in the retail market, net of an allowance for estimated returns and other
allowances, is recognized on the later of receipt by the customer or “street date” (when it is
available for sale by the customer). Under revenue sharing arrangements, rental revenue is
recognized when we are entitled to receipts and such receipts are determinable. Revenues from
television licensing are recognized when the feature film or television program is available to the
licensee for telecast. For television licenses that include separate availability “windows” during
the license period, revenue is allocated over the
“windows.” Revenues from sales to international
territories are recognized when access to the feature film or television program has been granted
or delivery has occurred, as required under the sales contract, and the right to exploit the
feature film or television program has commenced. For multiple media rights contracts with a fee
for a single film or television program where the contract provides for media holdbacks (defined as
contractual media release restrictions), the fee is allocated to the various media based on our
assessment of the relative fair value of the rights to exploit each media and is recognized as each
holdback is released. For multiple-title contracts with a fee, the fee is allocated on a
title-by-title basis, based on our assessment of the relative fair value of each title. The primary
estimate requiring the most subjectivity and judgment involving revenue recognition is the estimate
of sales returns associated with our revenue from the sale of DVD’s/Blu-ray discs in the retail
market which is discussed separately below under the caption “Reserves”.

-3-

Lions Gate Entertainment Corp. File No. 001-14880

     Distribution revenue from the distribution of TV Guide Network programming (distributors
generally pay a per subscriber fee for the right to distribute programming) is recognized in the
month the services are provided.

     Advertising revenue is recognized when the advertising spot is broadcast or displayed online.
Advertising revenue is recorded net of agency commissions and discounts.

     Cash payments received are recorded as deferred revenue until all the conditions of revenue recognition
have been met. Long-term, non-interest bearing receivables are discounted to present value.

     Reserves.
Sales Returns: Revenues are recorded net of estimated returns and other allowances.
We estimate reserves for DVD/Blu-ray returns based on previous returns experience, point-of-sale
data available from certain retailers, current economic trends, and projected future sales of the
title to the consumer based on the actual performance of similar
titles and our estimated expected future
returns related to current period saleson a title-by-title basis
in each of the DVD/Blu-ray businesses. Factors affecting actual returns include, among other
factors, limited retail shelf space at various times of the year, success of advertising or other
sales promotions, and the near term release of competing titles. We believe that our estimates have
been materially accurate in the past; however, due to the judgment involved in establishing
reserves, we may have adjustments to our historical estimates in the future. Our estimate of future
returns affects reported revenue and operating income. If we underestimate the impact of future
returns in a particular period, then we may record less revenue in later periods when returns
exceed the estimated amounts. If we overestimate the impact of future returns in a particular
period, then we may record additional revenue in later periods when returns are less than
estimated. An incremental change of 1% in our estimated sales returns rate (i.e., provisions for
returns divided by gross sales of related product) for home entertainment products would have had
an approximately $8.3 million impact on our total revenue in 2010.

     Provisions
for Accounts Receivable: We estimate provisions for accounts receivable based on
historical experience and relevant facts and information regarding the collectability of the
accounts receivable. In performing this evaluation, significant judgments and estimates are
involved, including an analysis of specific risks on a customer-by-customer basis for our larger
customers and an analysis of the length of time receivables have been past due. The financial
condition of a given customer and its ability to pay may change over time or could be better or
worse than anticipated and could result in an increase or decrease to our allowance for doubtful
accounts, which, when the impact of such change is material, is disclosed in our discussion on
direct operating expenses elsewhere in “Management’s Discussion and Analysis of Financial Condition
and Results of Operations.”

     Income Taxes. We are subject to federal and state income taxes in the U.S., and in several
foreign jurisdictions. We record deferred tax assets, net of applicable reserves, related to net
operating loss carryforwards and certain temporary differences. We recognize a future tax benefit
to the extent that realization of such benefit is more likely than not or a valuation allowance is
applied. In order to realize the benefit of our deferred tax assets we will need to

-4-

Lions Gate Entertainment Corp. File No. 001-14880

generate
sufficient taxable income in the future. Because of our historical operating losses, we have
provided a full valuation allowance against our net deferred tax assets. However, the assessment as
to whether there will be sufficient taxable income to realize our net deferred tax assets is an
estimate which could change in the future depending primarily upon
the actual performance of our
Company. When we have a history of profitable operations sufficient to demonstrate that it is more
likely than not that our deferred tax assets will be realized, the valuation allowance or a portion
of the valuation allowance will be reversed and reflected as a benefit in the income tax provision.
After that we will be required to continually evaluate the more likely than not assessment that our
net deferred tax assets will be realized and if operating results deteriorate we may need to
reestablish all or a portion of the valuation allowance through a charge to our income tax
provision. However, this assessment of our planned use of our deferred tax assets is an assets is an estimate
which could change in the future depending upon the generation of taxable income in amounts sufficient to realize our
deferred tax assets.

     Goodwill. Goodwill is reviewed annually for impairment within each fiscal year or between the
annual tests if an event occurs or circumstances change that indicate it is more likely than not
that the fair value of a reporting unit is less than its carrying value. We perform our annual
impairment test as of January 1 in each fiscal year. We performed our last annual impairment test
on our goodwill as of January 1, 2010. No goodwill impairment was identified in any of our
reporting units. Determining the fair value of reporting units requires various assumptions and
estimates. The estimates of fair value include consideration of the future projected operating
results and cash flows of the reporting unit. Such projections could be different than actual
results. Should actual results be significantly less than estimates, the value of our goodwill
could be impaired in the future.

     Subordinated
notes. We account for our subordinated notes by separating the for  liability and
equity components. The liability component is recorded at the date of issuance based on its fair
value which is generally determined in a manner that will
reflect by estimating the value necessary that
results in a manner that will reflect an interest
cost equal to our the our
 nonconvertible debt borrowing rate on
at the subordinated notes issuance date. when interest cost is
recognized. Accordingly, a The amount of the
proceeds less the amount recorded as the liability component portion of the proceeds received is recorded as a liability
and a portion  is recorded as an addition to
shareholders’ equity reflecting the equity component (i.e., conv

Mail Stop 3561         July 9, 2010  Via Fax & U.S. Mail

 Mr. Jon Feltheimer Chief Executive Officer Lions Gate Entertainment Corp. 1055 West Hastings Street Suite 2200 Vancouver, British Columbia V6E 2E9

Re: Lions Gate Entertainment Corp.
 Form 10-K for the year ended March 31, 2010
Filed June 1, 2010
 File No. 1-14880

Dear Mr. Feltheimer:

We have reviewed your filing and have th e following comments.  We think you should
revise your future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your re sponse.  In some of our
comments, we may ask you to provide us wi th supplemental information so we may
better understand your disclosure.  After reviewing this info rmation, we may or may not
raise additional comments.

Please understand that the purpose of our revi ew process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Please respond to confirm that such comments w ill be complied with, or, if certain of the
comments are deemed inappropriate, advise th e staff of your reas on.  Your response
should be submitted in electronic form, under the label “corresp” with a copy to the staff.
Please respond within ten (10) business days.

Mr. Jon Feltheimer
Lions Gate Entertainment Corp. July 9, 2010 Page 2

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Critical Accounting Policies, page 46

1. We note your section on critical accounting policies.  It appears that the items
included are a mere repetition of your Significant Accounting Policies section.  Pursuant to FR-60, this sect ion is intended to focus on the sensitivity aspects of
your critical accounting policies, that is, the likelihood that materially different amounts would be reported under different conditions or assumptions.  In making
disclosures under FR-60, registrants need not repeat information that is already included in the financial statements or othe r sections of the filing.  Please revise
your disclosures in future filings accordingly.
 Net Loss, page 61

2. We note from the discussion on page 61 of  MD&A that net loss attributable to
noncontrolling interest for the year ended March 31, 2010 was $8.7 million compared to nil for the fi scal year ended March 31, 2009. Please revise MD&A in
future filings to explain the facts or circumstances responsible for the increase in the loss attributable to th e noncontrolling interest duri ng the year ended March 31,
2010.
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk,  page 79

3. We note from the discussion in Item 7A that the company has exposure to cash flow risk due to changes in  market interest rates related to your  interest-bearing
debt, production loans and subordinated notes and othe r financing obligations.
Even though we note that you disclose the a dditional increase in interest expense
resulting from a quarter point increase in  rates in Risk Factors on page 25, please
revise the Company’s disclosure regarding Quantitative and Qualitative disclosures about Market in  future filings  to include the quantitative disclosures
required about interest rate risk in one of the suggested formats outlined in Item 305(a)(1) of Regulation S-K.
 Note 2.  Significant Accounting Policies,

