UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e)
OF
THE SECURITIES EXCHANGE ACT OF 1934
STARZ
(Name of the Issuer)
Starz
Lions Gate Entertainment Corp.
Orion Arm Acquisition Inc.
Dr. John C. Malone
(Name of Person(s) Filing Statement)
Series A Common Stock, par value $0.01
per share and
Series B Common Stock, par value $0.01
per share
(Title of Class of Securities)
Series A common stock: 85571Q102
Series B common stock: 85571Q201
(CUSIP Number of Class of Securities)
David I. Weil, Esq.
Chief Legal Officer
Starz
9242 Beverly Blvd., Suite 200
Beverly Hills, California 90210
(720) 852-7700
|
Wayne Levin
General Counsel and Chief Strategic
Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
(310) 449-9200
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Dr. John C. Malone
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400
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|
|
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(
Name,
Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to:
Renee Wilm, Esq.
Jonathan Gordon, Esq.
Courtney York, Esq.
|
David
E. Shapiro, Esq.
Gordon
S. Moodie, Esq.
Wachtell, Lipton, Rosen & Katz
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Steven
D. Miller
Sherman
& Howard L.L.C.
633
Seventeenth Street, Suite 3000
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Baker Botts L.L.P.
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51 West 52nd Street
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Denver, Colorado 80202
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30 Rockefeller Plaza
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New York, New York 10019
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(303) 297-2900
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New York, New York 10112
(212) 408-2500
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(212) 403-1000
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This statement is filed in connection
with (check the appropriate box):
x
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a.
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The filing of solicitation materials or an information statement subject to Regulation 14A (17 CFR 240.14a-1 to 240.14b-2], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [§240.13e-3(c)] under the Securities Exchange Act of 1934.
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|
|
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x
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b.
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The filing of a registration statement under the Securities Act of 1933.
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|
|
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¨
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c.
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A tender offer.
|
|
|
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¨
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d.
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None of the above.
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Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
x
Check
the following box if the filing is a final amendment reporting the results of the transaction:
¨
Calculation of Filing Fee
TRANSACTION VALUATION*
|
AMOUNT OF FILING FEE**
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$2,928,127,582
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$339,369.99
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(*)
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Calculated solely for purposes of determining the filing fee.
The transaction value was calculated based upon the market value of the securities
to be acquired in accordance with Rule 0-11(b)(2) of the Securities Exchange Act of 1934,
as amended, based on the average of the high and low prices for shares of Starz Series
B common stock as reported on the Nasdaq Stock Market LLC on September 29, 2016
($32.72 per share), multiplied by the estimated maximum number of shares of Starz
Series B common stock (7,267,719) that may be acquired, and based on the average of the
high and low prices for shares of Starz Series A common stock as reported on the Nasdaq
Stock Market LLC on September 29, 2016 ($31.49 per share), multiplied by
the estimated maximum number of shares of Starz Series A common stock (85,434,562) that
may be acquired.
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(**)
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The amount of filing fee was calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended,
by multiplying 0.0001159 by the aggregate transaction valuation.
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x
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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Amount Previously Paid: $155,198.00
Form or Registration No.: Registration Statement on Form S-4
(Registration No. 333-212792)
Filing Party: Lions Gate Entertainment Corp.
Date Filed: August 1, 2016
INTRODUCTION
This Rule 13e-3 Transaction Statement on
Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities
and Exchange Commission (the “SEC”) by (a) Starz, a Delaware corporation and the issuer of the Starz common
stock that is the subject of the Rule 13e-3 transaction; (b) Lions Gate Entertainment Corp., a corporation organized and existing
under the corporate laws of British Columbia (“Lions Gate”); (c) Orion Arm Acquisition Inc., a Delaware corporation
and a wholly owned subsidiary of Lions Gate ( “Merger Sub”); and (d) Dr. John C. Malone (collectively, the “Filing
Persons”).
On June 30, 2016, Lions Gate entered
into an Agreement and Plan of Merger (the “merger agreement”) with Starz and Merger Sub. The merger agreement
provides that Merger Sub will merge with and into Starz, with Starz continuing as the surviving corporation and becoming an
indirect wholly owned subsidiary of Lions Gate (the “merger”).
Under the terms of the merger agreement,
immediately prior to consummation of the proposed merger, Lions Gate will effect a reorganization of its outstanding share capital
(the “reclassification”), pursuant to which each existing Lions Gate common share, without par value (the “Lions
Gate common shares”), will be converted into 0.5 shares of newly issued Class A voting shares, without par value, of Lions
Gate (the “Lions Gate voting shares”) and 0.5 shares of newly issued Class B non-voting shares, without par value,
of Lions Gate (the “Lions Gate non-voting shares” and together with the Lions Gate voting shares, the “Lions
Gate post-reclassification shares”), subject to the terms and conditions of the merger agreement.
