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Lions Gate Entertainment Corp SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2015-11-12 | Period of Report: 2015-11-12 SEC Accession No. 0000929351-15-000057 (HTML Version on secdatabase.com) FILER LIONS GATE ENTERTAINMENT CORP /CN/ Mailing Address Business Address 250 HOWE STREET 2700 COLORADO AVENUE CIK:929351| IRS No.: 000000000 | State of Incorp.:A1 | Fiscal Year End: 0331 20TH FLOOR SUITE 200 Type: 8-K | Act: 34 | File No.: 001-14880 | Film No.: 151224161 VANCOUVER A1 V6C #R8 SANTA MONICA CA 90404 SIC: 7812 Motion picture & video tape production 877-848-3866 Copyright © 2015 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2015 Lions Gate Entertainment Corp. (Exact name of registrant as specified in charter) British Columbia, Canada (State or Other Jurisdiction of Incorporation) (Commission File Number) 1-14880 (IRS Employer Identification No.) N/A (Address of principal executive offices) 250 Howe Street, 20th Floor Vancouver, British Columbia V6C 3R8 and 2700 Colorado Avenue Santa Monica, California 90404 Registrant’s telephone number, including area code: (877) 848-3866 No Change (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 1.01 Entry into Material Definitive Agreement. On November 12, 2015, Lions Gate Entertainment Corp. (the “Company”) entered into a certain Amendment No. 2 (the “Amendment”) to the Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement, dated as of September 27, 2012 (as previously amended by Amendment No. 1, dated as of December 20, 2013, the “Credit Agreement”), among the Company’s wholly-owned subsidiary Lions Gate Entertainment Inc. (“LGEI”), the guarantors party thereto (including the Company), the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and issuing bank. Pursuant to the Amendment, certain Credit Agreement covenants were modified to, among other things, increase the investment and restricted payment capacity available to the Company subject to the Company’s compliance with a secured debt ratio test. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 hereto and incorporated by reference herein. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Reference is made to Item 1.01 and the description of the Amendment contained therein, which is hereby incorporated by reference into this Item 2.03. Item 8.01 Other Events. On November 12, 2015, the Company and affiliates of Pilgrim Media Group, LLC (“Pilgrim”) entered into a membership interest purchase agreement pursuant to which the Company purchased certain limited liability company interests of Pilgrim from such affiliates for consideration in the form of a combination of cash and stock. The press release issued by us in connection with this purchase is furnished as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amendment No. 2 to the Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement, dated November 12, 2015 99.1 Press Release dated November 12, 2015 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 12, 2015 LIONS GATE ENTERTAINMENT CORP.(Registrant) By: /s/ Wayne Levin Name: Wayne Levin Title: General Counsel and Chief Strategic Officer Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EXHIBIT INDEX Exhibit No. Description 10.1 Amendment No. 2 to the Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement, dated November 12, 2015 99.1 Press Release dated November 12, 2015 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 10.1 AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 dated as of November 12, 2015 (the “Amendment”) to the Third Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of September 27, 2012 (as amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among (i) LIONS GATE ENTERTAINMENT CORP, a British Columbia corporation as Borrower (the “Borrower”), (ii) the GUARANTORS referred to herein, (iii) the LENDERS referred to therein (each, a “Lender,” and collectively, the “Lenders”) and (iv) JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Issuing Bank. INTRODUCTORY STATEMENT The Borrower has requested additional flexibility to make Investments in Unrestricted Subsidiaries beyond those currently permitted, and the Lenders have agreed to provide such additional flexibility, subject to the terms hereof. Therefore, the parties hereto hereby agree as follows: 1. Defined Terms. All terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement. 2. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as of the Effective Date (as defined below) as follows: (a) Section 1 of the Credit Agreement is hereby amended to add the following defined terms in alphabetical order therein: “Guaranty Valuation Notice” means, with respect to any Ratio Guaranty, a notice delivered to the Administrative Agent by the Borrower, which notice shall (a) set forth the amount of such Guaranty as of the date of such notice, as determined in accordance with the definition of the term “Guaranty” (the “Ratio Guaranty Amount”) and (b) include a calculation of the “Incurrence Secured Debt Ratio”, on a pro forma basis giving effect to the incurrence of the applicable Ratio Guaranty. From time to time, if the Borrower determines that the Ratio Guaranty Amount of any Ratio Guaranty has been reduced, the Borrower may deliver to the Administrative Agent an updated Guaranty Valuation Notice with respect to such Ratio Guaranty. Additionally, if any Ratio Guaranty is outstanding, an updated Guaranty Valuation Notice, with current calculations of the aggregate Ratio Guaranty Amounts for all outstanding and proposed Ratio Guaranties, shall be Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document delivered in connection with each measurement of the Incurrence Secured Debt Ratio as contemplated by Sections 6.3(xi), 6.4(xxix) and 6.5(xiv) hereof. “Incurrence Secured Debt Ratio” shall mean, at any time, a ratio determined in the same manner as the Secured Debt Ratio would be as such time, except that to the extent any Ratio Guaranty is outstanding at such time, the aggregate of the current Ratio Guaranty Amounts for all outstanding and proposed Ratio Guaranties shall be added to the denominator of such ratio (to the extent not duplicative of any other amounts contained in the denominator of Secured Debt Ratio). “Ratio Guaranty” means any Guaranty incurred pursuant to Section 6.3(xi)(B), provided that at such time as the primary obligor of the obligation subject to such Guaranty becomes a Credit Party, such Guaranty shall automatically cease to be a Ratio Guaranty for all purposes of this Credit Agreement and shall be deemed to have been incurred under Section 6.3(v). “Ratio Guaranty Amount” has the meaning set forth in the definition of “Guaranty Valuation Notice”. (b) Section 1 of the Credit Agreement is further amended by amending the portion of the definition of “Unrestricted Subsidiary” prior to the proviso appearing therein by adding the new language shown in below in italics: “‘Unrestricted Subsidiary’ shall mean each Subsidiary of LGEC listed in Schedule 3.7(d) and any other Subsidiary of LGEC which is (i) except for the Subsidiary acquisition described to the Administrative Agent prior to Amendment No. 2 to this Credit Agreement, acquired without the use of any of the proceeds from the Loans or the issuance of any other Indebtedness and (ii) designated by the Borrower as an Unrestricted Subsidiary in a written notice to the Administrative Agent; …” (c) Section 6.3 of the Credit Agreement is hereby amended by replacing the word “one” in clause (v) and replacing it with the word “any.” (d) Clause 6.3 of the Credit Agreement is hereby further amended by replacing the “and” appearing between clauses (ix) and (x) thereof with a semicolon and inserting the following new clause (xi) at the end thereof: “(xi) Guaranties of obligations of an Unrestricted Subsidiary or joint venture that either (A) were disclosed by the Borrower to the Administrative Agent prior to the execution of Amendment No.
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