 (v) Recent Accounting Pronouncements, page F-13

4. We note from your disclosure, that th e Company will adopt new accounting
guidance relative to variable interest en tities effective beginning in fiscal 2011,
and as a result of the Company’s review  and its current business and ownership
structure of the TV guide Network, the Company will no longer be required to
consolidate the TV Guide network eff ective April 1, 2010. Please explain to us

Mr. Jon Feltheimer
Lions Gate Entertainment Corp. July 9, 2010 Page 3
and expand your disclosures in the notes to  the Company’s financial statements in
future filings to explain in further detail why the Company will no longer be required to consolidate this entity unde r the new accounting guidance for variable
interest entities. We may have furthe r comment upon review of your response.
 Note 7. Finite-Lived Intangible A ssets and Other Assets, page F-17

5. We note from your disclosures included in Note 7 that the Company’s equity in
earnings of Studio 3 Partners, LLC was si gnificant in relation to the Company’s
results of operations for fiscal 2010. We also note that its financial statements
have been included in Exhibit 99.1 to Form  10-K.  Please revise future filings to
include in the notes to the financial statements summarized financial information for this investee as required by Rule 4-08(g) of Regulati on S-X and ASC Topic
323-10-50-3.
 Note 15. Capital Stock, page F-29

Stock Options

6. We note from the disclosure in footnote (2) to the table on page F-31 that in
connection with the acquisition of Mandate  Pictures, two executives entered into
employment agreements with LGF and were granted an aggregate of 600,000
stock options, 200,000 of which vested and 400,000 options of which are vesting
over a one-to three year period. Please tell us how the Company accounted for
these stock option grants in its financia l statements and explain the basis or
rationale for the treatment used. We may have further comment upon receipt of your response.
 Note 24. Quarterly Financial Data (Unaudited)

7. We note from the disclosures included in  Note 24 that the Company’s quarterly
results of operations fluctuated signif icantly during both fi scal 2009 and fiscal
2010. To the extent these fluctuations in the Company’s quarte rly results are due
to any material unusual items that occurr ed during the periods, please revise the
notes to the financial statements in futu re filings to describe the nature and
amounts of such items. Refer to the gui dance outlined in Item 302 of Regulation
S-K.
 Other

8.  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information
required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the

Mr. Jon Feltheimer
Lions Gate Entertainment Corp. July 9, 2010 Page 4
disclosures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
‚ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from taking any action with respect to the filing;
and
‚ the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or  any person under the federal securities
laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Effie Simpson at (202) 551-3346, or the undersigned if you have
questions regarding comments on the financial statements and related matters.  Please
contact John Stickel at (202) 551-3324 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
Via Fax: James Keegan, CFO    (310) 388-1306

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

  April 16, 2010

Via Facsimile (212.688.1158) and U.S. Mail

 Jesse Lynn, Esq.  Assistant General Counsel Icahn Associates, Corp. and Affiliated Companies 767 Fifth Avenue, 47
th Floor
New York, NY 10153
 Re: Lions Gate Entertainment Corp.
  Preliminary Proxy Statement on Schedule 14A filed April 8, 2010
  Filed by Icahn Partners LP, et. al.
Dear Mr. Lynn:

We have reviewed the above filing and have the following comments.  Where indicated,
we think the filing persons should revise the proxy statement in response to these comments.  If you disagree, we will consider your explanation as to why a comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.
 In some of our comments, we may ask you to provide us with supplemental information
so we may better understand the filing persons’ disclosure.  After reviewing this information, we may or may not raise additional comments.  All defined terms used in this letter have the same meaning as in the proxy statement listed above, unless otherwise indicated.   Please understand that the purpose of our review process is to assist the filing persons in their compliance with the applicable disclosure requirements and to enhance the overall disclosure in their filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or a ny other aspect of our review.  Feel free to
call us at the telephone number listed at the end of this letter.
Schedule 14A

General
 1. Please confirm that the participants will post their proxy materials on a specified, publicly-accessible Internet Web site (other than the Commission’s EDGAR Web site) and provide record holders with a notice informing them that the materials are available and explaining how to access those materials.  Refer to Exchange Act Rule 14a-16.

Jesse Lynn, Esq.
Icahn Associates, Corp. and Affiliated Companies
April 16, 2010 Page 2  Solicitation of Proxies, page 6

 2. The disclosure states that proxies may be solicited by mail, telephone, telecopier, email or other electronic means and in person by dir ectors, officers and employees of the Icahn
Group.  Please be advised that all written soliciting materials, including any scripts to be used in soliciting proxies, must be filed under the cover of Schedule 14A on the date of first use.  Refer to Exchange Act Rule 14a-6(b) and (c).  Please confirm the participants’ understanding.

* * *

Please amend the proxy statement in response to these comments.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with the amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing the amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the filing persons are in possession of all facts relating to its disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In connection with responding to our comments, please provide, in writing, a statement from each filing person acknowledging that:
‚ the filing person is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
‚ the filing person may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of the
filing or in response to our comments on the filing.

Jesse Lynn, Esq.
Icahn Associates, Corp. and Affiliated Companies April 16, 2010 Page 3
Please direct any questions to me at (202) 551-3444.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.

Sincerely,    Perry J. Hindin Special Counsel Office of Mergers & Acquisitions

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[Letterhead of Wachtell, Lipton, Rosen & Katz]

April 14, 2010

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. Perry J. Hinden, Special Counsel

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

One Station Place

100 F Street, NE

Washington, DC 20549-3628

Re:       Lions Gate Entertainment Corp.

            Definitive Proxy Statement on Schedule 14A filed March 26, 2010

            File No. 001-14880

Dear Mr. Hinden:

We are in receipt of the comment of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated April 13, 2010 regarding the above referenced proxy statement (the “Proxy Statement”) of our client, Lions Gate Entertainment Corp. (the “Company”).  On behalf of the Company, we have responded to your comment.  For the Staff’s convenience, we have repeated the Staff’s comment and responded below such comment.  Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Proxy Statement.

April 14, 2010

Page 2

Staff’s comment:  We note that Lions Gate Entertainment filed its definitive proxy statement in connection with the May 4, 2010 special meeting on March 26, 2010 without filing a preliminary proxy statement as required by Exchange Act Rule 14a-6.  Please advise in your response letter how doing so was consistent with Exchange Act 14a-6, or in the alternative, tell us how you propose to remedy the failure to comply.

Response:  The Company’s filing of the proxy statement as a definitive proxy statement rather than a preliminary proxy statement was an unintentional and regrettable error, which will not be repeated.  The Company recognizes that under normal circumstances this could have deprived both the Company’s shareholders of valuable time to consider and assimilate the Company’s proxy statement, and could have further deprived the dissident shareholder, the Icahn Group, of time to appropriately respond to the proxy statement.  In the unique circumstances here, the Company believes that, fortunately, neither its shareholders generally nor the dissident shareholder have been prejudiced by the Company’s unintentional error and that accordingly no remedy is necessary.

A brief review of the timeline and facts may be helpful.  The Icahn Group initiated an unsolicited partial cash tender offer for common shares of the Company on March 1, 2010 and filed with the Commission a Schedule TO disclosing information about the offer.  The Company responded on March 12, 2010 with a recommendation that shareholders reject the tender offer and also announced the implementation of a shareholder rights plan.  It filed with the Commission and mailed to shareholders a Solicitation/Recommendation Statement on Schedule 14D-9 describing, among other things, past dealings between the Icahn Group and the Company, the reasons for its recommendation, and the terms of and reasons for the shareholder rights plan.  The Company further determined to hold a shareholder meeting on May 4, 2010, despite the absence of any requirement to do so, to give its shareholders an opportunity to ratify or reject the Company’s decision as promptly as possible, and disclosed this in the Schedule 14D-9.  A further description of the shareholder rights plan and the full text of the rights plan was filed with the Commission in a Registration Statement on Form 8-A on the same day.

On March 19, 2010, the Icahn Group filed an amended Schedule TO disclosing several changes to its offer, including that it was now tendering for all of the common shares of the Company and setting the expiration date of the offer at April 30, 2010.  On March 23, 2010, the Company recommended that its shareholders reject the amended offer.  On March 26, 2010, the Company filed the Proxy Statement with respect to the shareholder meeting to be held on May 4, 2010.