Following the reclassification, in the
proposed merger,
(a) each share of Starz Series A common stock, par value $0.01 (the
“Starz Series A common stock”), will be converted into the right to receive $18.00 in cash and 0.6784 Lions Gate
non-voting shares, and (b) each share of Starz Series B common stock, par value $0.01 (the “Starz Series B
common stock,” and together with the Starz Series A common stock as the “Starz common stock”), will be
converted into the right to receive $7.26 in cash, 0.6321 Lions Gate non-voting shares and 0.6321 Lions Gate voting shares,
in each case,
subject to the terms and conditions of the merger agreement and, in each case, except for (i) any
shares of Starz common stock held by Lions Gate or any of its wholly owned subsidiaries including Merger Sub, (ii) in the
event that the Lions Gate minority approval as defined and required under Ontario Securities Commission Rule 56-501 –
Restricted
Shares
or an exemption therefrom is not obtained, Lions Gate will issue Lions Gate non-voting shares issuable to
Starz stockholders resident in the province of Ontario in connection with the merger to a trustee who will sell such shares
and distribute the proceeds to such Ontario resident Starz stockholders, pursuant to the terms and conditions of the
merger agreement and (iii) any shares of Starz common stock held by any Starz stockholder who is entitled to demand and
properly demands appraisal of such shares in accordance with Section 262 of the
General
Corporation Law of the State of Delaware (and who does not fail to perfect or otherwise effectively withdraw their demand
or waive or lose the right to appraisal). These exchange ratios are fixed and will not be adjusted to reflect stock
price changes prior to the closing of the merger, except in certain limited circumstances reflecting changes to the stock of
Lions Gate or Starz.
At the effective time of the merger, upon
the terms and subject to the conditions of the merger agreement, outstanding Starz equity awards will be adjusted as follows: (a)
each Starz stock option that is outstanding and unexercised immediately prior to the effective time, whether vested or unvested,
will be converted into an option, on substantially the same terms and conditions as were applicable to such Starz stock option
immediately prior to the effective time (including vesting terms), to purchase the number of Lions Gate non-voting shares (rounded
down to the nearest whole share) determined by multiplying the number of shares of Starz common stock subject to the Starz stock
option by the equity award exchange ratio, at an exercise price per share determined by dividing the per-share exercise price of
the Starz stock option by the equity award exchange ratio and rounding the resulting quotient up to the nearest whole cent; (b)
each Starz restricted stock unit award that is outstanding immediately prior to the effective time will be converted into a restricted
stock unit award (subject to vesting, repurchase or other lapse restrictions), on the same terms and conditions as were applicable
to such Starz restricted stock unit award immediately prior to the effective time (including time- and performance-based vesting
terms), relating to the number of Lions Gate non-voting shares determined by multiplying the number of shares of Starz common stock
subject to the Starz restricted stock unit award immediately prior to the effective time by the equity award exchange
ratio, rounded to the nearest whole share; and (c) each Starz
restricted stock award that is outstanding immediately prior to the effective time will be converted into a restricted stock award
(subject to vesting, repurchase or other lapse restrictions), on the same terms and conditions as were applicable to such Starz
restricted stock award immediately prior to the effective time (including vesting terms), relating to the number of Lions Gate
non-voting shares determined by multiplying the number of shares of Starz common stock subject to the Starz restricted stock award
immediately prior to the effective time by the equity award exchange ratio, rounded to the nearest whole share.
Concurrently with the filing of this Transaction
Statement, Lions Gate is filing with the SEC Amendment No. 2 to its registration statement on Form S-4 (Registration No. 333-212792),
which includes a joint proxy statement/prospectus of Lions Gate and Starz (the “joint proxy statement/prospectus”)
relating to the special meeting of Lions Gate common shareholders and the special meeting of Starz common stockholders.
