Registration No. 333-
As filed with the Securities and Exchange
Commission on June 18, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lions
Gate Entertainment Corp.
(Exact name of registrant as specified
in its charter)
|
British Columbia, Canada
(State or Other Jurisdiction of
Incorporation or Organization)
|
N/A
(I.R.S. Employer
Identification No.)
|
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
(877) 848-3866
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Adrian Kuzycz
Executive Vice President and Associate
General Counsel
Lions Gate Entertainment Corp.
2700 Colorado Avenue Santa Monica, California
90404
(877) 848-3866
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies of all correspondence to:
Robert Haymer
Latham & Watkins LLP
10250 Constellation Blvd. Suite 1100
Los Angeles, California 90067
(424) 653-5500
(Approximate date of commencement of
proposed sale to the public: From time to time after this Registration Statement becomes effective.)
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box:
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
|
¨
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
|
|
Amount
to be
registered
|
|
|
Proposed
maximum
offering price
per share
|
|
|
Proposed
maximum
aggregate
offering price
|
|
|
Amount of
registration fee
|
|
Class B Non-Voting Shares, no par value
|
|
|
1,346,332
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(1)
|
|
$
|
11.36
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(2)
|
|
$
|
15,294,331.52
|
|
|
$
|
1,853.67
|
|
|
(1)
|
In the event of a stock split, stock dividend or similar transaction involving the Class B Non-Voting Shares of the registrant,
in order to prevent dilution, the number of such shares registered hereby shall be automatically adjusted to cover the additional
Class B Non-Voting Shares, as the case may be, in accordance with Rule 416 under the Securities Act.
|
|
|
(2)
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Estimated solely for purposes of the registration fee for this offering in accordance with Rule
457(c) of the Securities Act on the basis of the average of the high and low prices of the registrant’s Class B Non-Voting
Shares on the New York Stock Exchange on June 17, 2019.
|
PROSPECTUS
Lions Gate Entertainment Corp.
1,346,332 Class B Non-Voting Shares
This prospectus relates to the resale of
up to 1,346,332 Class B Non-Voting Shares, or non-voting shares, of Lions Gate Entertainment Corp. that may be offered and
sold from time to time by the selling securityholders named in this prospectus. For information on the selling securityholders,
please see the section entitled “Selling Securityholders” beginning on page 4 of this prospectus. The selling securityholders
have acquired the shares offered for resale under this prospectus in connection with a membership interest purchase agreement by
and among us, Lions Gate Entertainment Inc., 3 Arts Entertainment, LLC, 3 Arts Entertainment Holdings, LLC, 3 Arts Entertainment
Topco, Inc., Becky Living Trust, Miner Family Trust and Oligan Trust.
We will not receive any proceeds from the
sale of the non-voting shares covered by this prospectus.
The selling securityholders identified
in this prospectus will pay any underwriting discounts and commissions and transfer taxes incurred by them in disposing of the
shares. We will pay all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus.
The selling securityholders identified
in this prospectus, or their pledgees, donees, assignees, transferees or other successors-in-interest, may offer the shares from
time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices
or at privately negotiated prices.
Our non-voting shares are traded on NYSE
under the symbol “LGF.B”. On June 17, 2019, the closing price of our non-voting shares as reported on NYSE was
$11.28 per share. You are urged to obtain current market quotations for our non-voting shares.
Investing in our non-voting shares
involves a high degree of risk. See “
Risk Factors
” beginning on page 3 of this prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of the prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 18,
2019
TABLE OF CONTENTS
This prospectus is a part of a registration
statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, the
selling securityholder may sell our non-voting shares. This prospectus provides you with a general description of the securities
the selling securityholder may offer. Each time the selling securityholder sells securities under this shelf registration statement,
we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the heading “Where You Can Find Additional Information.”
We have not authorized any dealer, salesperson
or other person to give any information or to make any representation other than those contained or incorporated by reference in
this prospectus, the accompanying supplement to this prospectus and any free writing prospectus. You must not rely upon any information
or representation not contained or incorporated by reference in this prospectus, the accompanying prospectus supplement or any
free writing prospectus. This prospectus, the accompanying supplement to this prospectus and any free writing prospectus do not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which
they relate, nor do this prospectus, the accompanying supplement to this prospectus or any free writing prospectus constitute an
offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, the accompanying
prospectus supplement or any free writing prospectus is accurate on any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document
incorporated by reference, even though this prospectus, any accompanying prospectus supplement or any free writing prospectus is
delivered or securities are sold on a later date.
Unless expressly stated or the context
otherwise requires, the terms “Lions Gate”, “we”, “our”, “us” and the “Company”
refer to Lions Gate Entertainment Corp. and its subsidiaries.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Information set forth in this prospectus
and the information incorporated by reference into this prospectus may contain various “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21 of the Exchange Act. Such statements are based
upon current expectations that involve risks and uncertainties. For example, words such as “anticipates”, “believes”,
“could”, “estimates”, “expects”, “intends”, “may”, “plans”,
“projects”, “seeks”, “should” and similar expressions or variations of such words are intended
to identify forward-looking statements. Additionally, any statements contained in this prospectus and the information incorporated
by reference into this prospectus that are not statements of historical facts or that concern future matters such as our results
of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate and other statements
regarding similar matters may be deemed to be forward-looking statements.
