UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒  Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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Starz

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Fee paid previously with preliminary materials.

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MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

As we previously announced, Lions Gate Entertainment Corp. (which we refer to as “Lions Gate”) and Starz entered into a definitive agreement and plan of merger on June 30, 2016, providing for the acquisition of Starz by Lions Gate (which we refer to, as amended from time to time, as the “merger agreement”). Pursuant to the terms of the merger agreement, a wholly owned subsidiary of Lions Gate will merge with and into Starz, with Starz continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Lions Gate (which we refer to as the “merger”). Following the merger, we expect that the combined company will encompass: a 16,000-title film and television library; the largest independent television business in the world, including nearly 90 television series on more than 40 networks; a feature film business that has generated over $7 billion at the global box office over the past four years; operation of, or investment in, 30 channel platforms around the world, including the flagship STARZ platform reaching over 24 million U.S. subscribers, the STARZ ENCORE network with nearly 32 million subscribers and five over-the-top (which we refer to as “OTT”) services; and a growing presence in location-based entertainment and video games driven by Lions Gate’s deep portfolio of brands and franchises.

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 (which we refer to as the “reclassification”), pursuant to which each existing Lions Gate common share, without par value (which we refer to as 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 (which we refer to as the “Lions Gate voting shares”) and 0.5 shares of newly issued Class B non-voting shares, without par value, of Lions Gate (which we refer to as the “Lions Gate non-voting shares” and together with the Lions Gate voting shares as the “Lions Gate post-reclassification shares”), subject to the terms and conditions of the merger agreement. Approval of each of the Lions Gate reclassification proposals (as defined below) by Lions Gate shareholders, and consummation of the reclassification by Lions Gate, are conditions to the closing of the merger. 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.

Following the reclassification, in the proposed merger, (a) each share of Starz Series A common stock, par value $0.01 (which we refer to as 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 (which we refer to as 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 Orion Arm Acquisition Inc., a wholly owned subsidiary of Lions Gate, (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 available to or obtained by Lions Gate, 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. Based on the closing price of Lions Gate common shares on the New York Stock Exchange (which we refer to as the “NYSE”) of  $20.94 on June 29, 2016, the last trading day before public announcement of the merger agreement, the exchange ratio represented approximately $32.21 in Lions Gate common shares and cash for each share of Starz Series A common stock and $33.73 in Lions Gate common shares and cash for each share of Starz Series B common stock. Based on the closing price of Lions Gate common shares on the NYSE of  $20.07 on October 25, 2016, the latest practicable date before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $31.62 in Lions Gate common shares and cash for each share of Starz Series A common stock and $32.63 in Lions Gate common shares and cash for each share of Starz Series B common stock.

You should obtain current stock price quotations for the Lions Gate common shares, Starz Series A common stock and Starz Series B common stock before deciding how to vote with respect to the adoption of the merger agreement. Lions Gate common shares are traded on the NYSE under the ticker symbol “LGF,” shares of Starz Series A common stock are traded on the Nasdaq Stock Market LLC (which we refer to as the “NASDAQ”) under the ticker symbol “STRZA” and shares of Starz Series B common stock are traded on the NASDAQ under the ticker symbol “STRZB.”

Based upon the number of outstanding shares on the record date of October 31, 2016 for both the Lions Gate special meeting and the Starz special meeting, we anticipate that immediately following the reclassification and prior to the merger, there will be 74,166,474 issued and outstanding Lions Gate voting shares, 74,166,474 issued and outstanding Lions Gate non-voting shares, no Lions Gate issued and outstanding common shares and no Lions Gate issued and outstanding preference shares and that 1,126,627 Lions Gate voting shares and 1,126,627 Lions Gate non-voting shares will be reserved for issuance in respect of Lions Gate equity awards (as adjusted under the applicable incentive plan to reflect the reclassification), and specifically that, Lions Gate will issue 4,593,925 Lions Gate voting shares and 62,559,178 Lions Gate non-voting shares in connection with the merger, and that the cash consideration required to be paid in the merger will be approximately $1.59 billion.