At the special meeting of Lions Gate common
shareholders, Lions Gate common shareholders will be asked to consider and vote upon (1) a series of four proposals
to implement the reclassification
(collectively, the “Lions Gate reclassification
proposals”);
(2) a proposal to approve the issuance of Lions Gate non-voting shares and Lions Gate voting shares
to holders of Starz Series A common stock and Starz Series B common stock in connection with the merger agreement (the “Lions
Gate merger issuance proposal”); (3) a proposal to approve the issuance of Lions Gate common shares to John C. Malone, Robert
R. Bennett and certain of their respective affiliates (collectively the “M-B stockholders”), in connection with the
stock exchange agreement, dated as of June 30, 2016 (the “exchange agreement”), by and between Lions Gate, Merger
Sub and the M-B stockholders, pursuant to which, if the merger agreement is terminated (a) by Lions Gate because the Starz board
of directors changes its recommendation in favor of the transactions contemplated by the merger agreement, (b) by Starz in order
to enter into a superior transaction or (c) by either party because Starz’s stockholders fail to approve the Starz merger
proposal (as defined within this joint proxy statement/prospectus), then the M-B stockholders will sell to Merger Sub all shares
of Starz Series B common stock held by them (the “Lions Gate exchange issuance proposal”); (4) a proposal to approve
all issuances by Lions Gate of New Issue Securities (as defined in the investor rights agreement, dated as of November 10, 2015
and amended as of June 30, 2016 (the “investor rights agreement”), by and among Lions Gate and certain of its stockholders,
including Liberty Global plc (“LGP”), Discovery Communications, Inc. (“Discovery”), MHR Fund Management,
LLC (“MHR”) and certain of their respective affiliates), to LGP, Discovery and MHR in connection with their exercise
of preemptive rights of first offer under the investor rights agreement during the five-year period following the receipt of such
stockholder approval (the “Lions Gate preemptive rights proposal”); (5) a proposal to approve the amendment of the
Articles of Lions Gate to extend indemnities currently provided for in the Articles of Lions Gate in favor of directors and former
directors of Lions Gate to also apply to officers and former officers of Lions Gate (the “Lions Gate indemnity proposal”);
and (6) a proposal to approve the adjournment of the Lions Gate special meeting, if necessary or appropriate, to solicit additional
proxies in favor of the Lions Gate merger issuance proposal and each of the Lions Gate reclassification proposals if there are
insufficient votes at the time of such adjournment to approve such proposals (the “Lions Gate adjournment proposal”).
Approval of each of the Lions Gate reclassification proposals by Lions Gate shareholders, and consummation of the reclassification
by Lions Gate, are conditions to the closing of the merger. In addition, approval of the Lions Gate merger issuance proposal by
Lions Gate shareholders is a condition to the closing of the merger. Approval of the Lions Gate exchange issuance proposal, the
Lions Gate preemptive rights proposal, the Lions Gate indemnity proposal and the Lions Gate adjournment proposal are not conditions
to the consummation of the merger. The Lions Gate merger issuance proposal is conditioned on the approval of each of the Lions
Gate reclassification proposals, and each of the Lions Gate reclassification proposals are conditioned on the approval of the
Lions Gate merger issuance proposal, but no other proposal is conditioned on the approval of any other proposal. The reclassification
will occur immediately prior to completion of the merger only if all other conditions to the merger have been satisfied, and the
merger will only occur if the reclassification occurs. The exchange will not occur if the merger occurs.
At the special meeting of Starz common stockholders,
Starz common stockholders will be asked to consider and vote upon the proposals to (1) approve the adoption of the merger agreement
(the “Starz merger proposal”); (2) approve, by advisory (nonbinding) vote, the compensation that may be paid or become
payable to the named executive officers of Starz in connection with the merger (the “Starz compensation proposal”);
and (3) approve the adjournment of the Starz special meeting, if necessary or appropriate, to solicit additional proxies in favor
of the Starz merger proposal, if there are insufficient votes at the time of such adjournment to approve such proposal (the “Starz
adjournment proposal”). The merger will not occur unless Starz stockholders approve the Starz merger
proposal. Approval of the Starz compensation proposal and Starz
adjournment proposal are not conditions to the consummation of the merger.
The cross-references below are being supplied
pursuant to General Instruction G to Schedule 13E-3 and show the location in the joint proxy statement/prospectus of the information
required to be included in responses to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the
information contained in the joint proxy statement/prospectus, including all annexes, exhibits and appendices thereto, is incorporated
in its entirety herein by reference, and the responses to each item in this Transaction Statement are qualified in their entirety
by the information in the joint proxy statement/prospectus. As of the date hereof, the joint proxy statement/prospectus
is in preliminary form and is subject to completion or amendment. All information contained in this Transaction Statement concerning
any of the Filing Persons has been provided by such Filing Person and no Filing Person has produced any disclosure with respect
to any other Filing Person.
Each of PJT Partners LP, LionTree Advisors
LLC, and Raine Securities LLC has consented to the inclusion of its respective materials filed as Exhibits under Item 16 of this
Transaction Statement.
This filing is being made only in response
to the SEC’s suggestion that certain of the filing persons may be “affiliates” within the meaning of Rule 13e-3.
The fact of this filing is not intended to and does not express the view of any filing person as to their legal relationships
or their engagement in the transaction.
TABLE OF CONTENTS
Item 1.
Summary
Term Sheet
(Regulation M-A, Item 1001)
The information set forth in the joint proxy
statement/prospectus under the following captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
Item 2.
Subject
Company Information
(Regulation M-A Item 1002)
Starz
8900 Liberty Circle
Englewood, Colorado 80112
(720) 852-7700
(b)
Securities.