Although forward-looking statements in
this prospectus and the information incorporated by reference into this prospectus reflect the good faith judgment of our management,
such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently
subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed
in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and
outcomes include, without limitation, those discussed under the heading “Risk Factors” in our most recent Annual Report
on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC. Given these risks, uncertainties
and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements
represent our estimates and assumptions only as of the date such forward-looking statements are made. You should read carefully
this prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation
of Certain Information by Reference,” completely and with the understanding that our actual future results may be materially
different from what we expect. We hereby qualify all of our forward-looking statements by these cautionary statements. Except as
required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results
could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in
the future.
LIONS
GATE ENTERTAINMENT CORP.
Lionsgate is a global content leader whose
films, television series, digital products and linear and over-the-top platforms reach next generation audiences around the world.
In addition to our filmed entertainment leadership, Lionsgate content drives a growing presence in interactive and location-based
entertainment, video games, esports and other new entertainment technologies. Lionsgate’s content initiatives are backed
by a nearly 17,000-title film and television library and delivered through a global sales and licensing infrastructure.
We are a corporation organized under the
laws of the Province of British Columbia, resulting from the merger of Lions Gate Entertainment Corp. and Beringer Gold Corp. on
November 13, 1997. Beringer Gold Corp. was incorporated under the
Business Corporation Act
(British Columbia) on May 26,
1986 as IMI Computer Corp. Lions Gate Entertainment Corp. was incorporated under the
Canada Business Corporations Act
using
the name 3369382 Canada Limited on April 28, 1997, amended its articles on July 3, 1997 to change its name to Lions Gate
Entertainment Corp., and on July 24, 1997, continued under the
Business Corporation Act
(British Columbia).
Our principal offices are located at 250
Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8 and at 2700 Colorado Avenue, Santa Monica, California 90404. Our
telephone numbers are (877) 848-3866 in Vancouver and (310) 449-9200 in Santa Monica. To find out more information about us and
our business, you should read the section of the prospectus entitled “Where You Can Find More Information.” We maintain
a website at http://www.lionsgate.com. None of the information contained on our website or on websites linked to our website is
part of this prospectus.
THE OFFERING
This prospectus relates to the resale of
up to 1,346,332 non-voting shares that may be offered and sold from time to time by the selling securityholders named in this prospectus.
The selling securityholders have acquired the shares offered for resale under this prospectus in connection with a membership interest
purchase agreement by and among us, Lions Gate Entertainment Inc., 3 Arts Entertainment, LLC, 3 Arts Entertainment Holdings, LLC,
3 Arts Entertainment Topco, Inc., Becky Living Trust, Miner Family Trust and Oligan Trust.
RISK
FACTORS
Before you decide whether to purchase any
of our securities, in addition to the other information set forth or incorporated by reference in this prospectus, you should carefully
consider the risk factors set forth under the caption “Risk Factors” in our filings with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which are incorporated by reference herein.
USE
OF PROCEEDS
The selling securityholders will receive
all of the proceeds from the sale of non-voting shares under this prospectus. We will not receive any proceeds from these sales.
The selling securityholders will pay any
underwriting discounts and commissions and transfer taxes incurred by the selling securityholders in disposing of the shares. We
will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including,
without limitation, all registration and filing fees and fees and expenses of our counsel and our independent auditors.
SELLING
SECURITYHOLDERS
The following table sets forth information
with respect to the selling securityholders and the respective principal amounts of non-voting shares beneficially owned by such
selling securityholders that may be offered under this prospectus. The information is based on information that has been provided
to us by or on behalf of the selling securityholders named in the table, and does not necessarily indicate beneficial ownership
for any other purpose. Unless otherwise indicated herein, the selling securityholders do not, and within the past three years have
not had, any position, office or other material relationship with us or any of our predecessors or affiliates. Because the selling
securityholders may from time to time use this prospectus to offer all or some portion of the non-voting shares offered hereby,
we cannot provide an estimate as to the amount or percentage of any such non-voting shares that will be held by the selling securityholders
upon termination of any particular offering or sale under this prospectus. In addition, the selling securityholders identified
below may have sold, transferred or otherwise disposed of all or a portion of any such non-voting shares since the date on which
they provided us information regarding their holdings, in transactions exempt from the registration requirements of the Securities
Act.
For the purposes of the following table,
the number of non-voting shares beneficially owned has been determined in accordance with Rule 13d-3 of the Exchange Act, and such
information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership
includes any shares as to which a selling securityholder has sole or shared voting power or investment power and also any shares
which the selling securityholders have the right to acquire within 60 days of the date of this prospectus through the exercise
of any stock option, warrant or other rights.