Based upon the number of outstanding shares on the record date of October 31, 2016 for both the Lions Gate special meeting and the Starz special meeting, upon completion of the reclassification and the merger, we expect that former Starz stockholders will own approximately 31.2% of the outstanding Lions Gate post-reclassification shares (including 5.8% of the outstanding Lions Gate voting shares and 45.8% of the outstanding Lions Gate non-voting shares) and that current Lions Gate shareholders will own approximately 68.8% of the outstanding Lions Gate post-reclassification shares (including 94.2% of the outstanding Lions Gate voting shares and 54.2% of the outstanding Lions Gate non-voting shares).

Lions Gate and Starz will each hold special meetings of their respective stockholders on December 7, 2016 in connection with the merger and related matters.

Concurrently with the execution of the merger agreement, Lions Gate entered into a stock exchange agreement (which we refer to as the “exchange agreement”) on June 30, 2016 with John C. Malone, Robert R. Bennett and certain of their respective affiliates (which we refer to collectively as the “M-B stockholders”). Pursuant to the terms of the exchange agreement, if the merger does not occur and 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 below), then the M-B stockholders will sell to a wholly owned subsidiary of Lions Gate all shares of Starz Series B common stock held by the M-B stockholders (which we refer to as the “Starz exchange shares”) in exchange for per share consideration of  $7.26 in cash and 1.2642 newly issued Lions Gate common shares (which we refer to as the “exchange”), subject to the terms and conditions of the exchange agreement. At the Lions Gate special meeting, Lions Gate shareholders will vote on a proposal to approve the issuance of Lions Gate common shares to the M-B stockholders in the exchange. Approval of the Lions Gate exchange issuance proposal is not a condition to the consummation of the exchange. If the M-B stockholders elect to receive all cash consideration in the exchange, or if Lions Gate fails to receive the required stockholder approval to issue Lions Gate common shares to the M-B stockholders in the exchange, the M-B stockholders will instead receive per share consideration of  $36.30 in cash for each share of Starz Series B common stock sold in the exchange, which would represent aggregate cash consideration of  $249.2 million. If the M-B stockholders receive Lions Gate common shares in the exchange, as of the record date, they would own 8.7% of the outstanding Lions Gate common shares. As of November 1, 2016, the Starz exchange shares constituted approximately 69.6% of the issued and outstanding shares of Starz Series B common stock and approximately 7.0% of the issued and outstanding Starz common stock, and accordingly, following any such exchange, Lions Gate would hold approximately 95.9% of the issued and outstanding shares of Starz Series B common stock and approximately 11.9% of the issued and outstanding Starz common stock, which would represent approximately 51.9% of the aggregate voting power of the outstanding shares of Starz common stock. The exchange will not occur if the merger is completed, or if the merger agreement is terminated other than for the reasons set forth above.

As we previously announced, on November 10, 2015, Lions Gate entered into an investor rights agreement (which we refer to as the “investor rights agreement”) with Liberty Global plc (which we refer to as “LGP”), Discovery Communications, Inc. (which we refer to as “Discovery”), MHR Fund Management, LLC (which we refer to as “MHR”) and certain of their respective affiliates, pursuant to which, among other things, Lions Gate granted LGP, Discovery and MHR preemptive rights of first offer with respect to the issuance of New Issue Securities (as defined in the investor rights agreement) for cash consideration (which we refer to as “preemptive rights”). Concurrently with the execution of the merger agreement, on June 30, 2016, Lions Gate and the other parties to the investor rights agreement

entered into an amendment to the investor rights agreement, pursuant to which Lions Gate agreed to seek the approval of its stockholders for all issuances of New Issue Securities (including Lions Gate common shares, Lions Gate voting shares and Lions Gate non-voting shares) to LGP, Discovery and MHR in connection with their exercise of preemptive rights under the investor rights agreement during the five-year period following the receipt of such stockholder approval. Lions Gate has agreed that it will not issue any New Issue Securities (including Lions Gate common shares, Lions Gate voting shares and/or Lions Gate non-voting shares) until it obtains stockholder approval for such issuance if stockholder approval would be required in order to give effect to the preemptive rights granted in the investor rights agreement.