The subject classes of equity securities to which this Transaction Statement relates are (i) the Series A Common Stock, par value
$0.01 per share (the “Starz Series A common stock”), of Starz and (ii) the Series B Common Stock, par value $0.01 per
share, of Starz (the “Starz Series B common stock”). As of September 28, 2016, 87,552,600 shares of Starz Series A
common stock and 9,858,316 shares of Starz Series B common stock were outstanding.
(c)
Trading
Market and Price.
The information set forth in the joint proxy statement/prospectus under the caption “Comparative Stock
Prices and Dividends” is incorporated herein by reference.
(d)
Dividends.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein by reference:
“Comparative Stock Prices
and Dividends”
“The Merger Agreement—Dividends”
(e)
Prior
Public Offerings.
None.
(f)
Prior
Stock Purchases.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated
herein by reference:
“Agreements with Shareholders
of Lions Gate and Stockholders of Starz—The 2015 Stock Exchange Agreement”
Item 3.
Identity
and Background of Filing Persons
(Regulation M-A Item 1003)
(a)-(c)
Name
and Address, Business and Background of Entities, Business and Background of Natural Persons
. The information set forth in
the joint proxy statement/prospectus under the following captions is incorporated herein by reference:
“Summary—Information
About the Companies”
“Information About the Companies”
“Other Important Information
Regarding the Parties”
“Where You Can Find More
Information”
Item 4.
Terms
of the Transaction
(Regulation M-A Item 1004)
(a)
Material
Terms.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein
by reference:
“Questions and Answers”
“Summary”
“The Lions Gate Special
Meeting”
“The Starz Special Meeting”
“Comparison of Rights of
Lions Gate Shareholders and Starz Stockholders”
“Special Factors”
“Special Factors—Accounting
Treatment”
“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”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
“Certain Tax Consequences
of the Transactions”
Annex A—Agreement and Plan
of Merger
(c)
Different
Terms.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein
by reference:
“Questions and Answers”
“Summary”
“Interests of Starz Directors
and Executive Officers in the Merger”
“Special Factors—The
Merger Agreement—Consideration to Starz Stockholders in the Merger”
“Special Factors—The
Merger Agreement—Treatment of Starz Stock Options and Other Equity-Based Awards in the Merger”
“Special Factors—Agreements
with Shareholders of Lions Gate and Stockholders of Starz”
“Special Factors—Agreements
with Shareholders of Lions Gate and Stockholders of Starz—The 2015 Stock Exchange Agreement”
(d)
Appraisal
Rights.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein
by reference:
“Questions and Answers”
“Summary—Appraisal
Rights”
“Special Factors—Appraisal
Rights”
(e)
Provisions
for Unaffiliated Security Holders.
The information set forth in the joint proxy statement/prospectus under the caption “Provisions
for Unaffiliated Security Holders” is incorporated herein by reference.
(f)
Eligibility
for Listing or Trading.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated
herein by reference:
“Special Factors—Listing
of Lions Gate Voting Shares and Lions Gate Non-Voting Shares in the Merger”
“Description of Lions Gate
Capital Stock”
Item 5.
Past
Contacts, Transactions, Negotiations and Agreements
(Regulation M-A Item 1005)
(a)
Transactions
.
None.
(b)-(c)
Significant
Corporate Events, Negotiations or Contracts
. The information set forth in the joint proxy statement/prospectus under the following
captions is incorporated herein by reference:
“Summary”
“Special Factors—Background
of the Merger”
“Special Factors—Agreements
with Shareholders of Lions Gate and Stockholders of Starz”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
“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”
“Special Factors— Interests
of Starz Directors and Executive Officers in the Merger”
(e)
Agreements
Involving the Subject Company’s Securities
. The information set forth in the joint proxy statement/prospectus under the
following captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“Special Factors— The Merger
Agreement”
“Special Factors—Agreements
with Shareholders of Lions Gate and Stockholders of Starz”
“Special Factors—
Interests of Starz Directors and Executive Officers in the Merger”
“Special Factors—
The Merger Agreement—Consideration to Starz Stockholders in the Merger”
“Special Factors—
The Merger Agreement—Treatment of Starz Stock Options and Other Equity-Based Awards in the Merger”
“Where You Can Find More
Information”
Annex A—Agreement and Plan
of Merger
Annex E—Lions Gate Voting
Agreements
Annex F—Starz Voting Agreement
Annex G—Exchange Agreement
Annex H—Investor Rights
Agreement
Annex I—Amendment to Investor
Rights Agreement
Annex K—Voting and Standstill
Agreement
Annex L—Amendment to Voting
and Standstill Agreement
Item 6.
Purposes
of the Transaction and Plans or Proposals
(Regulation M-A Item 1006)
(b)
Use
of Securities Acquired.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated
herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—
The Merger Agreement—Consideration to Starz Stockholders in the Merger”
“Special Factors—
The Merger Agreement—Treatment of Starz Stock Options and Other Equity-Based Awards in the Merger”
“Special Factors—Delisting
and Deregistration of Starz Common Stock and Lions Gate Common Shares”
“Special Factors—
Exchange of Shares in the Merger”
(c)(1)-(8)
Plans.