In most proxy solicitations outside the annual meeting context, an issuer decides to pursue a course of action requiring shareholder approval, and provides information about its proposal by filing a proxy statement.  The filing of the preliminary proxy statement usually constitutes the first time that a shareholder receives full disclosure about the
 nature and rationale of the proposal, and in some cases is the first time that the subject matter of the proposal is ever made public.  The 10-day waiting period before the filing of a definitive proxy statement provides an opportunity for shareholders to learn of and assimilate the disclosed information before active solicitation efforts begin and also allows the Commission to review and comment upon the preliminary proxy statement.

April 14, 2010

Page 3

This case, however, is quite different.  The Company here acted in response to an unsolicited tender offer by a major shareholder that was the subject of intense shareholder interest and media coverage from the moment it was announced on March 1, 2010.  When the Company filed its Schedule 14D-9 and Form 8-A on March 12, 2010, it disclosed extensive information about both the nature of the Company’s response to the tender offer, including the establishment of a shareholder rights plan and intent to hold a shareholder meeting to ratify or reject that plan, terms and full text of the shareholder rights plan, past dealings and relationships between the Icahn Group and the Company and the Company’s reasons for recommending against accepting the Icahn Group’s offer and for implementing the shareholder rights plan.

Thus, by March 12, 2010, shareholders of the Company already had available the material information regarding the shareholder rights plan.  Unlike a preliminary proxy statement, the Schedule 14D-9 and the exhibits thereto were also mailed to the record and beneficial holders of the Company’s common stock.  By the time that the Proxy Statement was filed on March 26, 2010, shareholders had the benefit of fourteen days to absorb the mailing and media coverage and understand the shareholder rights plan and the shareholder meeting, significantly more than they would have enjoyed based on an unreviewed preliminary proxy statement that had not been previously announced.

The Company also believes that the dissident shareholder was not prejudiced by the filing of a definitive rather than a preliminary proxy.  At this time, as a result of the long solicitation period afforded to the Company’s shareholders, there remain twenty days until the date of the shareholder meeting on May 4, 2010 during which the Icahn Group can continue to solicit in opposition to the Company’s proposal.  But significantly, the Icahn Group took advantage of the days following the Company’s fulsome disclosures in the Schedule 14D-9 to respond to the shareholder rights plan and the Company’s reasoning.  Well before the filing of the Proxy Statement, the Icahn Group had already set a new expiration date for its offer of April 30, 2010, a few days before the announced date of the shareholders meeting.  The dissident shareholder, far from needing more time to consider the Proxy Statement and solicit in opposition, instead is seeking to preempt the shareholder meeting.  Since the filing of the Proxy Statement, the Icahn Group has continued to pursue this strategy, including by applying to the British Columbia Securities Commission for a “cease trade” order against the shareholder rights plan and seeking a hearing date of April 26, 2010, again before the Company’s shareholders have an opportunity to vote on the shareholder rights plan.

April 14, 2010

Page 4

The Company therefore believes that remedies for its unintentional error that include an extension of time or cancellation of proxies already given will simply give the dissident shareholder further opportunity to interfere with the franchise of the Company’s shareholders.  In addition, in the absence of any prejudice to shareholders of the Company generally or to the dissident shareholders, the Company does not believe that an additional filing describing its error would be helpful to shareholders.  Indeed, the last several weeks have been characterized by a near-constant stream of continuing disclosure to the Company’s shareholders by the Icahn Group and the Company, including numerous amendments to the Schedule TO and the Schedule 14D-9, and certain shareholders of the Company have already begun to comment on the volume of information as overwhelming.  The Company remains committed to giving full and fair disclosure to shareholders, but given the volume of communications and this shareholder feedback, we believe that a further disclosure regarding this non-prejudicial error might serve only to confuse or mislead shareholders and muddy the numerous important issues and considerations being presented by both the Icahn Group and the Company.

In addition, the Company hereby acknowledges that:

·         the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·         Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·         the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to the Staff’s comments.  If you have any questions related to this letter, please contact me at (212) 403-1375.

Sincerely,

/s/ James Cole, Jr.

                                                                                    James Cole, Jr.

cc:        James Keegan

            Wayne Levin

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

 April 13, 2010

By Facsimile (212.403.2375) and U.S. Mail
 James Cole, Jr., Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019
 Re: Lions Gate Entertainment Corp.
  Definitive Proxy Statement on Schedule 14A filed March 26, 2010
  File No. 001-14880

Dear Mr. Cole:
We have reviewed the above filing and have the following comment.  We welcome any
questions you may have about our comment or any ot her aspect of our review.  Feel free to call
us at the telephone number listed at the end of this letter.   1. We note that Lions Gate Entertainment filed its definitive proxy statement in connection with the May 4, 2010 special meeting on March 26, 2010 without filing a preliminary proxy statement as required by Exchange Act Rule 14a-6.  Please advise in your response letter how doing so was consistent with Exchange Act 14a-6, or in the alternative, tell us how you propose to remedy the failure to comply.

Please understand that we may have additional comments after reviewing the response to
our comment.  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since Lions Gate Entertainment is in possession of all facts relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.
 In connection with responding to our comments, please provide, in writing, a statement
from the Lions Gate Entertainment acknowledging that:
‚ Lions Gate Entertainment is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
‚ Lions Gate Entertainment may not assert st aff comments as a defense in any proceeding

James Cole, Jr., Esq.
Wachtell, Lipton, Rosen & Katz April 13, 2010 Page 2
initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of the
filing or in response to our comment on the filing.
Please direct any questions to me at (202) 551-3444.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.

Sincerely,    Perry J. Hindin Special Counsel Office of Mergers & Acquisitions

Mail Stop 3561
       August 14, 2008  Via Fax & U.S. Mail

 James Keegan Chief Financial Officer Lions Gate Entertainment Corp. 2700 Colorado Avenue, Suite 200  Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp
 Form 10-K for the fiscal year ended March 31, 2008
Filed May 30, 2008
  File No. 001-14880
Dear Mr. Keegan:

 We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
         S i n c e r e l y ,           L i n d a  C v r k e l         B r a n c h  C h i e f

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August 8, 2008

Via EDGAR and Hand Delivery

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Linda Cvrkel

    Re:

    Lions Gate Entertainment Corp.

    Form 10-K for the fiscal year ended March 31, 2008

    Filed May 30, 2008

    File No. 001-14880

Ladies and Gentlemen:

     We respectfully submit below the responses of Lions Gate Entertainment Corp., a British
Columbia, Canada corporation (“Lions Gate,” the “Company,” “we,” “us” or “our”), to the comments of
the United States Securities and Exchange Commission (the “Commission”) staff (the “Staff”)
regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2008 (the “10-K”)
contained in your letter dated July 24, 2008. For your convenience, we have included your original
comments, each immediately followed by Lions Gate’s response. Along with its EDGAR-filed copy,
Lions Gate is concurrently delivering a courtesy hard copy of its response to the Commission.

Form 10-K

Consolidated Statements of Shareholders’ Equity, page F-5

Comment 1: Reference is made to the line item “Exercise of stock options” in the amount of
$(2,492) for the fiscal year ended March 31, 2008. Please explain and reconcile for us why
such amount does not agree to the amount presented as “Exercise of stock options” under
financing activities on the face of the statements of cash flows of $1,251.

Response: The following table reconciles the amount of $(2,492) disclosed on page
F-5 in the Consolidated Statements of Shareholders’ Equity to the amount of $1,251 disclosed
on the face of the statement of cash flows (amounts in thousands):

Lions Gate Entertainment Corp. File No. 001-14880

    March 31,

    2008

    Exercised Stock

    Options

    As disclosed
in Statements of Shareholders’ Equity

    $
    (2,492
    )

    Amounts paid to cancel shares to satisfy tax withholdings

    3,743

    As disclosed in Statements of Cash Flows

    $
    1,251

The amount of ($2,492) in the Consolidated Statements of Shareholders’ Equity, page F-5
referenced as “Exercise of stock options”, represents the net activity related to the
exercise of stock options during the fiscal year. The amount is negative as it includes a
cash outflow of ($3,743) for shares that were cancelled in order to satisfy the option
holder’s minimum tax withholding requirement, which is net of $1,251 of cash inflow from the
proceeds received from the exercise of stock options.

The amount
of $1,251 in the Consolidated Statements of Cash Flows, page F-6 referenced as
“Exercise of stock options”, excludes the amount of ($3,743) paid for cancelled shares, as
that amount is included in the total of ($5,319) referenced as “Amounts paid to satisfy tax
withholding requirements on options exercised” in the
Consolidated Statements of Cash Flows.
The remaining balance of ($1,576) included in the total amount of ($5,319) represents cash
paid for cancelled shares to satisfy minimum tax withholdings associated with restricted
share units. Thus, the Consolidated Statements of Shareholders’ Equity reflects activity for
each type of stock award and the Consolidated Statements of Cash Flows reflects the gross
cash flows associated with the total award activity.