At the Lions Gate special meeting, Lions Gate shareholders will be asked to consider and vote on (a) a series of four proposals to implement the reclassification (which we refer to collectively as the “Lions Gate reclassification proposals”), (b) a proposal to approve the issuance of Lions Gate non-voting shares and Lions Gate voting shares to Starz stockholders in the merger pursuant to the merger agreement (which we refer to as the “Lions Gate merger issuance proposal”), (c) a proposal to approve the issuance of Lions Gate common shares to the M-B stockholders in the exchange (which we refer to as the “Lions Gate exchange issuance proposal”), (d) a proposal to approve all issuances of Lions Gate securities to LGP, Discovery and MHR in connection with the exercise of their preemptive rights under the investor rights agreement with respect to any such issuances that occur during the five-year period following the receipt of such stockholder approval (which we refer to as the “Lions Gate preemptive rights proposal”), (e) a proposal to amend the Articles of Lions Gate to extend indemnities provided for directors and former directors to officers and former officers of Lions Gate (which we refer to as the “Lions Gate indemnity proposal”) and (f) 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 reclassification proposals and the Lions Gate merger issuance proposal if there are insufficient votes at the time of such adjournment to approve such proposals (which we refer to as the “Lions Gate adjournment proposal”). The merger will not occur unless Lions Gate shareholders approve each of the Lions Gate reclassification proposals and the Lions Gate merger issuance proposal. 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.

At the Starz special meeting, Starz stockholders will be asked to consider and vote on (a) a proposal to approve the adoption of the merger agreement and the transactions contemplated thereby, including, without limitation, the merger (which we refer to as the “Starz merger proposal”), (b) a proposal to 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 (which we refer to as the “Starz compensation proposal”) and (c) a proposal to 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 the Starz merger proposal (which we refer to as the “Starz adjournment proposal”). Holders of Starz Series A common stock and Starz Series B common stock are entitled to vote on the Starz merger proposal, the Starz compensation proposal and the Starz adjournment proposal. The merger will not occur unless Starz stockholders approve the Starz merger proposal. Approval of the Starz compensation proposal and the Starz adjournment proposal are not conditions to the consummation of the merger.

Your vote is very important, regardless of the number of shares you own. The record date for determining the stockholders entitled to receive notice of, and to vote at, the special meetings is October 31, 2016 with respect to both the Lions Gate special meeting and the Starz special meeting. Only Lions Gate shareholders and Starz stockholders of record at the close of business on October 31, 2016 are entitled to receive this notice and to vote at the special meeting. The merger cannot be completed without the approval by Lions Gate shareholders of each of the Lions Gate reclassification proposals and the Lions Gate merger issuance proposal and the approval by the Starz stockholders of the Starz merger proposal. The completion of the merger is not conditioned on the Lions Gate preemptive rights proposal, the Lions Gate exchange issuance proposal, the Lions Gate indemnity proposal, the Lions Gate adjournment proposal, the Starz compensation proposal or the Starz adjournment proposal. We urge you to read this joint proxy statement/prospectus carefully. The obligations of Lions Gate and Starz to complete the merger are subject to the satisfaction or waiver of certain conditions set forth in the merger agreement. More information about Lions Gate, Starz, the special meetings, the merger agreement and the transactions contemplated thereby, including the merger and the reclassification, the exchange agreement and the transactions contemplated thereby, including the exchange, and the amendment to the investor rights agreement, is included in this joint proxy statement/prospectus. You should also consider carefully the risks that are described in the “Risk Factors” section, beginning on page 155.

Whether or not you plan to attend the Lions Gate special meeting or the Starz special meeting, please submit your proxy as soon as possible to make sure that your Lions Gate common shares, your shares of Starz Series A common stock or your shares of Starz Series B common stock are represented at the applicable meeting.

The Lions Gate board of directors recommends that Lions Gate shareholders vote “FOR” each of the Lions Gate reclassification proposals and “FOR” the Lions Gate merger issuance proposal, which approvals are necessary to complete

the merger. The Lions Gate board of directors also recommends that Lions Gate shareholders vote “FOR” the Lions Gate exchange issuance proposal, “FOR” the Lions Gate preemptive rights proposal, “FOR” the Lions Gate indemnity proposal and “FOR” the Lions Gate adjournment proposal.

The Starz board of directors, upon recommendation of a special committee comprised entirely of independent and disinterested directors, recommends that Starz stockholders vote “FOR” the Starz merger proposal, which approval is necessary to complete the merger, “FOR” the Starz compensation proposal and “FOR” the Starz adjournment proposal.

