LIONSGATE ANNOUNCES EXCHANGE AGREEMENT FOR APPROXIMATELY $383 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF 5.500% SENIOR NOTES DUE 2029

Rhea-AI Summary

Lionsgate announced an Exchange Agreement worth approximately $383 million in aggregate principal amount of 5.500% Senior Notes due 2029. The agreement aims to bolster the balance sheets of Lionsgate's Studio and STARZ Businesses in preparation for a full separation. The New Notes issued under the agreement will bear interest at a rate of 5.500% per year until the separation, following which they will be part of the Studio Business capital structure with an interest rate of 6.000% and maturity extended to 2030. The completion of the Exchange Agreement transactions is subject to certain closing conditions.

Positive

• The Exchange Agreement will enhance the balance sheets of Lionsgate's Studio and STARZ Businesses, potentially improving their financial health.

• The issuance of New Notes will provide additional financial flexibility in preparation for the anticipated full separation of the Studio and STARZ Businesses.

Negative

• The completion of transactions under the Exchange Agreement is contingent upon meeting specific closing conditions, introducing a level of uncertainty.

• The New Notes issued under the agreement will bear a higher interest rate of 6.000% per year post-separation, potentially increasing financial costs for the Studio Business.

Insights

Financial Analyst

The announcement by Lionsgate involves a strategic financial restructuring through an exchange agreement of senior notes. The key point here is the restructuring of debt, which can imply a proactive management approach towards optimizing the company's capital structure. This move could signal confidence in the firm's future performance and readiness for the planned structural separation of its businesses. However, it is essential to understand the implications this has on the company's interest expenses and the potential impact on its cash flows. The increase in interest rate post-separation for the new notes, from 5.500% to 6.000%, indicates a potentially higher cost of debt, which could affect profitability margins. Long-term, if the separation leads to more focused business units, there could be an upside in operational efficiencies. For retail investors, this restructuring may be seen as a way to unlock value, but they must be aware of the risks associated with higher leverage. The maturity extension also provides the company with more time to repay its obligations, which could be beneficial during uncertain economic times.

Legal Expert

In terms of legal perspective, the exchange agreement involves intricate contractual and compliance considerations. It is necessary to scrutinize the terms of the exchange agreement to ensure that it aligns with corporate law and securities regulations. The involvement of reputable legal advisors such as Wachtell, Lipton, Rosen & Katz and White & Case LLP points to the complexity and importance of the transaction. Investors should note that such legal structuring is pivotal in protecting shareholder interests during significant corporate actions like the impending separation of businesses. The extension of maturity and change in interest rate post-separation also has to be legally sound and beneficial to all parties involved, especially if it alters the risk profile of the notes. Retail investors should be reassured by the caliber of the legal teams involved, though the legal intricacies of the transaction are not likely to directly affect their position unless any legal challenges arise.

Agreement Enhances Balance Sheets of Lionsgate's Studio and STARZ Businesses in Anticipation of Full Separation

SANTA MONICA, Calif. and VANCOUVER, BC, May 2, 2024 /PRNewswire/ -- Lions Gate Entertainment Corp. (Lionsgate) announced today that it has entered into an Exchange Agreement with Lions Gate Capital Holdings 1, Inc. and Lions Gate Capital Holdings LLC, wholly-owned subsidiaries of Lionsgate, and certain holders of its previously issued 5.500% Senior Notes due 2029.  Under the terms of the agreement, approximately $383 million in aggregate principal amount of the Existing Notes will be exchanged for New Notes to be issued by Lions Gate Capital Holdings 1, Inc.

The New Notes will facilitate the anticipated full separation of the Company's Studio Business and STARZ Business. Prior to the anticipated separation, the New Notes will bear interest at a rate of 5.500% per year and mature in 2029. Upon separation, the New Notes will be part of the Studio Business capital structure, bear interest at a rate of 6.000% per year and have their maturity extended to 2030.  The completion of transactions under the Exchange Agreement is subject to the satisfaction of certain customary closing conditions.

Lionsgate noted that the Exchange Agreement enhances the balance sheets of its Studio and STARZ Businesses in anticipation of a full separation.

Wachtell, Lipton, Rosen & Katz served as legal advisor to Lionsgate. Perella Weinberg Partners LP served as financial advisor and White & Case LLP served as legal advisor to the noteholders party to the Exchange Agreement.

No Offer or Solicitation
This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States or any other jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Forward-Looking Statements
This press release contains certain statements that may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "seek," "should," "target," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the Company's ability to effectuate the transactions contemplated by the Exchange Agreement (the "Transactions") or the separation of the Studio Business and the STARZ Business of the Company; the benefits of the Transactions; changes in the Company's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. The Company cannot give any assurance that the Company will achieve its expectations. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company's actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the timing to complete the Transactions or the separation of the Studio Business and the STARZ Business of the Company; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Exchange Agreement; (iii) the outcome of any legal, regulatory or governmental proceedings that may be instituted against the Company or any investigation or inquiry following announcement of the transaction, including in connection with the Transactions; (iv) the risk that the Transactions disrupt current plans and operations of the Company; (v) the ability to recognize the anticipated benefits of the Transactions; (vi) unexpected costs related to the Transactions; (vii) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (viii) operational risks; (ix) litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on the Company's resources; (x) the risk that the consummation of the Transactions is substantially delayed or does not occur; and (xviii) other risks and uncertainties indicated from time to time in the annual report on Form 10-K (the "Form 10-K") filed with the Securities and Exchange Commission on May 25, 2023, the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2024, including those under "Risk Factors" in the Form 10-K, and in the other periodic reports and other filings of the Company with the Securities and Exchange Commission.

About Lionsgate
Lionsgate (NYSE: LGF.A, LGF.B) encompasses world-class motion picture and television studio operations aligned with the STARZ premium global subscription platform to bring a unique and varied portfolio of entertainment to consumers around the world.  The Company's film, television, subscription and location-based entertainment businesses are backed by a 20,000+ title library and a valuable collection of iconic film and television franchises.  A digital age company driven by its entrepreneurial culture and commitment to innovation, the Lionsgate brand is synonymous with bold, original, relatable entertainment for audiences worldwide. 

For investor inquiries, please contact:
Nilay Shah
nshah@lionsgate.com
310-255-3651

For media inquiries, please contact:
Peter D. Wilkes
pwilkes@lionsgate.com
310-255-3726

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SOURCE Lionsgate

FAQ

What is the value of the Exchange Agreement announced by Lionsgate?

Lionsgate announced an Exchange Agreement worth approximately $383 million in aggregate principal amount of 5.500% Senior Notes due 2029.

What are the key objectives of the Exchange Agreement?

The Exchange Agreement aims to enhance the balance sheets of Lionsgate's Studio and STARZ Businesses in anticipation of a full separation.

Who served as the legal advisor to Lionsgate in the Exchange Agreement?

Wachtell, Lipton, Rosen & Katz served as legal advisor to Lionsgate.

What financial advisory role was fulfilled in the Exchange Agreement?

Perella Weinberg Partners LP served as financial advisor in the Exchange Agreement.

What is the interest rate on the New Notes issued under the Exchange Agreement?

The New Notes will bear interest at a rate of 5.500% per year before separation and 6.000% per year after separation.