The percentage of beneficial ownership
for the selling securityholders is based on 1,346,332 non-voting shares outstanding as of June 17, 2019. Under Rule 13d-3(d)(1)
of the Exchange Act, shares which a selling securityholder has the right to acquire within 60 days of the date of this prospectus
are deemed to be outstanding in calculating the beneficial ownership and the percentage ownership of such selling securityholder
but are not deemed to be outstanding as to any other selling securityholder. As a result, the percentage of outstanding shares
of any person as shown in this table does not necessarily reflect the person’s actual ownership of, or voting power with
respect to, the number of non-voting shares actually outstanding as of the date of this prospectus.
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Name
|
|
Number of
Non-Voting
Shares
Beneficially
Owned Before
Offering
|
|
|
Number of
Non-Voting
Shares Being
Offered for
Resale under
this
Prospectus (1)
|
|
|
Non-Voting
Shares
Beneficially
Owned After
Offering (1)
|
|
|
Dave A. Becky and Lainie S. Becky as Trustees of the Becky Living Trust Dated 6/15/16 (2)
|
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279,298
|
|
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279,298
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|
|
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0
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%
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|
Nicholas M. Frenkel and Nanci A. Frenkel as Trustees of the Oligan Trust (3)
|
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118,518
|
|
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118,518
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|
|
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0
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%
|
|
Howard and Nancy Klein as Trustees of the Howard and Nancy Klein Family Trust originally dated February 8, 2000 and then amended and restated on November 23, 2010 (4)
|
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237,129
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|
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237,129
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|
|
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0
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%
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|
David Miner and Jennifer Weis Minder as Trustees of the Miner Family Trust dated 10/14/2013 (5)
|
|
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237,129
|
|
|
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237,129
|
|
|
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0
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%
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|
Michael D. Rotenberg, as Trustee of the Michael D. Rotenberg Trust dated July 16, 2003 (6)
|
|
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237,129
|
|
|
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237,129
|
|
|
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0
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%
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|
Erwin Stoff (7)
|
|
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237,129
|
|
|
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237,129
|
|
|
|
0
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%
|
|
Total
|
|
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1,346,332
|
|
|
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1,346,332
|
|
|
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0
|
%
|
|
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(1)
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Assumes the selling securityholder sells all of the non-voting shares being offered by this prospectus.
|
|
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(2)
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The address of Dave A. Becky and Lainie S. Becky as Trustees of the Becky Living Trust dates 6/15/16 is 9460 Wilshire Blvd,
Beverly Hills, CA 90212. Dave A. Becky and Lainie S. Becky as Trustees of the Becky Living Trust dates 6/15/16 have the right
to dispose of 279,298 non-voting shares and are deemed to be the beneficial owners of such shares under applicable securities laws.
|
|
|
(3)
|
The address of Nicholas M. Frenkel and Nanci A. Frenkel as Trustees of the Oligan Trust is 9460 Wilshire Blvd, Beverly Hills,
CA 90212. Nicholas M. Frenkel and Nanci A. Frenkel as Trustees of the Oligan Trust have the right to dispose of 118,518 non-voting
shares and are deemed to be the beneficial owners of such shares under applicable securities laws.
|
|
|
(4)
|
The address of Howard and Nancy Klein as Trustees of the Howard and Nancy Klein Family Trust originally dated February 8,
2000 and then amended and restated on November 23, 2010 is 9460 Wilshire Blvd, Beverly Hills, CA 90212. Howard and Nancy Klein
as Trustees of the Howard and Nancy Klein Family Trust originally dated February 8, 2000 and then amended and restated on
November 23, 2010 have the right to dispose of 237,129 non-voting shares and are deemed to be the beneficial owners of such
shares under applicable securities laws.
|
|
|
(5)
|
The address of David Miner and Jennifer Weis Miner as Trustees of the Miner Family Trust dated 10/14/2013 is 9460 Wilshire
Blvd, Beverly Hills, CA 90212. David Miner and Jennifer Weis Miner as Trustees of the Miner Family Trust dated 10/14/2013 have
the right to dispose of 237,129 non-voting shares and are deemed to be the beneficial owners of such shares under applicable securities
laws.
|
|
|
(6)
|
The address of Michael D. Rotenberg, as Trustee of the Michael D. Rotenberg Trust dated July 16, 2003 is 9460 Wilshire
Blvd, Beverly Hills, CA 90212. Michael D. Rotenberg, as Trustee of the Michael D. Rotenberg Trust dated July 16, 2003
has the right to dispose of 237,129 non-voting shares and is deemed to be the beneficial owner of such shares under applicable
securities laws.
|
|
|
(7)
|
The address of Erwin Stoff is 9460 Wilshire Blvd, Beverly Hills, CA 90212. Erwin Stoff has the right to dispose of 237,129
non-voting shares and is deemed to be the beneficial owner of such shares under applicable securities laws.