We join our respective boards in their recommendations and look forward to the successful combination of Lions Gate and Starz.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the reclassification, the exchange or the securities to be issued under this joint proxy statement/prospectus, passed upon the merits or fairness of the merger, the reclassification or the exchange, or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated November 4, 2016 and is first being mailed to the shareholders of Lions Gate and stockholders of Starz on or about November 7, 2016.

250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8
and
2700 Colorado Avenue
Santa Monica, California 90404
(310) 449-9200

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On December 7, 2016

Dear Shareholders of Lions Gate Entertainment Corp.:

We are pleased to invite you to attend a special meeting of shareholders of Lions Gate Entertainment Corp., a corporation organized and existing under the corporate laws of British Columbia (which we refer to as “Lions Gate”). The meeting will be held at Lions Gate’s offices at 2700 Colorado Avenue, Santa Monica CA 90404, on December 7, 2016, at 10:00 a.m., local time, to consider and vote upon the following matters:

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a series of four proposals to implement a reorganization of Lions Gate’s outstanding share capital (which we refer to as the “reclassification”), pursuant to which, immediately prior to the consummation of the proposed merger (as defined below), each existing Lions Gate common share, without par value (which we refer to as 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 (which we refer to as the “Lions Gate voting shares”) and 0.5 shares of newly issued Class B non-voting shares, without par value, of Lions Gate (which we refer to as the “Lions Gate non-voting shares” and together with the Lions Gate voting shares as the “Lions Gate post-reclassification shares”), subject to the terms and conditions of the merger agreement (as defined below) (which we refer to collectively as the “Lions Gate reclassification proposals”);

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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, par value $0.01 per share (the “Starz Series A common stock”), of Starz and Starz Series B common stock, par value $0.01 per share (the “Starz Series B common stock”), in connection with the agreement and plan of merger, dated as of June 30, 2016 (which we refer to, as amended from time to time, as the “merger agreement”), by and among Lions Gate, Starz and Orion Arm Acquisition Inc., a wholly owned subsidiary of Lions Gate (which we refer to as “Merger Sub”), pursuant to which Merger Sub will merge with and into Starz (which we refer to as the “merger”), with Starz continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Lions Gate (which we refer to as the “Lions Gate merger issuance proposal”);

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a proposal to approve the issuance of Lions Gate common shares to John C. Malone, Robert R. Bennett and certain of their respective affiliates (whom we refer to collectively as the “M-B stockholders”), in connection with the stock exchange agreement, dated as of June 30, 2016 (which we refer to as 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 (which we refer to as the “Lions Gate exchange issuance proposal”);

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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 (which we refer to as the “investor rights agreement”), by and among Lions Gate and certain of its stockholders, including Liberty Global plc (which we refer to as “LGP”), Discovery Communications, Inc. (which we refer to as “Discovery”), MHR Fund Management, LLC (which we refer to as “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 (which we refer to as the “Lions Gate preemptive rights proposal”);

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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 (which we refer to as the “Lions Gate indemnity proposal’’); and

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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 (which we refer to as the “Lions Gate adjournment proposal”).

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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.

Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Lions Gate special meeting.

Holders of record of Lions Gate common shares at the close of business on October 31, 2016 are entitled to notice of, and to vote at, the Lions Gate special meeting and any adjournments or postponements of the Lions Gate special meeting.

Each of the Lions Gate reclassification proposals requires the affirmative vote of the holders of a two-thirds majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present. The Lions Gate merger issuance proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present. The Lions Gate exchange issuance proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present. The Lions Gate preemptive rights proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present. The Lions Gate indemnity proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present. The Lions Gate adjournment proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, whether or not a quorum is present.

Your vote is important. Whether or not you expect to attend the Lions Gate special meeting in person, we urge you to vote your shares as promptly as possible by: (a) accessing the Internet website specified on your proxy card; (b) calling the toll-free number specified on your proxy card; or (c) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Lions Gate special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by the record holder.