Notes to the Consolidated Financial Statements

Comment 2: Please revise your notes to the consolidated financial statements in future
filings to include the required disclosures for goodwill and intangible assets in accordance
with paragraph 45(a)-(c) of SFAS No. 142 for each period for which a balance sheet is
presented.

Response: We will include the required disclosure for goodwill and intangible assets
in accordance with paragraph 45(a)-(c) of SFAS No. 142 in future filings beginning with our Form
10-Q for the quarter ended June 30, 2008.

Note 6. Other Assets, page F-18

Equity Method Investments, page F-18

Comment 3: We note from the disclosure in Note 6 that the Company acquired a 42% equity
interest in NextPoint Inc. for an aggregate purchase price of $21.4 million which included
$0.5 million of transaction costs and the issuance of 1,890,189 shares of the Company’s common
shares. Please tell us and revise future filings to disclose how you valued the shares issued
in this transaction. As part of your response, you should also explain how the valuation of
the shares issued complied with the guidance outlined in paragraph 22 of SFAS No. 141.

Lions Gate Entertainment Corp. File No. 001-14880

Response: The execution of the agreement and closing of the NextPoint Inc. (“Nextpoint”)
investment both occurred on June 29, 2007. There was no previous announcement of the transaction.
The value of the 1,890,189 shares issued in connection with the investment was based on the
average of our stock price two days prior and two days subsequent to the date that the terms of
the investment were agreed upon. We noted that the use of the closing date price on different
averages of two, three, four and five days before and after the closing date resulted in extremely
de minimis differences.

We believe that the valuation of the shares issued complied with the guidance outlined in
paragraph 22 of SFAS No. 141 because we used the fair value of the Company’s common shares that
are publicly traded and we used a reasonable period before and after the date that the terms of
the investment were agreed upon.

In our future filings we will add the following disclosure: “The value assigned to the shares for
purposes of recording the investment of $20.9 million was based on the average price of the
Company’s common shares a few days prior and subsequent to the date of the agreement execution and
closing of the acquisition.”

Comment 4: Reference is made to your disclosures on page F-20 regarding your equity method
investments in NextPoint Inc. and Roadside Attractions, LLC. We note that the terms of both
arrangements include a call option to purchase the remaining equity interests in both of the
entities and that your disclosures indicate that the value of each of the respective call
options is included in the investment balance. Please tell us and revise future filings to
explain how the value of the call options to purchase the remaining equity interest has been
determined or calculated and the guidance you relied upon in determining your accounting
treatment.

Response: With respect to the accounting treatment of the call options, we relied on the
following guidance:

In return for the consideration we provided for the investments in NextPoint, and Roadside
Attractions, LLC. (“Roadside”), we received both a direct equity interest and an option to
purchase the remaining interest. Although the option portion of both investments was not
considered significant, we believed it appropriate to consider and account for both elements of
the transaction. We applied the guidance in APB Opinion No. 18, The Equity Method of Accounting
for Investments in Common Stock (“APB No. 18”) to account for the direct ownership interest. For the
call option, we first determined that it did not meet the definition of a derivative instrument
under SFAS No. 133 paragraph 6 c. and paragraph 9. The net settlement requirement is not met since
the shares to be acquired are shares in a private company and not readily tradable or otherwise
readily convertible into cash. We then considered whether SFAS No. 115 was applicable to the
option and determined the investment did not have a readily determinable fair value, as required
under paragraph 3 of SFAS No. 115. Thus, it was determined that the call option should be
accounted for as a cost method investment.

Lions Gate Entertainment Corp. File No. 001-14880

Although, the disclosure indicates the “value” of the call options is included within the
investment balances, we will revise future filings to indicate the estimated initial cost of such
options rather than the value of such options are included within the investment balances.

In order
to estimate the cost of the options, we used a combination of the Black-Scholes option
pricing model and a probability weighted potential discounted cash flows model. The probability
weighted potential discounted cash flows were used to determine the value of the underlying
company which serves as an input in the Black-Scholes model to determine the initial cost of the
option. As a reasonableness check, we also used the probability weighted potential discounted
cash flows model to estimate the initial value of the option based on its exercise price. The
value of the Roadside option was considered de minimis because the option price was designed to
approximate the fair value of Roadside at the time the option is exercised and because the total
investment in Roadside was only $3 million. The initial cost of the NextPoint option was
estimated at $1.2 million.

We combined the amounts within the investment due to their lack of significance and because they
are so closely related to the investment. The values are evaluated for impairment each period. We
will revise future filings beginning with our Form 10-Q for our quarter ended June 30, 2008 to
disclose that the initial cost of the option was estimated, and is included within the investment
balance, and note that such amounts are evaluated for impairment each reporting period.

Comment 5: Reference is made to your disclosure on page F-20 regarding the accounts
receivable of $29 million due from Elevation Sales Limited. Please describe for us and revise
future filings to discuss the nature and terms of the accounts receivable balance. Your
response and revised disclosure should discuss the payment terms of the accounts receivable
balance; the collectibility of the balance; and whether any amounts have been reserved for
potential collectibility issues to date.

Response: We will revise future filings beginning with our Form 10-Q for our quarter ended
June 30, 2008 to disclose the following regarding the nature and terms of this accounts receivable
balance. The amounts receivable from Elevation Sales Limited represent amounts due our wholly-owned
subsidiary Lions Gate UK Limited, located in the United Kingdom, for accounts receivable arising
from the sale and rental of DVD products. The credit period extended to Elevation Sales Limited
provides a credit period of 60 days.

We have no concerns about the collectibility of this balance and are not aware of any amounts which
are overdue or considered to be subject to payment default. As of June 30, 2008, over 99% of the
March 31, 2008 balance had been collected. There has been no reserve recorded associated with the
receivable amount.

Lions Gate Entertainment Corp. File No. 001-14880

Note 11. Capital Stock, page F-24

(c) Share-Based Compensation, page F-25

Adoption of SFAS No. 123R, page F-25

Comment 6: We note that you have disclosed the per share impact on your results of
operations for the years ended March 31, 2008 and 2007, had the Company not adopted SFAS No.
123R, in the second paragraph of Note 11c. As the adoption of SFAS No. 123R was required under
generally accepted accounting principles, the disclosure of this information is considered a
non-GAAP disclosure which is not inappropriate as outlined in SAB Topic 14:G, Question 4. In
future filings, please revise to eliminate this disclosure.

Response: We agree with the above request and will eliminate this disclosure in future
filings beginning with our Form 10-Q for the quarter ended June 30, 2008.

Note 12. Acquisitions and Divestitures, page F-31

Acquisition of Mandate Pictures LLC, page F-31

Comment 7: We note from the disclosure in Note 12 to your financial statements that you
have valued the 1,282,999 shares issued in the Mandate acquisition based on the closing price
of the Company’s common shares on the date of the acquisition. This treatment does not comply
with the requirements outlined in paragraph 22 of SFAS No. 141 which requires that securities
issued in business combinations be valued based on the market price for a reasonable period
before and after the date that the terms of the acquisition are agreed to and announced.
Please revise the value assigned to the shares issued in this acquisition transaction to
comply with paragraph 22 of SFAS No. 141 or explain why you do not believe this is required.

Response: The Mandate acquisition agreement, closing of the acquisition and the
announcement of the acquisition took place on the same day, September 10, 2007. The value of the
1,282,999 shares issued in the Mandate acquisition was based on the average of our stock price two
days prior and two days subsequent to the date that the terms of the acquisition were agreed upon
and announced. The average of our stock price during that period was equal to the stock price on
the closing date. We noted that the use of the closing date price on different averages of two,
three, four and five days before and after the closing date resulted
in extremely de minimis
differences.

In our future filings, we will revise our disclosure from “The value assigned to the shares for
purposes of recording the acquisition was $11.8 million and was based on the closing price of the
Company’s common shares on the date of the acquisition” to “The value assigned to the shares for
purposes of recording the acquisition was $11.8 million and was based on the average price of the
Company’s common shares a few days prior and subsequent to the date of the execution of the
agreement, and the announcement and closing of the acquisition.”