The information
set forth in the joint proxy statement/prospectus under the following captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“Special Factors—
The Merger Agreement”
“Special Factors—Agreements
with Shareholders of Lions Gate and Stockholders of Starz”
“Special Factors—Interests
of Starz Directors and Executive Officers in the Merger”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
“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”
“Special Factors—Delisting
and Deregistration of Starz Common Stock and Lions Gate Common Shares”
“Special Factors—Listing
of Lions Gate Voting Shares and Lions Gate Non-Voting Shares in the Merger”
“Special Factors—
The Merger Agreement—Directors and Management Following the Merger”
“Special Factors—
The Merger Agreement—Organizational Documents”
“Special Factors—Source and Amount
of Funds”
“Special Factors—Plans for Starz
after the Merger”
Item 7.
Purposes,
Alternatives, Reasons and Effects
(Regulation M-A Item 1013)
(a)
Purposes.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“Special Factors—
The Merger Agreement”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
“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”
“Special Factors—Plans for Starz
after the Merger”
(b)
Alternatives.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
“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”
(c)
Reasons.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
“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”
(d)
Effects.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“Special Factors—
The Merger Agreement”
“Special Factors—Agreements
with Shareholders of Lions Gate and Stockholders of Starz”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
“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”
“Special Factors—Delisting
and Deregistration of Starz Common Stock and Lions Gate Common Shares”
“Special Factors—Listing
of Lions Gate Voting Shares and Lions Gate Non-Voting Shares in the Merger”
“Special Factors—
The Merger Agreement—Directors and Management Following the Merger”
“Special Factors— The Merger Agreement—Organizational
Documents”
“Special Factors—Plans
for Starz after the Merger”
“Certain Tax Consequences of the Transactions”
Item 8.
Fairness
of the Transaction
(Regulation M-A Item 1014)
(a)-(b)
Fairness;
Factors Considered in Determining Fairness.
The information set forth in the joint proxy statement/prospectus under the following
captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“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”
“Special Factors—Opinions
of Starz’s Financial Advisors”
“Special Factors—Position
of Lions Gate and Merger Sub as to the Fairness of the Merger”
“Special Factors—Position
of Dr. John C. Malone as to the Fairness of the Merger”
Annex C—Opinion of LionTree
Advisors LLC
Annex D —Opinion of Raine
Securities LLC
(c)
Approval
of Security Holders.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated
herein by reference:
“Questions and Answers”
“Summary”
“The Lions Gate Special
Meeting—Required Vote”
“The Starz Special Meeting—Required
Vote”
“Special Factors—The
Merger Agreement”
(d)
Unaffiliated
Representatives.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated
herein by reference:
“Summary”
“Questions and Answers”
“Special Factors—Background
of the Merger”
“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”
“Special Factors—Opinions
of Starz’s Financial Advisors—Opinion of Raine Securities LLC”
“The Starz Special Meeting—Recommendation
of the Starz Board of Directors; Fairness of the Merger”
Annex D —Opinion of Raine Securities
LLC
(e)
Approval
of Directors.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated
herein by reference:
“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”
(f)
Other
Offers.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein
by reference:
“Special Factors—Background
of the Merger”
“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”
Item 9.
Reports,
Opinions, Appraisals and Negotiations
(Regulation M-A Item 1015)
(a)-(b)
Report,
Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal.
The information set forth in the joint proxy
statement/prospectus under the following captions is incorporated herein by reference:
“Summary”
“Special Factors—Background of the Merger”
“Special Factors—Opinion
of Lions Gate’s Financial Advisor”
“Special Factors—Opinions
of Starz’s Financial Advisors”
Annex B—Opinion of PJT Partners
LP
Annex C—Opinion of LionTree
Advisors LLC
Annex D —Opinion of Raine
Securities LLC
The materials dated May 23, 2016
and June 23, 2016, each prepared by PJT Partners LP and reviewed by the board of directors of Lions Gate, are attached hereto
as Exhibits (c)(1) through (c)(3) and are incorporated by reference herein.
The materials dated June 14,
2016, June 20, 2016, June 22, 2016 and June 29, 2016, each prepared by LionTree Advisors LLC and reviewed by the board of directors
of Starz, are attached hereto as Exhibits (c)(4) through (c)(9) and are incorporated by reference herein.
The materials dated June 15,
2016, June 22, 2016, June 23, 2016 and June 29, 2016, each prepared by Raine Securities LLC and reviewed by the Starz Special
Committee, are attached hereto as Exhibits (c)(10) through (c)(16) and are incorporated by reference herein.
(c)
Availability
of Documents.