By Order of the Board of Directors,

JON FELTHEIMER
Chief Executive Officer

November 4, 2016
Santa Monica, California
Vancouver, British Columbia

Starz
8900 Liberty Circle
Englewood, Colorado 80112
(720) 852-7700

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On December 7, 2016

Dear Stockholders of Starz:

We are pleased to invite you to attend a special meeting of stockholders of Starz, a Delaware corporation. The meeting will be held at the corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, on December 7, 2016, at 10:00 am local time, to consider and vote upon the following matters:

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a proposal to approve the adoption of the agreement and plan of merger, dated as of June 30, 2016 (which we refer to, as amended from time to time, as the “merger agreement”), by and among Lions Gate Entertainment Corp. (which we refer to as “Lions Gate”), Starz and Orion Arm Acquisition Inc., a wholly owned subsidiary of Lions Gate (which we refer to as “Merger Sub”), pursuant to which Merger Sub will merge with and into Starz (which we refer to as the “merger”), with Starz continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Lions Gate (which we refer to as the “Starz merger proposal”);

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a proposal to 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 (which we refer to as the “Starz compensation proposal”); and

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a proposal to 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 (which we refer to as the “Starz adjournment proposal”).

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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.

Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Starz special meeting. A copy of the merger agreement is attached as Annex A to the attached joint proxy statement/prospectus.

Holders of record of Starz Series A common stock, par value $0.01 (which we refer to as the “Starz Series A common stock”), and Starz Series B common stock, par value $0.01( which we refer to as the “Starz Series B common stock” and together with the Starz Series A common stock as the “Starz common stock”), at the close of business on October 31, 2016 are entitled to notice of, and to vote on, all proposals at the Starz special meeting or any adjournments or postponements of the Starz special meeting. These holders will vote together as a single class on each proposal.

The Starz merger proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Starz Series A common stock and Starz Series B common stock, voting together as a single class. The Starz compensation proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Starz Series A common stock and Starz Series B common stock, voting together as a single class, present in person or represented by proxy at the meeting and entitled to vote thereon, assuming a quorum is present. The Starz adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Starz Series A common stock and Starz Series B common stock, voting together as a single class, present in person or represented by proxy at the meeting and entitled to vote thereon, assuming a quorum is present. If a quorum is not present at the Starz special meeting, the chair of the Starz special meeting may adjourn the Starz special meeting in his sole discretion.

Your vote is important. Whether or not you expect to attend the Starz special meeting in person, we urge you to vote your shares as promptly as possible by: (a) accessing the Internet website specified on your proxy card; (b) calling the toll-free number specified on your proxy card; or (c) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Starz special meeting. If your shares are held in the name of a broker, bank or nominee, please follow the instructions on the voting instruction card furnished by the record holder.

By Order of the Board of Directors,

CHRISTOPHER P. ALBRECHT
Chief Executive Officer

November 4, 2016
Englewood, Colorado

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Lions Gate and Starz from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Investors may also consult the websites of Lions Gate or Starz for more information concerning the merger and the other transactions described in this joint proxy statement/prospectus, including the exchange, the reclassification and the amendment to the investor rights agreement. The website of Lions Gate is www.lionsgate.com and the website of Starz is www.starz.com. Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.

If you would like to request any documents, please do so by November 30, 2016, in order to receive them before the special meetings.

For more information, see “Where You Can Find More Information.”

ABOUT THIS DOCUMENT

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission by Lions Gate (File No. 333-212792), constitutes a prospectus of Lions Gate under Section 5 of the Securities Act of 1933, as amended, with respect to the Lions Gate voting shares and Lions Gate non-voting shares to be issued to holders of Starz Series A common stock and Starz Series B common stock in connection with the merger. This document also constitutes a joint proxy statement of Lions Gate and Starz under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), an information circular of Lions Gate under National Instrument 51-102—Continuous Disclosure Obligations of the Canadian Securities Administrators and an information circular of Lions Gate under the Business Corporations Act (British Columbia). It also constitutes a notice of meeting with respect to the special meeting of Lions Gate shareholders and a notice of meeting with respect to the special meeting of Starz stockholders, at which Lions Gate shareholders and Starz stockholders, respectively, will be asked to vote upon certain proposals to approve the adoption of the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, and other related matters.

You should rely only on the information contained or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated November 4, 2016. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than the date on the front cover of those documents. Neither our mailing of this joint proxy statement/prospectus to Lions Gate shareholders or Starz stockholders nor the issuance of Lions Gate voting shares or Lions Gate non-voting shares in connection with the merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Lions Gate has been provided by Lions Gate and information contained in this joint proxy statement/prospectus regarding Starz has been provided by Starz.