|
PLAN
OF DISTRIBUTION
The selling securityholders, or their pledgees,
donees, transferees, or any of their successors in interest selling shares received from a named selling securityholder as a gift,
partnership distribution or other non-sale-related transfer after the date of this prospectus (all of whom may be selling securityholders),
may sell the non-voting shares from time to time on any stock exchange or automated interdealer quotation system on which the non-voting
shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may
be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise
negotiated. The selling securityholders may sell the non-voting shares by one or more of the following methods, without limitation:
|
|
(a)
|
block trades in which the broker or dealer so engaged shall attempt to sell the non-voting shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
|
|
|
(b)
|
purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;
|
|
|
(c)
|
an exchange distribution in accordance with the rules of any stock exchange on which the non-voting shares are listed;
|
|
|
(d)
|
ordinary brokerage transactions and transactions in which the broker solicits purchases;
|
|
|
(e)
|
privately negotiated transactions;
|
|
|
(g)
|
through the writing of options on the non-voting shares, whether or not the options are listed on an options exchange;
|
|
|
(h)
|
through the distribution of the non-voting shares by any selling securityholder to its partners, members or stockholders;
|
|
|
(i)
|
one or more underwritten offerings on a firm commitment or best efforts basis; and
|
|
|
(j)
|
any combination of any of these methods of sale.
|
The selling securityholders may also transfer
the non-voting shares by gift. We do not know of any arrangements by the selling securityholders for the sale of any of the non-voting
shares.
The selling securityholders may engage
brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the
non-voting shares. These brokers, dealers or underwriters may act as principals, or as an agent of a selling securityholder. Broker-dealers
may agree with a selling securityholder to sell a specified number of the non-voting shares at a stipulated price per security.
If the broker-dealer is unable to sell securities acting as agent for a selling securityholder, it may purchase as principal any
unsold securities at the stipulated price. Broker-dealers who acquire securities as principals may thereafter resell the non-voting
shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the non-voting
shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including
transactions of the nature described above. The selling securityholders may also sell the non-voting shares in accordance with
Rule 144 under the Securities Act of 1933, as amended, rather than pursuant to this prospectus, regardless of whether the non-voting
shares are covered by this prospectus.
From time to time, one or more of the selling
securityholders may pledge, hypothecate or grant a security interest in some or all of the non-voting shares owned by them. The
pledgees, secured parties or persons to whom the non-voting shares have been hypothecated shall, upon foreclosure in the event
of default, be deemed to be selling securityholders. As and when a selling securityholder takes such actions, the number of securities
offered under this prospectus on behalf of such selling securityholder shall decrease. The plan of distribution for that selling
securityholder’s securities shall otherwise remain unchanged. In addition, a selling securityholder may, from time to time,
sell the non-voting shares short, and, in those instances, this prospectus may be delivered in connection with the short sales
and the non-voting shares offered under this prospectus may be used to cover short sales.
To the extent required under the Securities
Act of 1933, as amended, the aggregate amount of selling securityholders’ securities being offered and the terms of the offering,
the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer shall
be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution
of the non-voting shares may receive compensation in the form of underwriting discounts, concessions, commissions or fees from
a selling securityholder and/or purchasers of selling securityholders’ securities for whom they may act (which compensation
as to a particular broker-dealer might be in excess of customary commissions).
The selling securityholders and any underwriters,
brokers, dealers or agents that participate in the distribution of the non-voting shares may be deemed to be “underwriters”
within the meaning of the Securities Act of 1933, as amended, and any discounts, concessions, commissions or fees received by them
and any profit on the resale of the non-voting shares sold by them may be deemed to be underwriting discounts and commissions.
A selling securityholder may enter into
hedging transactions with broker-dealers and the broker-dealers may engage in short sales of the non-voting shares in the course
of hedging the positions they assume with that selling securityholder, including, without limitation, in connection with distributions
of the non-voting shares by those broker-dealers. A selling securityholder may enter into option or other transactions with broker-dealers
that involve the delivery of the non-voting shares offered hereby to the broker-dealers, who may then resell or otherwise transfer
those securities. A selling securityholder may also loan or pledge the non-voting shares offered hereby to a broker-dealer and
the broker-dealer may sell the non-voting shares offered hereby so loaned or upon a default may sell or otherwise transfer the
pledged securities offered hereby.
A selling securityholder may enter into
derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the
third party may use securities pledged by the selling securityholder or borrowed from the selling securityholder or others to settle
those sales or to close out any related open borrowings of stock, and may use securities received from the selling securityholder
in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
shall be an underwriter and, if not identified in this prospectus, shall be identified in the applicable prospectus supplement
(or a post-effective amendment).
The selling securityholders and other
persons participating in the sale or distribution of the non-voting shares shall be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M. This regulation may limit
the timing of purchases and sales of any of the non-voting shares by the selling securityholders and any other person. The anti-manipulation
rules under the Securities Exchange Act of 1934 may apply to sales of securities in the market and to the activities of the selling
securityholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution
of the non-voting shares to engage in market-making activities with respect to the particular securities being distributed for
a period of up to five business days before the distribution. These restrictions may affect the marketability of the non-voting
shares and the ability of any person or entity to engage in market-making activities with respect to the non-voting shares.