Lions Gate Entertainment Corp. File No. 001-14880

Comment 8: Also, we note from the disclosures outlined in Note 12 that certain shares to be
issued in connection with this acquisition are to be delivered in September 2008 and March 2009 pursuant to certain holdback provisions. We also note that the Company may be
obligated to pay certain additional amounts pursuant to the purchase agreement should
certain films or derivative works meet certain target performance thresholds. Please explain
in further detail the terms of the holdback arrangements surrounding the additional common
shares to be issued. Also, please tell us and revise Note 12 to disclose the amounts of the
additional payments that may be required should certain films or derivative works meet
certain performance thresholds and describe in further detail the nature and terms of the
performance thresholds which must be achieved. Refer to the disclosure requirements outlined
in paragraph 51f of SFAS No. 141.

Response: With respect to the terms of the holdback shares, these shares will be issued at
the dates indicated unless there is a third party claim related to a breach of the representations
and warranties made by the sellers in the purchase agreement. In the highly unlikely event that
there is a third party claim within the period of the holdback, the Company can withhold amounts to
be paid from the holdback shares.

With respect to the additional amounts that may be paid should certain films or derivative works
meet certain performance thresholds, the amount to be paid is the excess of the sum of the
following amounts over the performance threshold (i.e. the “Hurdle Amount”):

    •

    80% of the earnings of certain films for the longer of 5 years from the closing or 5
years from the release of the pictures plus,

    •

    20% of the earnings of certain pictures which commence principal photography within 5
years from the closing date for a period up to 10 years, plus

    •

    certain fees designated for derivative works which commence principal photography
within 7 years of the initial release of the original picture.

The Hurdle Amount is the purchase price of approximately $56 million plus an interest cost accruing
until such hurdle is reached, and certain other costs the Company agreed to pay in connection with
the acquisition. Accordingly, the additional consideratio

Mail Stop 3561        July 24, 2008  Via Fax & U.S. Mail

 James Keegan Chief Financial Officer Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp
 Form 10-K for the fiscal year ended March 31, 2008
Filed May 30, 2008
  File No. 001-14880
Dear Mr. Keegan:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revi sion is unnecessary.  Please be as detailed
as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our review process is to assist you in
your compliance with the applicable disc losure requirements and to enhance the
overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you ma y have about our comments or any other
aspect of our review.  Feel free to call us at the telephone numbers listed at the end of
this letter.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappr opriate, advise the st aff of your reason.
Your response should be submitted in elec tronic form, under the label “corresp” with
a copy to the staff.  Please res pond within ten (10) business days.

James Keegan
Lions Gate Entertainment Corp. July 24, 2008 Page 2

Form 10-K for the fiscal year ended March 31, 2008

Consolidated Statements of Shareholders Equity, page F-5
 1. Reference is made to the line item “Exe rcise of stock options” in the amount
of $(2,492) for the fiscal year ende d March 31, 2008.  Please explain and
reconcile for us why such amount does not agree to the amount presented as
“Exercise of stock options” under financ ing activities on the face of the
statements of cash flows of $1,251.
 Notes to the Consolidated Financial Statements

 2. Please revise your notes to the consolid ated financial statements in future
filings to include the required disclosu res for goodwill and intangible assets in
accordance with paragraph 45(a)-(c) of SFAS No. 142 for each period for
which a balance sheet is presented.
 Note 6.  Other Assets, page F-18

Equity Method Investments, page F-18
 3. We note from the disclosure in Note  6 that the Company acquired a 42%
equity interest in Next Point Inc. for an aggreg ate purchase price of $21.4
million which included $.5 million of transaction costs and the issuance of 1,890,189 shares of the Company’s common shares.  Please tell us and revise future filings to disclose how you valued the shares issued in this transaction.
As part of your response, you should al so explain how the valuation of the
shares issued complied with the guid ance outlined in paragraph 22 of SFAS
No. 141.
 4. Reference is made to your disclosure s on page F-20 regarding your equity
method investments in Nextpoint, Inc. and Roadside Attractions, LLC.  We
note that the terms of both arrangements  include a call option to purchase the
remaining equity interests in both of the entities and th at your disclosures
indicate that the value of each of the respective call options is included in the
investment balance.  Please tell us and revise future filings to explain how the value of the call options to  purchase the remaining equity interest has been
determined or calculated and the guidance you relied upon in determining
your accounting treatment.
 5. Reference is made to your disclosure on page F-20 regarding the accounts receivable of $29 million due from Elev ation Sales Limited.  Please describe
for us and revise future filings to disc uss the nature and terms of the accounts

James Keegan
Lions Gate Entertainment Corp. July 24, 2008 Page 3

receivable balance.  Your response a nd revised disclosure should discuss the
payment terms of the accounts receivable balance; the coll ectibility of the
balance; and whether any amounts have been reserved for potential collectibility issues to date.
 Note 11. Capital Stock, page F-24

(c ) Share-Based Compensation, page F-25
Adoption of SFAS No. 123R, page F-25
 6. We note that you have disclosed the per share impact on your results of
operations for the years ended March 31, 2008 and 2007, had the Company not adopted SFAS No.123R, in the second paragraph of Note 11c.  As the adoption of SFAS No.123R was re quired under generally accepted
accounting principles, the disclosure of this information is considered a non-
GAAP disclosure which is not inappropriate as outlined in SAB Topic 14:G, Question 4.  In future filings, please re vise to eliminate this disclosure.
 Note 12. Acquisitions and Divestitures, page F-31

 Acquisition of Mandate Pi ctures LLC, page F-31

 7. We note from the disclosure in Note 12 to your financial statements that you
have valued the 1,282,999 shares issued in the Mandate acquisition based on
the closing price of the Company’s common shares on the date of the acquisition.  This treatment does not comp ly with the requirements outlined in
paragraph 22 of SFAS No.141 which re quires that securities issued in
business combinations be valued base d on the market price for a reasonable
period before and after the date that the terms of the acquisi tion are agreed to
and announced.  Please revise the value a ssigned to the shares issued in this
acquisition transaction to comply with paragraph 22 of SFAS No.141 or
explain why you do not believe this is required.
 8. Also, we note from the disclosures outlined in Note 12 that certain shares to be issued in connection with this acqui sition are to be delivered in September
2008 and March 2009 pursuant to certain holdback provisions.  We also note
that the Company may be obligated  to pay certain additional amounts
pursuant to the purchase agreement shoul d certain films or derivative works
meet certain target performance threshol ds.  Please explain in further detail
the terms of the holdback arrangemen ts surrounding the additional common
shares to be issued.  Al so, please tell us and revise  Note 12 to disclose the
amounts of the additional payments that may be required should certain films or derivative works meet certain perf ormance thresholds and describe in

James Keegan
Lions Gate Entertainment Corp. July 24, 2008 Page 4

further detail the nature and terms of the performance thresholds which must be achieved.  Refer to the disclosure requirements outlined in paragraph 51f of SFAS No. 141.

Acquisition of Debmar-Mercury LLC, page F-32

9. Please revise the notes to your financial statements to disclose the amount of additional consideration that my b ecome payable based on the financial
performance of Debmar-Mercury for the five-year period ending June 30, 2011. Also, explain in further detail the terms or conditions under which these amounts will become payable and disclose your planned accounting treatment for these potential payments.

Item 15.  Exhibits, Financial Statements Schedules, page 65

(2) Schedule II, page 65

10. We note that you indicate on page 65 th at the financial st atement schedules
are omitted because the required informati on is not applicable, or because the
information required is included in the consolidated financial statements and
notes thereto.  However, it does not app ear that all the re quired information,
where applicable, is included in the fi nancial statements and notes thereto.
For example, we could not find the information regarding amounts charged to
costs and expenses and amounts related to deductions with respect to your
allowance for bad debts or sales returns.   In this regard, as part of your
response to us please provide a roll fo rward of your valu ation accounts and
revise future filings to include the required informa tion prescribed in Rule 5-
04 of Regulation S-X for all valuation accounts, where material. Refer to the
format prescribed in Rule  12-09 of Regulation S-X.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that  the filing includes all information required
under the Securities Exchange Act of 1934 and that they have provided all
information investors require for an in formed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.     In connection with responding to our comments, please provide, in writing, a

James Keegan
Lions Gate Entertainment Corp. July 24, 2008 Page 5

statement from the company acknowledging that:
 ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advi sed that the Division of Enforcement has access to
all information you provide to the staff of the Division of Corporation Finance in our
review of your filing or in response to our comments on your filing.    You may contact Jean Yu at (202) 551-3305 or myself at  (202) 551-3813 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,

Linda Cvrkel Branch Chief

Mail Stop 3651

December 15, 2006

Via U.S. Mail and Facsimile

Jon Feltheimer
Chief Executive Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404

RE: Lions Gate Entertainment Corp.
   Form 10-K for the Fiscal Year Ended March 31, 2006

File No. 001-14880

Dear Mr. Feltheimer:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

Sincerely,

       L i n d a  C v r k e l
       B r a n c h  C h i e f

Via facsimile: James Keegan, Chief Financial Officer
(310) 496-1359

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 2

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November 6, 2006

Via EDGAR and Hand Delivery

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jeff Jaramillo

    Re:

    Lions Gate Entertainment Corp.