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying
at the principal executive offices of
Starz during its regular business hours by any interested holder
of Starz common stock or representative who has been designated in writing.
Item 10.
Source
and Amounts of Funds or Other Consideration
(Regulation M-A Item 1007)
(a)-(b)
Source of Funds; Conditions.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein by reference:
“Summary”
“Special Factors—Source
and Amount of Funds”
Annex A—Agreement and Plan
of Merger
(c)
Expenses.
The information set forth in the joint proxy statement/prospectus under the following caption “Special Factors—Merger
Fees and Expenses” is incorporated herein by reference.
(d)
Borrowed
Funds.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein
by reference:
“Summary”
“Special Factors—Source
and Amount of Funds”
Annex A—Agreement and Plan of
Merger
Item 11.
Interest
in Securities of the Subject Company
(Regulation M-A Item 1008)
(a)
Securities
Ownership.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein
by reference:
“Security Ownership of Certain
Beneficial Owners and Management”
(b)
Securities
Transactions.
The information set forth in the joint proxy statement/prospectus under the caption “Transactions in Starz
Common Stock” is incorporated herein by reference.
Item 12.
The
Solicitation or Recommendation
(Regulation M-A Item 1012)
(d)
Intent
to Tender or Vote in a Going Private Transaction.
The information set forth in the joint proxy statement/prospectus under the
following captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“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”;
“Special Factors—Agreements
with Shareholders of Lions Gate and Stockholders of Starz”
“The Starz Special Meeting”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
(e)
Recommendation
of Others.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein
by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“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”
“The Starz Special Meeting”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
“The Lions Gate Special Meeting”
Item 13.
Financial
Statements
(Regulation M-A Item 1010)
(a)
Financial
Information.
The audited financial statements set forth in Starz’s Annual Report on Form 10-K for the year ended December
31, 2015 and the unaudited financial statements set forth in Starz’s Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2016 and June 30, 2016 are incorporated by reference herein. The information set forth in the joint proxy statement/prospectus
under the following captions is incorporated herein by reference:
“Summary—Selected
Historical Financial Data of Starz”
“Summary—Ratio of
Earnings to Fixed Charges of Starz”
“Summary—Equivalent
and Comparative Per Share Information”
“Where You Can Find More
Information”
(b)
Pro
Forma Information.
The information set forth in the joint proxy statement/prospectus under the following captions is incorporated
herein by reference:
“Summary—Equivalent
and Comparative Per Share Information”
“Unaudited Pro Forma Condensed
Combined Financial Statements”
Item 14.
Persons/Assets,
Retained, Employed, Compensated and Used
(Regulation M-A Item 1009)
(a)-(b)
Solicitations
and Recommendations; Employees and Corporate Assets.
The information set forth in the joint proxy statement/prospectus under
the following captions is incorporated herein by reference:
“Questions and Answers”
“Summary”
“Special Factors—Background
of the Merger”
“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”
“Special Factors—Agreements
with Shareholders of Lions Gate and Stockholders of Starz”
“The Starz Special Meeting”
“Special Factors—Lions
Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors”
“Special Factors—Fees
and Expenses”
Item 15.
Additional
Information
(Regulation M-A Item 1011)
(b) The
information set forth in the joint proxy statement/prospectus under the following captions is incorporated herein by reference:
“The Starz Special Meeting—Proposal
2: The Starz Compensation Proposal”
“Special Factors—Interests
of Starz Directors and Executive Officers in the Merger”
(c)
Other
Material Information.
The information set forth in the joint proxy statement/prospectus, including all annexes, exhibits and
appendices thereto, is incorporated herein by reference.
Item 16.
Exhibits
(Regulation
M-A Item 1016)
(a)(1) The preliminary
joint proxy statement/prospectus of Lions Gate (incorporated herein by reference to Amendment No. 2 to Form S-4 filed by Lions
Gate on October 5, 2016 (Registration No. 333-212792)).