We have agreed to indemnify in certain
circumstances the selling securityholders and any brokers, dealers and agents (who may be deemed to be underwriters), if any, of
the non-voting shares covered by the registration statement, against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. The selling securityholders have agreed to indemnify us in certain circumstances against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
We agreed to register the non-voting shares
under the Securities Act of 1933, as amended, and to keep the registration statement of which this prospectus is a part effective
for a specified period of time. We generally agreed to pay all expenses in connection with this offering, including the fees and
expenses of counsel of the selling securityholders, but not including any underwriting discounts, concessions, commissions or fees
of the selling securityholders or any applicable transfer taxes.
We shall not receive any proceeds from
sales of any securities by the selling securityholders.
We cannot assure you that the selling securityholders
shall sell all or any portion of the non-voting shares offered hereby.
DESCRIPTION
OF CAPITAL STOCK
The following summary description sets
forth some of the general terms and provisions of our capital stock, including the non-voting shares. Because this is a summary
description, it does not contain all of the information that may be important to you. For a more detailed description of the shares,
you should refer to the provisions of Lions Gate’s Notice of Articles and Articles.
Lions Gate’s authorized share capital
consists of 500,000,000 Class A Voting Shares, or voting shares, 500,000,000 non-voting shares and 200,000,000 preference
shares.
Voting Shares
At the close of business on June 17,
2019, 82,617,017 of the voting shares were issued and outstanding.
The voting shares are listed on the NYSE
under the symbol “LGF.A”. Subject to any preference as to dividends provided to the holders of other shares ranking
senior or pari passu to the voting shares with respect to priority in the payment of dividends, the holders of the voting shares
will be entitled to receive dividends on the voting shares, as and when declared by Lions Gate’s Board of Directors, out
of monies properly applicable to the payment of dividends, in the manner and form the Lions Gate Board of Directors determines.
The amount of dividends, if any, that Lions
Gate pays to its shareholders is determined by the Lions Gate Board of Directors, at its discretion, and is dependent on a number
of factors, including its financial position, results of operations, cash flows, capital requirements and restrictions under its
credit agreements, and shall be in compliance with applicable law. Lions Gate cannot guarantee the amount of dividends paid in
the future, if any. Lions Gate is also limited in its ability to pay dividends by (a) restrictions under the
Business Corporations
Act
(British Columbia) relating to the solvency of Lions Gate before and after the payment of a dividend and (b) the terms
of its credit facility, second lien term loan and the indenture governing its notes. In addition, when a dividend is declared and
paid to holders of non-voting shares, Lions Gate will also declare and pay a dividend equally to the holders of the voting shares,
on a share for share basis, without preference or priority. Holders of voting shares have no preemptive rights (except for certain
holders party to an investor rights agreement with Lions Gate entered into in November 2015), conversion rights or redemption rights
and are not subject to further assessment by Lions Gate.
If Lions Gate dissolves or liquidates,
or its assets are distributed among its shareholders for the purpose of winding-up its affairs, the holders of the voting shares
will be entitled to receive its remaining property and assets, subject to the rights of holders of any then outstanding class of
shares ranking senior or pari passu to the voting shares with respect to priority in the distribution of assets upon dissolution,
liquidation or winding up.
Except for meetings at which only holders
of another specified class or series of Lions Gate’s shares are entitled to vote separately as a class or series, the holders
of Lions Gate voting shares will be entitled to one vote per share on each matter submitted for their vote at any meeting of Lions
Gate shareholders for each Lions Gate voting share held as of the record date for the meeting. The affirmative vote of at least
two-thirds of the votes attached to the Lions Gate voting shares entitled to be cast on the matter will be required to approve
certain actions prescribed by the
Business Corporations Act
(British Columbia).
Non-Voting Shares
At the close of business on June 17,
2019, 134,953,001 of the non-voting shares were issued and outstanding.
The non-voting shares are listed on the
NYSE under the symbol “LGF.B”. Subject to any preference as to dividends provided to the holders of other shares ranking
senior or pari passu to the non-voting shares with respect to priority in the payment of dividends, the holders of the non-voting
shares will be entitled to receive dividends on the non-voting shares, as and when declared by Lions Gate’s Board of Directors,
out of monies properly applicable to the payment of dividends, in the manner and form the Lions Gate Board of Directors determines.
The amount of dividends, if any, that Lions
Gate pays to its shareholders is determined by the Lions Gate Board of Directors, at its discretion, and is dependent on a number
of factors, including its financial position, results of operations, cash flows, capital requirements and restrictions under its
credit agreements, and shall be in compliance with applicable law. Lions Gate cannot guarantee the amount of dividends paid in
the future, if any. Lions Gate is also limited in its ability to pay dividends by (a) restrictions under the
Business Corporations
Act
(British Columbia) relating to the solvency of Lions Gate before and after the payment of a dividend and (b) the terms
of its credit facility, second lien term loan and the indenture governing its notes. Holders of non-voting shares have no preemptive
rights (except for certain holders party to an investor rights agreement with Lions Gate entered into in November 2015), conversion
rights or redemption rights and are not subject to further assessment by Lions Gate. In addition, when a dividend is declared and
paid to holders of voting shares, Lions Gate will also declare and pay a dividend equally to the holders of non-voting shares,
on a share for share basis, without preference or priority.