    Form 10-K for the fiscal year ended March 31, 2006

    Filed June 14, 2006

    File No. 001-14880

Ladies and Gentlemen:

          We respectfully submit below the responses of Lions Gate Entertainment Corp., a British
Columbia, Canada corporation (“Lions Gate” or the “Company”), to the comments of the United States
Securities and Exchange Commission (the “Commission”) staff (the “Staff”) regarding our Annual
Report on Form 10-K for the fiscal year ended March 31, 2006 (the “10-K”) contained in your letter
dated October 24, 2006. For your convenience, we have included your original comments, each
immediately followed by Lions Gate’s response. Along with its EDGAR-filed copy, Lions Gate is
concurrently delivering a courtesy hard copy of its response to the Commission.

Comment No. 1: We note your response to comment 10, but do not concur with your conclusion.
The sum of the studio segment profit of $3.5 million and the “gain on sale of studio facility” of
$4.9 million for 2006 appears material to operating income and income before income taxes of $23
million and $7.5 million, respectively, for the year ended March 31, 2006. Based on the above,
please revise your financial statements in accordance with paragraph 43 of SFAS No. 144.

At the Staff’s request we will revise our future filings in accordance with paragraph 43 of SFAS
No. 144 beginning with our Form 10-Q for the quarter ended September 30, 2006.

Comment No. 2: As previously requested in our prior comment 11, please confirm that you
will revise future filings to provide the disclosures required by paragraph 54 of SFAS No. 141
associated with the Redbus acquisition. Please provide us with your proposed disclosure.

In connection with the filing of our Form 10-K for the fiscal year ended March 31, 2006, we
evaluated the disclosure requirements of paragraph 54 of SFAS 141 and concluded that no pro forma
disclosure was required as Redbus was not a material acquisition. In reaching this conclusion, we
noted that Redbus’ revenues and pre-tax income for the six-months ended September 30, 2005 (Redbus
was acquired by the Company in October 2005) were only approximately 1% and 5% of the Company’s
revenues and pre-tax loss, respectively, for the same period. In addition, Redbus’ acquisition
price was only $35 million, compared to the Company’s total assets of approximately $899.4 million
at September 30, 2005. Accordingly, since the Company does not consider the Redbus acquisition to
be a material acquisition, the pro forma information was not considered necessary. To add clarity
to the disclosure, we will state in future filings that pro forma information for the Redbus
acquisition is not presented as the acquisition was not material.

Comment No. 3: We note your response to comment 12, where you state that you previously
licensed your rights in international markets to international distributors who then license or
sell the rights and products to the various markets. In this regard, please tell us if Redbus prior
to the acquisition was one of those international distributors mentioned above. Also explain to us
if the Redbus acquisition increased your customer base and, if so, your rational for not allocating
value to pre-existing distribution customer relationships. We may have further comment upon receipt
of your response.

We have used many distributors in the UK and while we had, on rare occasion, used Redbus to
distribute our films in the UK, Redbus did not represent a significant source of the Company’s
distribution at any time prior to the acquisition. In fact, only three titles from our library of
thousands of titles were distributed by Redbus. Reacquired film rights were valued as part of
the film asset library valuation in accordance with SFAS 141 while considering EITF 04-01. Since
the value of the contracts were at market value at the time of the acquisition and the contracts do
not contain unfavorable settlement provisions there was no gain or loss associated with the
reacquired rights pursuant to paragraphs 4 and 5 of EITF 04-1.

With respect to whether the acquisition of Redbus increased our customer base and the rationale for
not allocating value to pre-existing distribution customer relationships, we do not believe we
acquired a customer base or relationships. The popularity and performance of our individual film
titles are what produce their value. Each title is a unique product sold in a territory by a party
(i.e., a studio or distributor) on an exclusive basis. The party selling a title in a territory is
the only party with the rights to sell that title in that territory. Parties (such as theatre
chains, television stations, video stores, etc.) who desire a title must purchase or license the
title from the party with the rights to sell or license that particular title. These parties
purchase successful titles generally without regard to the studio that created the film.
Accordingly, the Company does not believe it acquired a customer base or relationships.

The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filings;

    •

    the Staff’s comments or changes to disclosure in response to Staff comments do
not foreclose the Commission from taking any action with respect to the filing;
and

    •

    the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

If you have any questions or comments to these responses, please contact me directly at
310-255-3996.

    Sincerely,

    /s/ James Keegan

James Keegan

    Chief Financial Officer

    cc:

    Jon Feltheimer

    Wayne Levin, Esq.

    Jonathan Abrams, Esq.

    Allison Keller, Esq.

Mail Stop 3651

October 24, 2006

Via U.S. Mail and Facsimile

Jon Feltheimer
Chief Executive Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404

RE: Lions Gate Entertainment Corp.
   Form 10-K for the Fiscal Year Ended March 31, 2006

File No. 001-14880

Dear Mr. Feltheimer:

We have reviewed your response letter  dated September 6, 2006 and have the
following comments.  Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

We look forward to working with you in these respects.  We welcome any
questions you may have about our  comments or any other aspect of our review.  Feel free
to call us at the telephone numbers lis ted at the end of  this letter.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 2

Form 10-K for the fiscal year ended March 31, 2006

Index to Financial Statements

Note. 14 Acquisitions and Divestitures, page F-20

1. We note your response to our prior comme nt 10, but do not concur with your
conclusion.  The sum of the studio segmen t profit of $3.5 million and the “gain on
sale of studio facility” of $4.9 millio n for 2006 appears material to operating
income and income before income taxes of $23 million and $7.5 million,
respectively, for the year ended Ma rch 31, 2006.  Based on the above, please
revise your financial statements in accordance with paragraph 43 of SFAS No. 144.
2. As previously requested in our prio r comment 11, please confirm that you will
revise future filings to provide the di sclosures required by paragraph 54 of SFAS
No. 141 associated with the Redbus acqui sition.  Please provide us with your
proposed disclosure.
3. We note your response to comment 12, were you state that you previously licensed your rights in international market s to international distributors who then
license or sell the ri ghts and products to the various  markets.  In this regard,
please tell us if Redbus prior to the ac quisition was one of those international
distributors mentioned above.  Also expl ain to us if the Redbus acquisition
increased your customer base and, if s o, your rational for not allocating value to
pre-existing distribution customer relati onships.  We may have further comment
upon receipt of your response.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Your response should be submitted in electronic form, under the label “corresp”
with a copy to the staff.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 3

 You may contact Jeff Jaramillo at (2 02) 551-3212 or Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3816 with any other questions.

Sincerely,

  Joe Foti
Senior Assistant Chief Accountant

Via facsimile: James Keegan, Chief Financial Officer
(310) 496-1359

CORRESP
1
filename1.htm

corresp

September 6, 2006

Via EDGAR and Hand Delivery

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Jeff Jaramillo

         Re:

    Lions Gate Entertainment Corp.

Form 10-K for the fiscal year ended March 31, 2006

Filed June 14, 2006

File No. 001-14880

Ladies and Gentlemen:

     We respectfully submit below the responses of Lions Gate Entertainment Corporation, a British
Columbia, Canada corporation (“Lions Gate”), to the comments of the United States Securities and
Exchange Commission (the “Commission”) staff (the “Staff”) regarding our Annual Report on Form 10-K
for the fiscal year ended March 31, 2006 (the “10-K”) contained in your letter dated August 9,
2006. For your convenience, we have included your original comments, each immediately followed by
Lions Gate’s response. Along with its EDGAR-filed copy, Lions Gate is concurrently delivering a
courtesy hard copy of its response to the Commission.

Form 10-K

Business, page 3

    Comment 1:

    Please revise to disclose the basis on which your titles generate
revenues for you. For example, explain the nature of your
agreements with theaters for theatrical releases and your
agreements with retailers and rental stores for videos and
describe the basis on which you are generally compensated (by film
or video copy sold, by sharing of viewing revenues, etc.).