(a)(2) Form
of Proxy Card (incorporated herein by reference to the joint proxy statement/prospectus)
(a)(3) Letter
to Starz Stockholders and Lions Gate Shareholders (incorporated herein by reference to the joint proxy statement/prospectus)
(a)(4) Notice
of Special Meeting of Stockholders of Starz (incorporated herein by reference to the joint proxy statement/prospectus)
(a)(5) Joint
Press Release, dated June 30, 2016 (incorporated herein by reference to Exhibit 99.1 to Lions Gate’s Current Report filed
on Form 8-K with the SEC on June 30, 2016)
(a)(6) Investor
Presentation, dated June 30, 2016 (incorporated herein by reference to Exhibit 99.2 to Lions Gate’s Current Report filed
on Form 8-K with the SEC on June 30, 2016)
(a)(7) Transcript
of Conference Call, held on June 30, 2016 (incorporated herein by reference to Lions Gate’s filing on June 30, 2016 with
the SEC pursuant to Rule 425 of the Securities Act of 1933)
(a)(8) Employee
Communication of Lions Gate, issued on June 30, 2016 (incorporated herein by reference to Lions Gate’s filing on June 30,
2016 with the SEC pursuant to Rule 425 of the Securities Act of 1933)
(a)(9) Letter
to Lions Gate Shareholders (incorporated herein by reference to Lions Gate’s filing on July 29, 2016 with the SEC pursuant
to Rule 425 of the Securities Act of 1933)
(a)(10) Press Release of Starz, dated July
28, 2016 (incorporated herein by reference to Exhibit 99.1 to Starz’s Current Report filed on Form 8-K with the SEC on August
1, 2016)
(a)(11) Excerpts
of communications relating to the proposed merger (incorporated herein by reference to Exhibit 99.2 to Starz’s Current Report
filed on Form 8-K with the SEC on August 1, 2016)
(a)(12) Press
Release of Lions Gate, dated August 4, 2016 (incorporated herein by reference to Lions Gate’s filing on August 4, 2016 with
the SEC pursuant to Rule 425 of the Securities Act of 1933)
(a)(13) Transcript of Conference Call, held
on August 4, 2016 (incorporated herein by reference to Lions Gate’s filing on August 4, 2016 with the SEC pursuant to Rule
425 of the Securities Act of 1933)
(a)(14) Employee
Communication of Lions Gate, issued on August 19, 2016 (incorporated herein by reference to Lions Gate’s filing on August
19, 2016 with the SEC pursuant to Rule 425 of the Securities Act of 1933)
(a)(15) Employee Communication of Lions
Gate, issued on September 1, 2016 (incorporated herein by reference to Lions Gate’s filing on September 1, 2016 with the
SEC pursuant to Rule 425 of the Securities Act of 1933)
(a)(16) Transcript of Presentation, given
on September 15, 2016 (incorporated herein by reference to Lions Gate’s filing on September 19, 2016 with the SEC pursuant
to Rule 425 of the Securities Act of 1933)
(a)(17) Press Release dated September 22,
2016 (incorporated herein by reference to Exhibit 99.1 to Lions Gate’s Current Report filed on Form 8-K with the SEC on September
22, 2016)
(a)(18) Excerpts of communications relating
to the proposed merger (incorporated herein by reference to Starz’s filing on September 27, 2016 with the SEC pursuant to
Rule 425 of the Securities Act of 1933)
(a)(19) Excerpts from Preliminary Financing
Materials (incorporated herein by reference to Exhibit 99.1 to Lions Gate’s Current Report filed on Form 8-K with the SEC
on September 27, 2016)
(a)(20) Excerpts from Preliminary Offering
Memorandum (incorporated herein by reference to Exhibit 99.1 to Lions Gate’s Current Report filed on Form 8-K with the SEC
on September 30, 2016)
(b)(1) Commitment Letter, dated as of June
27, 2016, among Lions Gate Entertainment Corp., and JPMorgan Chase Bank, N.A., Bank of America, N.A., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, and Deutsche Bank Securities
Inc. (incorporated herein by reference to Exhibit 10.9 of Lions Gate’s Current Report filed on Form 8-K with the SEC on August
1, 2016)
(c)(1)* Materials prepared by PJT
Partners LP and presented to the Lions Gate board of directors on May 23, 2016
(c)(2)* Materials prepared by PJT
Partners LP and presented to the Lions Gate board of directors on June 23, 2016
(c)(3) Opinion of PJT Partners LP presented
to the Lions Gate board of directors on June 30, 2016 (incorporated herein by reference to Annex B of the joint proxy statement/prospectus)
(c)(4)* Preliminary presentation
of LionTree Advisors LLC prepared for the Starz board of directors, dated June 14, 2016
(c)(5)* Preliminary presentation
of LionTree Advisors LLC prepared for the Starz board of directors, dated June 20, 2016
(c)(6) Preliminary presentation of LionTree
Advisors LLC prepared for the Starz board of directors, dated June 22, 2016
(c)(7) Presentation of LionTree Advisors
LLC prepared for the Starz board of directors, dated June 29, 2016
(c)(8) Preliminary opinion of LionTree
Advisors LLC prepared for the Starz board of directors, dated June 22, 2016
(c)(9) Opinion of LionTree Advisors
LLC prepared for the Starz board of directors, dated June 29, 2016 (incorporated
herein by reference to Annex C of the joint proxy statement/prospectus)
(c)(10)* Preliminary Financial
Presentation of Raine Securities LLC prepared for the Starz Special Committee, dated June 15, 2016
(c)(11)* Financial Presentation
of Raine Securities LLC prepared for the Starz Special Committee, dated June 22, 2016
(c)(12)* Financial Presentation
of Raine Securities LLC prepared for the Starz Special Committee, dated June 23, 2016
(c)(13)* Financial Presentation
of Raine Securities LLC prepared for the Starz Special Committee, dated June 29, 2016
(c)(14) Preliminary opinion of Raine
Securities LLC prepared for the Starz Special Committee, dated June 22, 2016
(c)(15) Preliminary opinion of Raine
Securities LLC prepared for the Starz Special Committee, dated June 23, 2016
(c)(16) Opinion of Raine Securities
LLC presented to the Starz Special Committee, dated June 29, 2016 (incorporated herein by reference to Annex D of the joint proxy
statement/prospectus)
(d)(1) Agreement
and Plan of Merger, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, and Orion Arm Acquisition Inc.