If Lions Gate dissolves or liquidates,
or its assets are distributed among its shareholders for the purpose of winding-up its affairs, the holders of the non-voting shares
will be entitled to receive its remaining property and assets, subject to the rights of holders of any then outstanding class of
shares ranking senior or pari passu to the non-voting shares with respect to priority in the distribution of assets upon dissolution,
liquidation or winding up.
The holders of the Lions Gate non-voting
shares shall be entitled to receive notice of and to attend, but, subject to specific circumstances prescribed by the
Business
Corporations Act
(British Columbia) or, if applicable, as stipulated by stock exchanges including the NYSE, shall not be entitled
to vote, at any and all meetings of the shareholders of Lions Gate.
Preference shares
Lions Gate may issue, from time to time,
without shareholder approval (subject to applicable stock exchange rules), preference shares in one or more series. At the close
of business on June 17, 2019, Lions Gate did not have any preference shares issued and outstanding. For each series of preference
shares, Lions Gate’s Board of Directors is authorized to fix the number of preference shares in, and to determine the designation
of, the preference shares of that series. Lions Gate’s Board of Directors is also authorized to create, define and attach
special rights and restrictions to the preference shares of each series.
Our Articles
Advance Notice Procedures
Our Articles establish an advance notice
procedure for “special business” to be brought before an annual meeting of shareholders. For special business, advance
notice describing the special business to be discussed at the meeting must be provided and that notice must include any documents
to be approved or ratified as an addendum.
Meeting of Shareholders
Our Articles provide for annual shareholder
meetings and state that directors may call a shareholder meeting whenever they might deem such a meeting appropriate.
Business Corporations Act (British Columbia)
Advance Notice Procedures
Under the
Business Corporations Act
(British Columbia), shareholders may make proposals for matters to be considered at the annual general meeting of shareholders.
Such proposals must be sent to Lions Gate in advance of any proposed meeting by delivering a timely written notice in proper form
to our secretary or other appropriate officer. The notice must include information on the business the shareholder intends to bring
before the meeting.
Shareholder Requisitioned Meeting
Under the
Business Corporations Act
(British Columbia), shareholders holding 5% or more of our outstanding common shares may request the directors to call a general
meeting of shareholders to deal with matters that may be dealt with at a general meeting, including election of directors. If the
directors do not call the meeting within the timeframes specified in the
Business Corporations Act
(British Columbia), the
shareholder can call the meeting and we must reimburse the costs.
Removal of Directors and Increasing Board Size
Under the
Business Corporations Act
(British Columbia) and our Articles, directors may be removed by shareholders passing a special resolution. The directors may
remove a director convicted of an indictable offense, or if a director ceases to be qualified to act as a director and does not
promptly resign. Further, under our Articles, the directors may appoint additional directors up to one-third of the number of directors
elected by the shareholders.
Canadian Securities Laws
Lions Gate is a reporting issuer in certain
provinces of Canada and, therefore, subject to the securities laws in each province in which it reports. Canadian securities laws
require reporting of share purchases and sales by shareholders beneficially holding, directly or indirectly, more than 10% of our
voting shares or non-voting shares. Any shareholder beneficially holding, directly or indirectly, more than 10% of our outstanding
voting shares or non-voting shares must also advise on its intentions for their holdings through public disclosures.
Canadian securities laws will also govern
how any offer to acquire our equity or voting shares would be conducted.
Transfer Agent and Registrar
AST Trust Company (Canada) serves as Lions
Gate’s transfer agent and registrar for our non-voting shares.
Listing
Our non-voting shares are quoted on the
NYSE under the symbol “LGF.B”.
LEGAL
MATTERS
Dentons Canada LLP, Vancouver, British
Columbia will pass upon the validity of the non-voting shares offered hereby, as well as certain other legal matters.
EXPERTS
The consolidated financial statements of
Lions Gate Entertainment Corp. appearing in Lions Gate Entertainment Corp.’s Annual Report (Form 10-K) for the year ended
March 31, 2019 (including the schedule appearing therein), and the effectiveness of Lions Gate Entertainment Corp.’s
internal control over financial reporting as of March 31, 2019, have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference.
Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness
of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities
and Exchange Commission), given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements
of Pop Media Group, LLC for the period ended March 15, 2019, appearing in Lions Gate Entertainment Corp.’s
Annual Report (Form 10-K) for the year ended March 31, 2019, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein, and incorporated herein by reference. Such
financial statements are, and audited financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the report of Ernst & Young LLP pertaining to such financial statements as of
the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission), given on the
authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We have filed a registration statement
on Form S-3 with respect to the securities offered in this prospectus with the SEC in accordance with the Securities Act, and the
rules and regulations enacted under its authority. This prospectus, which constitutes a part of the registration statement, does
not contain all of the information included in the registration statement and its exhibits and schedules. Statements contained
in this prospectus regarding the contents of any document referred to in this prospectus are not necessarily complete, and in each
instance, we refer you to the full text of the document that is filed as an exhibit to the registration statement. Each statement
concerning a document that is filed as an exhibit should be read along with the entire document. We also file annual, quarterly
and current reports and other information with the SEC. For further information regarding us and the securities offered in this
prospectus, we refer you to the registration statement and its exhibits and schedules, which may be inspected without charge at
the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also read and copy our reports and
other information filed with the SEC at the SEC’s Public Reference Room. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room.
