Attached files
file | filename |
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EX-10.77 - EX-10.77 - LIONS GATE ENTERTAINMENT CORP /CN/ | v56575exv10w77.htm |
EX-10.78 - EX-10.78 - LIONS GATE ENTERTAINMENT CORP /CN/ | v56575exv10w78.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 22, 2010
Lions Gate Entertainment Corp.
(Exact name of registrant as specified in charter)
British Columbia, Canada
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
(Commission File Number) 1-14880 | (IRS Employer Identification No.) N/A |
(Address of principal executive offices)
1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404
Registrants telephone number, including area code: (877) 848-3866
No Change
(Former name or former address, if changed since last report)
(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)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry Into a Material Definitive Agreement |
On June 22, 2010, Lions Gate Entertainment Inc. (LGE), Lions Gate UK Limited (LGUK) and Lions
Gate Australia Pty Limited (LGA), all wholly-owned subsidiaries of Lions Gate Entertainment Corp.
(the Company), entered into Amendment No. 3 (the Credit Agreement Amendment) to the Second
Amended and Restated Credit, Security, Guaranty and Pledge Agreement dated as of July 25, 2008 (the
Credit Agreement) with the guarantors and lenders referred to therein, JPMorgan ChaseBank, N.A.,
as administrative agent and issuing bank, and Wachovia Bank, N.A., as syndication agent.
The Credit Agreement, which expires July 25, 2013, continues to provide for a $340 million secured
revolving credit facility, of which $20 million may be utilized by LGUK and $10 million may be
utilized by LGA. The Credit Agreement Amendment amends (i) the definition of Change in Control (as
defined therein) to ownership or control of in excess of 50% of the Companys equity securities
from its previous threshold of in excess of 20% and (ii) the definition of Change in Management (as
defined therein). In connection with the Amendment, the Company paid each consenting lender an
administrative fee equal to 0.08% of such lenders commitment under the Credit Agreement.
The summary of the Credit Agreement Amendment is qualified in its entirety by reference to the text
of the amendment, which is attached hereto as Exhibit 10.77 and incorporated herein by reference.
Additionally, on June 22, 2010, Lions Gate Mandate Financing Vehicle, Inc. (LGMFV ), a
wholly-owned subsidiary of the Company, entered into Amendment No. 2 (the Film Credit Facility
Amendment) to that certain Credit, Security, Guaranty and Pledge Agreement and related agreements
dated October 6, 2009 (together, the Film Credit Facility) with the borrowers, guarantors and
lenders referred to therein, JPMorgan Chase Bank, N.A. will as administrative agent, Union Bank,
N.A. as co-administrative agent, syndication agent and joint lead arranger, and Wells Fargo Bank,
National Association as documentation agent.
The Film Credit Facility, which expires April 6, 2013, continues to provide for total borrowings up
to $120 million and can be increased to $200 million if additional lenders or financial
institutions become a party to and provide a commitment under the facility. The Film Credit
Facility Amendment amends the definition of Change in Management (as defined therein).
The summary of the Film Credit Facility Amendment is qualified in its entirety by reference to the
text of the amendment, which is attached hereto as Exhibit 10.78 and incorporated herein by
reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |||
10.77 | Amendment No.3 dated as of June 22, 2010 to the Second Amended
and Restated Credit, Security, Guaranty and Pledge Agreement
dated as of July 25, 2008 among Lions Gate Entertainment Inc.,
Lions Gate UK Limited and Lions Gate Australia Pty Limited, as
Borrowers, the guarantors and lenders referred to therein, JP
Morgan Chase Bank, N.A., as Administrative Agent and as
Issuing Bank and Wachovia Bank, N.A., as Syndication Agent. |
|||
10.78 | Amendment No.2 dated as of June 22, 2010 to the Credit,
Security, Guaranty and Pledge Agreement dated as of October 6,
2009, among Lions Gate Mandate Financing Vehicle Inc., the
guarantors and lenders referred to therein, JPMorgan Chase
Bank, N.A., as administrative agent and issuing bank, Union
Bank, N.A., as co-administrative agent, syndication agent and
joint lead arranger, and Wells Fargo Bank, National
Association as documentation agent. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 25, 2010 | LIONS GATE ENTERTAINMENT CORP. |
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/s/ James Keegan | ||||
James Keegan | ||||
Chief Financial Officer | ||||