Response:

     We agree with the suggested enhancement to the business section and will include in future
filings the following disclosure derived from page 28 of our MD&A section of the 10-K, as modified
to more fully address the above comment:

     “Our revenues are derived from the following business segments:

Lions
Gate Entertainment Corp. File No. 001-14880

    •

    Motion Pictures, which includes Theatrical, Home Entertainment, Television and
International Distribution. Theatrical revenues are derived from the theatrical release of
motion pictures in the United States which are distributed to theatrical exhibitors on a
picture by picture basis. The financial terms that we negotiate with our theatrical
exhibitors generally provide that we receive a percentage of the box office results and are
negotiated on a picture by picture basis. Home entertainment revenues are derived primarily
from the sale of video and DVD releases of our own productions and acquired films,
including theatrical releases and direct-to-video releases, to retail stores. In addition,
we have revenue sharing arrangements with certain rental stores which generally provide
that in exchange for a nominal or no upfront sales price we share in the rental revenues
generated by each such store on a title by title basis. Television revenues are primarily
derived from the licensing of our productions and acquired films to the domestic cable,
free and pay television markets. International revenues are derived from the licensing of
our productions and acquired films to international markets on a territory-by-territory
basis. Our revenues are derived from the United States, Canada and other foreign countries;
none of the foreign countries individually comprised greater than 10% of total revenue.
(See note 18 of our accompanying consolidated financial statements.)

    •

    Television Productions, which includes the licensing to domestic and international
markets of one-hour and half-hour drama series, television movies and mini-series and
non-fiction programming and revenues from the sale of television production movies or
series in other media including home entertainment.

    •

    Studio Facilities, which was sold on March 15, 2006.

Management’s Discussion &Analysis, Critical Accounting Policies, page 30

    Comment 2:

    Please expand and enhance disclosures in Critical Accounting Policies to address
specifically why your accounting estimates or assumptions bear the risk of change (e.g.,
uncertainty attached to the estimate or assumption, difficulty in measuring or valuing, etc.)
and to analyze factors such as how you arrived at the estimates, how accurate the estimates or
assumptions have been in the past, how much the estimates or assumptions have changed in the
past, and whether the estimates or assumptions are reasonably likely to change in the future.
For example, we note your disclosure that Undiscovered, Rize, and Happy Endings are not
expected to be ultimately profitable titles. Please expand your disclosure related to
accounting for films and television programs to disclose and quantify the amount by which any
changes in judgments or estimates have materially impacted your results. Refer to FR-72 for
guidance.

Response: We will expand and enhance disclosures in our Critical Accounting Policies as set
forth below to address the matters discussed in the comment above in future filings beginning with
our second quarter Form 10-Q.

-2-

Lions Gate Entertainment Corp. File No. 001-14880

The following is the revised “Critical Accounting Policies” disclosure that we propose to include
in future filings (changes to existing disclosure are bold):

     “The application of the following accounting policies, which are important to our financial
position and results of operations, requires significant judgments and estimates on the part of
management. As described more fully below, these estimates bear the risk of change due to the
inherent uncertainty attached to the estimate. For example, accounting for films and television
programs requires the Company to estimate future revenue and expense amounts which, due to the
inherent uncertainties involved in making such estimates, are likely to differ to some extent from
actual results. For a summary of all of our accounting policies, including the accounting policies
discussed below, see note 2 to our audited consolidated financial statements.

     Generally Accepted Accounting Principles. Our consolidated financial statements have been
prepared in accordance with U.S. GAAP which conforms, in all material respects, with Canadian GAAP,
except as described in the notes to the consolidated financial statements.

     On March 29, 2004, the new British Columbia Business Corporations Act came into force, which
allows the Company to prepare its financial statements either under Canadian or U.S. GAAP. The
Company elected to prepare financial statements under U.S. GAAP commencing April 1, 2004. Prior to
April 1, 2004, the Company’s consolidated financial statements were prepared under Canadian GAAP.
Amounts presented in prior years in the consolidated financial statements have been converted to
U.S. GAAP. The Company was required to disclose and quantify material differences with Canadian
GAAP in its interim and annual financial statements through March 31, 2006.

     Accounting for Films and Television Programs. In June 2000, the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants issued Statement of
Position 00-2 “Accounting by Producers or Distributors of Films” (“SoP 00-2”). SoP 00-2 establishes
accounting standards for producers or distributors of films, including changes in revenue
recognition, capitalization and amortization of costs of acquiring films and television programs
and accounting for exploitation costs, including advertising and marketing expenses.

We capitalize costs of production and acquisition, including financing costs and production
overhead, to investment in films and television programs. These costs are amortized to direct
operating expenses in accordance with SoP 00-2. These costs are stated at the lower of unamortized
films or television program costs or estimated fair value. These costs for an individual film or
television program are amortized and participation and residual costs are accrued in the proportion
that the current year’s revenues bear to management’s estimates of the ultimate revenue at the
beginning of the year expected to be recognized from exploitation, exhibition or sale of such film
or television program over a period not to exceed ten years from the date of initial release. For
previously released film or television programs acquired as part of a library, ultimate revenue
includes estimates over a period not to exceed twenty years from the date of acquisition.

-3-

Lions Gate Entertainment Corp. File No. 001-14880

Management regularly reviews and revises when necessary its ultimate revenue and cost estimates,
which may result in a change in the rate of amortization of film costs and participations and
residuals and/or write-down of all or a portion of the unamortized costs of the film or television
program to its estimated fair value. Management estimates the ultimate revenue based on experience
with similar titles or title genre, the general public appeal of the cast, actual performance (when
available) at the box office or in markets currently being exploited, and other factors such as
the quality and acceptance of motion pictures or programs that our competitors release into the
marketplace at or near the same time, critical reviews, general economic conditions and other
tangible and intangible factors, many of which we do not control and which may change. In the
normal course of our business, some films and titles are more successful than anticipated and some
are less successful. Accordingly, we update our estimates of ultimate revenue and participations
cost based upon the actual results achieved or new information as to anticipated revenue
performance such as (for home video revenues) initial orders and demand from retail stores when it
becomes available. An increase in the ultimate revenue will generally result in a lower
amortization rate while a decrease in the ultimate revenue will generally result in a higher
amortization rate and periodically results in an impairment requiring a write down of the film cost
to the title’s fair value. These write downs are included in amortization expense within direct
operating expenses in our statement of operations.

     Revenue Recognition. Revenue from the sale or licensing of films and television programs is
recognized upon meeting all recognition requirements of SoP 00-2. Revenue from the theatrical
release of feature films is recognized at the time of exhibition based on the Company’s
participation in box office receipts. Revenue from the sale of videocassettes and DVDs in the
retail market, net of an allowance for estimated returns and other allowances, is recognized on the
later of receipt by the customer or “street date” (when it is available for sale by the customer).
Under revenue sharing arrangements, rental revenue is recognized when the Company is entitled to
receipts and such receipts are determinable. Revenues from television licensing are recognized when
the feature film or television program is available to the licensee for telecast. For television
licenses that include separate availability “windows” during the license period, revenue is
allocated over the “windows.” Revenue from sales to international territories are recognized when
access to the feature film or television program has been granted or delivery has occurred, as
required under the sales contract, and the right to exploit the feature film or television program
has commenced. For multiple media rights contracts with a fee for a single film or television
program where the contract provides for media holdbacks, the fee is allocated to the various media
based on management’s assessment of the relative fair value of the rights to exploit each media and
is recognized as each holdback is released. For multiple-title contracts with a fee, the fee is
allocated on a title-by-title basis, based on management’s assessment of the relative fair value of
each title.

     Rental revenue from short-term operating leases of studio facilities is recognized over the
term of the lease.

     Cash payments received are recorded as deferred revenue until all the conditions of revenue

-4-

Lions Gate Entertainment Corp. File No. 001-14880

recognition have been met. Long-term, non-interest bearing receivables are discounted to
present value.

     Reserves. Revenues are recorded net of estimated returns and other allowances. We estimate
reserves for video returns based on previous returns and our estimated expected future returns
related to current period sales on a title-by-title basis in each of the video businesses. Factors
affecting actual returns include limited retail shelf space at various times of the year, success
of advertising or other sales promotions, the near term release of competing titles, among other
factors. We believe that our estimates have been materially accurate in the past; however, due
to the judgment involved in establishing reserves, we may have adjustments to our historical
estimates in the future.

     We estimate provisions for accounts receivable based on historical experience and relevant
facts and information regarding the collectability of the accounts receivable. In performing this
evaluation, significant judgments and estimates are involved, including an analysis of specific
risks on a customer-by-customer basis for our larger customers and an analysis of the length of
time receivables have been past due. The financial condition of a given customer and its ability to
pay may change over time and could result in an increase or decrease to our allowance for doubtful
accounts, which, when the impact of such change is material, is disclosed in our discussion on
direct operating expenses elsewhere in “Management’s Discussion and Analysis of Financial Condition
and Results of Operations.”