The SEC also maintains an Internet website
that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically
with the SEC. The SEC’s website address is http://www.sec.gov.
Our internet address is www.lionsgate.com.
The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this supplement
or any other report or document we file with or furnish to the SEC.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference
information we file with it, which means we can disclose important information to you by referring you to documents we have filed
with the SEC. The information incorporated by reference is considered to be a part of this prospectus. We incorporate by reference
the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, prior to the termination of the offering covered by this prospectus.
|
|
•
|
our current reports on Form 8-K filed with the SEC (in each case, other than information and exhibits
“furnished” to and not “filed” with the SEC in accordance with SEC rules and regulations) on
July 16, 2018
,
August 24, 2018
,
September 13, 2018
,
October 15, 2018
,
November 16, 2018
,
January 24, 2019
and
February 4, 2019
; and
|
Any statement in a document incorporated
or deemed to be incorporated by reference in this prospectus is deemed to be modified or superseded to the extent that a statement
contained in this prospectus, or in any other document we subsequently file with the SEC, modifies or supersedes that statement.
If any statement is modified or superseded, it does not constitute a part of this prospectus, except as modified or superseded.
Information that is “furnished to”
the SEC shall not be deemed “filed with” the SEC and shall not be deemed incorporated by reference into this prospectus
or the registration statement of which this prospectus is a part.
We will provide to each person, including
any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by
reference in this prospectus but not delivered with this prospectus. You may request a copy of these filings, at no cost, by writing
or telephoning us at the following address and phone number:
Investor Relations Department
Lions Gate Entertainment Corp.
2700 Colorado Avenue
Santa Monica, California 90404
(310) 449-9200
Exhibits to the filings will not be sent,
however, unless those exhibits have specifically been incorporated by reference.
Lions Gate Entertainment Corp.
1,346,332 Class B Non-Voting Shares
June 18, 2019
PART II
Information Not Required in Prospectus
|
Item 14.
|
Other Expenses of Issuance and Distribution
|
The following is a statement of the estimated expenses (other
than underwriting discounts and commissions) to be incurred by the Company in connection with the issuance and distribution of
the securities registered under this registration statement.
|
SEC registration fee
|
|
$
|
1,853.67
|
|
|
Accounting fees and expenses
|
|
|
*
|
|
|
Legal fees and expenses
|
|
|
*
|
|
|
Printing fees
|
|
|
*
|
|
|
Total
|
|
|
*
|
|
|
|
*
|
Estimated expenses (other than SEC registration fee)
are not presently known.
|
|
Item 15.
|
Indemnification of Directors and Officers
|
Under the
Business Corporations Act
(British Columbia), Lions Gate may indemnify a present or former director or officer of Lions Gate or a person who acts or
acted at Lions Gate’s request as a director or officer of another corporation, or for an affiliate, of Lions Gate, and his
heirs and personal or other legal representatives, against all costs, charges and expenses, including legal and other fees and
amounts paid to settle an action or satisfy a judgment, actually and reasonably incurred by him including an amount paid to settle
an action or satisfy a judgment in respect of any civil, criminal or administrative action or proceeding to which he is made a
party by reason of his position with Lions Gate or such other corporation and provided that the director or officer acted honestly
and in good faith with a view to the best interests of Lions Gate or such other corporation, and, in the case of a criminal or
administrative action or proceeding, had reasonable grounds for believing that his conduct was lawful. Other forms of indemnification
may be made only with court approval.
In accordance with the Articles of Lions
Gate, subject to the Business Corporations Act (British Columbia), the Company must indemnify a director, officer, former director
and former officer of the Company and his or her heirs and legal personal representatives against all eligible penalties to which
such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses
actually and reasonably incurred by such person in respect of that proceeding. In addition, subject to the Business Corporations
Act (British Columbia), the Company may indemnify any other person. We have entered into indemnity agreements with our directors,
executive officers, and certain other key employees whereby we have agreed to indemnify the directors and officers to the extent
permitted by our Articles and the Business Corporations Act (British Columbia).
Lions Gate’s Articles permit Lions
Gate, subject to the limitations contained in the Business Corporations Act (British Columbia), to purchase and maintain insurance
on behalf of any person (or his or her heirs or legal personal representatives) who: (a) is or was a director, officer, employee
or agent of the Company; (b) is or was a director, officer, employee or agent of a corporation at a time when the corporation
is or was an affiliate of the Company; (c) at the request of the Company, is or was a director, officer, employee or agent
of a corporation or of a partnership, trust, joint venture or other unincorporated entity; or (d) at the request of the Company,
holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated
entity, against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held
such equivalent position. Lions Gate, however, only maintains directors and officer’s liability insurance and corporate
reimbursement insurance.