(incorporated herein by reference to Annex A of the joint proxy statement/prospectus)
(d)(2) Stock
Exchange Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Orion Arm Acquisition Inc., and
the stockholders listed on Schedule 1 thereto (incorporated herein by reference to Annex H of the joint proxy statement/prospectus)
(d)(3) Voting
Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, Liberty Global plc, and Liberty Global
Incorporated Limited (incorporated herein by reference to Annex E-1 of the joint proxy statement/prospectus)
(d)(4) Voting
Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, Discovery Communications, Inc.,
and Discovery Lightning Investments Ltd. (incorporated herein by reference to Annex E-2 of the joint proxy statement/prospectus)
(d)(5) Stock
Exchange Agreement, dated as of February 10, 2015, by and among Lions Gate Entertainment Corp., LG Leopard Canada LP and the stockholders
listed on Schedule 1 thereto (incorporated by reference to Exhibit 10.1 of Lions Gate’s Current Report filed on Form 8-K
with the SEC on February 11, 2015)
(d)(6) Voting
Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, and the stockholders listed on Schedule
A thereto, including certain affiliates of Dr. John C. Malone (incorporated herein by reference to Annex E-3 of the joint
proxy statement/prospectus)
(d)(7) Voting
Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, and the stockholders listed on Schedule
A thereto, including certain affiliates of Mark H. Rachesky, M.D. (incorporated herein by reference to Annex E-4 of the joint proxy
statement/prospectus)
(d)(8) Voting
Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Starz, LG Leopard Canada LP and the stockholders
listed on Schedule A thereto (incorporated herein by reference to Annex F of the joint proxy statement/prospectus)
(d)(9) Voting and Standstill
Agreement, dated as of November 10, 2015, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery Communications,
Inc., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd., Dr. John C. Malone and affiliates of MHR Fund
Management, LLC (incorporated herein by reference to Annex K of the joint proxy statement/prospectus)
(d)(10) Amendment
to Voting and Standstill Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., Liberty Global
plc, Discovery Lightning Investments Ltd., Dr. John C. Malone, MHR Fund Management, LLC, Liberty Global Incorporated
Limited, Discovery Communications, Inc. and certain affiliates of MHR Fund Management, LLC (incorporated herein by reference to
Annex L of the joint proxy statement/prospectus)
(d)(11) Investor Rights Agreement,
dated as of November 10, 2015, by and among Lions Gate Entertainment Corp., Liberty Global plc, Discovery Communications,
Inc., Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd. and affiliates of MHR Fund Management, LLC (incorporated
herein by reference to Annex F of the joint proxy statement/prospectus)
(d)(12) Amendment No 1. to
Investor Rights Agreement, dated as of June 30, 2016, by and among Lions Gate Entertainment Corp., MHR Fund Management, LLC,
Liberty Global Incorporated Limited, Discovery Lightning Investments Ltd., Liberty Global plc, Discovery Communications, Inc.,
and the affiliated funds of MHR Fund Management, LLC party thereto (incorporated herein by reference to Annex I of the joint proxy
statement/prospectus)
(f)(1) Section
262 of the General Corporation Law of the State of Delaware (incorporated herein by reference to Annex J of the joint proxy statement/prospectus)
(f)(2) Statutory merger dissenters’
rights as described under “Special Factors—Appraisal Rights” (incorporated herein by reference to the joint information
statement/prospectus)
(g) None
*
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Certain portions
of this exhibit have been redacted and separately filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment.
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SIGNATURES
After due inquiry and to the best of each
of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated as of October 5, 2016
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STARZ
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By:
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/s/ David I. Weil
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Name: David I. Weil
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Title: Chief Legal Officer
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LIONS GATE ENTERTAINMENT CORP.
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By:
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/s/ Wayne Levin
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Name: Wayne Levin
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Title: General Counsel and Chief Strategic Officer
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ORION ARM ACQUISITION, INC.
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By:
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/s/ Wayne Levin
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Name: Wayne Levin
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Title: President, General Counsel and Secretary
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DR. JOHN C. MALONE
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By:
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/s/ Dr. John C. Malone
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Name:
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Dr. John C. Malone
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