-5-

Lions Gate Entertainment Corp. File No. 001-14880

     Income Taxes. The Company is subject to income taxes in the United States, and in several
states and foreign jurisdictions in which we operate. We account for income taxes according to
Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS 109”).
SFAS 109 requires the recognition of deferred tax assets, net of applicable reserves, related to
net operating loss carryforwards and certain temporary differences. The standard requires
recognition of a future tax benefit to the extent that realization of such benefit is more likely
than not or a valuation allowance is applied. Because of our
historical operating losses, we have
provided a valuation allowance against our net deferred tax assets. When we have a history of
profitable operations sufficient to demonstrate that it is more likely than not that our deferred
tax assets will be realized, the valuation allowance will be reversed. However, this assessment of
our planned use of our deferred tax assets is an estimate which could change in the future
depending upon the generation of taxable income in amounts sufficient to realize our deferred tax
assets.

     Goodwill. On April 1, 2001, the Company adopted Statement of Financial Accounting Standards
(“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” Goodwill is reviewed annually for
impairment within each fiscal year or between the annual tests if an event occurs or circumstances
change that indicate it is more-likely-than-not that the fair value of a reporting unit is less
than its carrying value. The Company performs its annual impairment test as of December 31 in each
fiscal year. The Company performed its annual impairment test on its goodwill as of December 31,
2005. No goodwill impairment was identified in any of the Company’s reporting units. Determining
the fair value of reporting units requires various assumptions and estimates. The estimates of fair
value include consideration of the future projected operating results and cash flows of the
reporting unit. Such projections could be different than actual results. Should actual results be
significantly less than estimates, the value of our goodwill could be impaired in the future.

Business Acqui

Mail Stop 3651

August 9, 2006

Via U.S. Mail and Facsimile

Jon Feltheimer
Chief Executive Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404

RE: Lions Gate Entertainment Corp.
   Form 10-K for the Fiscal Year Ended March 31, 2006

File No. 001-14880

Dear Mr. Feltheimer:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your
explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 2

Form 10-K for the fiscal year ended March 31, 2006

Business, page 3
1. Please revise to disclose the basis on which your titles generate revenues for you.
For example, explain the nature of your agreements with theaters for theatrical
releases and your agreements  with retailers and rental  stores for videos and
describe the basis on which you are genera lly compensated (by film or video copy
sold, by sharing of viewing revenues, etc.).
MD&A

Critical Accounting Policies, page 30
2. Please expand and enhance disclosures in Critical Accounting Policies to address
specifically why your accounting estimates or assumptions bear the risk of change
(e.g., uncertainty attached to the estimate  or assumption, difficulty in measuring
or valuing, etc.) and to analyze factors such as how you arrived at the estimates,
how accurate the estimates or assumptions have been in the past, how much the
estimates or assumptions have changed in  the past, and whether the estimates or
assumptions are reasonably likely to change  in the future.  For example, we note
your disclosure that Undiscovered, Rize, and Happy Endings are not expected to
be ultimately profitable titles.  Pleas e expand your disclosure related to
accounting for films and television programs to disclose and quantify the amount by which any changes in judgments or estimates have materially impacted your
results.  Refer to FR-72 for guidance.

Results of Operations, page 33
3. Please revise to discuss and analyze results of operations by the operating
segments disclosed in note 18 to the fi nancial statements.  For example, please
discuss and analyze direct operating a nd distribution and marketing expenses
(rather than margins) separately for each segment.
4. Please quantify in a table the components of revenue for each segment.  For
example, please quantify theatrical, vide o, international, and television revenues
within the motion picture segment.
5. Where changes in results are attributed to more than one factor, please revise to quantify each factor.    For example, on page 37 you state G&A expenses increased due to increases in salaries, professional fees, and office and operations
costs, offset by decreases in legal and se ttlement expenses.  Please quantify each
material factor.  For reve nues, please quantify factors such as price changes and
volume changes.  Please consider the us e of tables when quantifying changes,

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 3

with narrative discussions following the tables to explain the underlying business
reasons for the changes.
6. Please describe the major cost components included in the di rect operating and
distribution and marketing expense categories and provide a more detailed
discussion and analysis of the results for each major component.  For example,
separately discuss amortization, particip ation and residual, provisions for doubtful
accounts, theatrical P&A, video dist ribution and marketing, and other
components, as applicable.  Also, please  quantify material impairments of film
and television investments.
7. Please consider providing metrics that may be useful to investors understanding
and analysis of your results, such as new film releases each year.

Contractual Obligations, page 42
8. Please revise to combine all contractual oblig ations into one table.  In addition, as
this table is intended to increase the tran sparency of cash flow, we believe that
registrants should generally include scheduled interest payments in the table.
Where interest rates ar e variable and unknown, you may use your judgment to
determine whether to include such estim ates.  If you elect to include them, you
may determine the appropriate methodology to estimate the interest payments.  Regardless of whether you include interest payments or not, a footnote to the table
should clarify whether or not you have done so and, if applicable, the methodology you have used in your estimate.  If interest payments are excluded
from the table, please disclose the signi ficant contractual terms of the debt and
any other additional information that is  material to an understanding of these
future cash flows.

Index to Financial Statements

Note 3. Investments, page F-17
9. Reference is made to your “auction rate preferreds” described in page F-17.
Considering the significance of this balance at Marc h 31, 2006, please tell us and
disclose in future filings the amount of and method used in determining the
dividend and interest rate income included in your statement of operations that is
associated with your auction rate preferre d investments.  Also  we note from your
disclosure on page F-8 that your cash  and cash equivalents include cash and
highly liquid debt investments, please de scribe the types of highly liquid debt
investments that comprise the total cash  and cash equivalent balance at March 31,
2006 and March 31, 2005.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 4

Note 14. Acquisitions and Divestitures, page F-30
10. We note from your disclosure in Note 14 and Note 15 that you sold your studio
facility in March 2006.  Please explain to us why this divestiture in your studio
facility did not meet the criteria of a discontinued operation as described in
paragraph 41 and 42 of SFAS No. 144 or revise your financial statements in
future filings in accordance with paragraph 43 of SFAS No. 144.
11. We note from your disclosure that  on October 17, 2005 you acquired all
outstanding shares of Redbus.  We note that  as part of the closing of the Redbus
acquisition transaction you agreed to  issue up to an additional 94,937 common
shares to RGL upon satisfaction of the term s of the escrow agreement.  In this
regard, in future filings, please disclo se your accounting treatment should any
such contingency occur  as required by paragraph 51(f) of SFAS No. 141.
Additionally, please revise fu ture filings to provide the disclosures required by
paragraph 52(c)(2) and 54 of SFAS No. 141.  Also as it relates to the goodwill
associated with the Artisan acquisition, please provide the disclosures required by
paragraph 52(c)(2).  Please provide  us with your proposed disclosure.
12. Please tell us the primary reasons for the acquisition of Redbus.  We note your
disclosure that it provided you with th e ability to self-d istribute your motion
pictures in the UK and Ireland.  In this re gard, it is not clear why you did not have
the ability to self-distribute absent the acquisition.

Note 18. Segment Information, page F-36
13. In future filings please disclose segment assets as required by paragraph 25(b) of
SFAS No. 131.  Also as applicable, please provide the disclosure in paragraph 28
of SFAS No. 131.

Note 23. Quarterly Financial Data (Unaudited)
14. In accordance with Item 302(a)(3), please re vise your disclosure in future filings
to describe or cross-reference the effect s of any unusual or infrequently occurring
items recognized in any of the quarters that have materially affected the comparability of the information presented.   For example, we note that you generated significantly less net income in the 1
st quarter of fiscal 2006 and 2005
than in other quarters relative to the amount of revenues recognized.  Please
provide us with your proposed disclosure.

General
15. Please file a Ratio of earnings to fixed ch arges that complies w ith Item 503(d) of
Regulation S-K.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 5

16. Please revise to describe and explain industry terms used in your filing, such as
minimum guarantees and participation and residual costs.

As appropriate, please respond to these co mments within 20 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jeff Jaramillo at (2 02) 551-3212 or Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact Max Webb, Assistant Director, at (202) 551- 3755 with any other
questions.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 6

Sincerely,

       L i n d a  C v r k e l
       B r a n c h  C h i e f

Via facsimile: Jon Feltheimer, Chief Executive Officer
James Keegan, Chief Financial Officer
(310) 255-3780