The foregoing summaries are necessarily
subject to the complete text of the statute, Lions Gate’s Articles, and the arrangements referred to above are qualified
in their entirety by reference thereto.
Lions Gate has entered into indemnity agreements
with its directors and officers that are in compliance with the British Corporations Act (British Columbia).
A directors’ and officers’
insurance policy insures each of the Company’s directors and officers against liabilities incurred in their capacity as such
for which they are not otherwise indemnified, subject to certain exclusions. This is in addition to the insurance coverage that
the Company maintains in the event it is required to indemnify a director or officer for indemnifiable claims.
See Index to Exhibits which is hereby incorporated
herein by reference.
|
|
(a)
|
The undersigned Registrant hereby undertakes:
|
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities
Act of 1933”);
|
|
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
|
|
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration statement;
|
provided
,
however
, that paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by a Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this
registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration
statement.
|
|
(2)
|
That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering thereof.
|
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
|
(i)
|
each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
|
(ii)
|
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
|
|
(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of any Registrant pursuant to the indemnification provisions described herein, or otherwise, each Registrant
has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
INDEX TO EXHIBITS
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
Articles (incorporated by reference to Exhibit 3.1 to Lions Gate’s Current Report on Form 8-K as filed on December 8, 2016)
|
|
|
|
|
|
3.2
|
|
Notice of Articles (incorporated by reference as Exhibit 3.1 to Lions Gate’s Amendment No. 1 to Current Report on Form 8-K/A, as filed on December 9, 2016)
|
|
|
|
|
|
3.3
|
|
Vertical Short Form Amalgamation Application (incorporated by reference to Exhibit 3.3 to Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, as filed on May 30, 2007)
|
|
|
|
|
|
3.4
|
|
Certificate of Amalgamation (incorporated by reference to Exhibit 3.4 to Lions Gate Entertainment Corp.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2007, as filed on May 30, 2007)
|
|
|
|
|
|
5.1*
|
|
Opinion of Dentons Canada LLP
|
|
|
|
|
|
23.1*
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (with respect to financial statements of Lions Gate Entertainment Corp.)
|
|
|
|
|
|
23.2*
|
|
Consent of Ernst & Young LLP, Independent Auditors (with respect to financial statements of Pop Media Group, LLC)
|
|
|
|
|
|
23.3*
|
|
Consent of Dentons Canada LLP (contained in Exhibit 5.1)
|
|
|
|
|
|
24.1*
|
|
Power of Attorney (included on signature page to the registration statement)
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Santa Monica, California, on this 18
th
day of June, 2019.
|
|
Lions Gate Entertainment Corp.
|
|
|
|
|
|
|
By:
|
/s/ James W. Barge
|
|
|
|
James W. Barge
|
|
|
|
Chief Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints Jon Feltheimer, Michael Burns and James W. Barge, severally and not jointly, as his or her attorneys-in-fact
and agents, each acting alone, with the power of substitution and resubstitution, for him or her and in his or her name, place
or stead, in any and all capacities, to sign any amendment to this Registration Statement on Form S-3, and to file such amendments
or supplements, together with exhibits and other documents in connection therewith, with the Securities and Exchange Commission,
granting to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully as he or she might or could do in person, and ratifying and confirming
all that the attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. Each
of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ James W. Barge
|
|
Chief Financial Officer
(Principal Financial
|
|
June 18, 2019
|
|
James
W. Barge
|
|
Officer and Principal Accounting Officer and Authorized Representative in the United States)
|
|
|
|
|
|
|
|
|
|
/s/ Michael Burns
|
|
Vice Chairman, Director
|
|
June 18, 2019
|
|
Michael Burns
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gordon Crawford
|
|
Director
|
|
June 18, 2019
|
|
Gordon
Crawford
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Arthur Evrensel
|
|
Director
|
|
June 18, 2019
|
|
Arthur
Evrensel
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jon Feltheimer
|
|
Chief Executive Officer (
Principal Executive
|
|
June 18, 2019
|
|
Jon Feltheimer
|
|
Officer
) and Director
|
|
|
|
|
|
|
|
|
|
/s/ Emily Fine
|
|
Director
|
|
June 18, 2019
|
|
Emily
Fine
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael T. Fries
|
|
Director
|
|
June 18, 2019
|
|
Michael
T. Fries
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Sir Lucian Grainge
|
|
Director
|
|
June 18, 2019
|
|
Sir
Lucian Grainge
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Susan McCaw
|
|
Director
|
|
June 18, 2019
|
|
Susan McCaw
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Mark H. Rachesky, M.D.
|
|
Chairman of the Board of Directors
|
|
June 18, 2019
|
|
Mark H.
Rachesky, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Daniel Sanchez
|
|
Director
|
|
June 18, 2019
|
|
Daniel
Sanchez
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Daryl Simm
|
|
Director
|
|
June 18, 2019
|
|
Daryl Simm
|
|
|
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/s/ Hardwick Simmons
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Director
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June 18, 2019
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Hardwick
Simmons
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/s/ David M. Zaslav
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Director
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June 18, 2019
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David M.
Zaslav
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