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QUESTIONS AND ANSWERS

The following are answers to some questions that you, as a stockholder of Lions Gate Entertainment Corp., a corporation organized and existing under the corporate laws of British Columbia (which we refer to as “Lions Gate”), or a stockholder of Starz, a Delaware corporation (which we refer to as “Starz”), may have regarding the proposed transactions between Lions Gate and Starz and the other matters being considered at the special meeting of Lions Gate and at the special meeting of Starz. Lions Gate and Starz urge you to carefully read this joint proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the special meetings. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus.

Q:

What is the merger?

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Lions Gate and Starz have entered into an agreement and plan of merger, dated as of June 30, 2016 (which we refer to, as amended from time to time, as the “merger agreement”), by and among Lions Gate, Starz and Orion Arm Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Lions Gate (which we refer to as “Merger Sub”). A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

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Pursuant to the merger agreement, 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 (which we refer to as the “merger”).

Q:

What is the reclassification?

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A:

Under the terms of the merger agreement, immediately prior to consummation of the proposed merger, Lions Gate will effect a reorganization of its share capital (which we refer to as the “reclassification”), pursuant to which each existing Lions Gate common share, without par value (which we refer to as 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 (which we refer to as the “Lions Gate voting shares”) and 0.5 shares of newly issued Class B non-voting shares, without par value, of Lions Gate (which we refer to as the “Lions Gate non-voting shares” and together with the Lions Gate voting shares as the “Lions Gate post-reclassification shares”), subject to the terms and conditions of the merger agreement.

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At the Lions Gate special meeting, Lions Gate shareholders will be asked to consider and vote on a series of four proposals to implement the reclassification (which we refer to collectively as the “Lions Gate reclassification proposals”). Approval of each of the Lions Gate reclassification proposals by Lions Gate shareholders, and consummation of the reclassification by Lions Gate, is a condition to the closing of the merger. 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.

Q:

What will Starz stockholders receive in the merger?

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Following the reclassification, in the proposed merger, (a) each share of Starz Series A common stock, par value $0.01 (which we refer to as 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 (which we refer to as the “Starz Series B common stock” and together with the Starz Series A common stock, the “Starz common stock”), will be converted into the right to receive $7.26 in cash, 0.6321 Lions Gate voting shares and 0.6321 Lions Gate non-voting shares, in each case, subject to the terms and conditions of the merger agreement (which we refer to collectively as the “merger consideration”) 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 (which we refer to as “OSC Rule 56-501”) or an exemption therefrom is not available to or obtained by Lions Gate, Lions Gate will issue Lions Gate non-voting shares

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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 (which we refer to as the “DGCL”) (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. Based on the closing price of Lions Gate common shares on the New York Stock Exchange (which we refer to as the “NYSE”) of  $20.94 on June 29, 2016, the last trading day before public announcement of the merger agreement, the exchange ratio represented approximately $32.21 in Lions Gate common shares and cash for each share of Starz Series A common stock and $33.73 in Lions Gate common shares and cash for each share of Starz Series B common stock. Based on the closing price of Lions Gate common shares on the NYSE of  $20.15 on November 1, 2016, the latest practicable date before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $31.67 in Lions Gate common shares and cash for each share of Starz Series A common stock and $32.73 in Lions Gate common shares and cash for each share of Starz Series B common stock.

Q:

What happens if the market price of Lions Gate common shares or Starz common stock changes before the closing of the merger?

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A:

No change will be made to the merger consideration, including to the share consideration that forms part of the merger consideration, if the market price of Lions Gate common shares or Starz common stock changes before the merger. Because the merger consideration is fixed, the value of the consideration to be received by Starz stockholders in the merger will depend on the market price of the Lions Gate non-voting shares and Lions Gate voting shares at the time of the merger.

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Q:

Will Lions Gate issue fractional shares in the merger or the reclassification?

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A:

No fractional Lions Gate voting shares or Lions Gate non-voting shares will be issued in the reclassification or the merger. To the extent that the reclassification would result in any Lions Gate shareholder being issued a fractional share, such fraction will be rounded up to the nearest whole number.

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To the extent that the merger would result in any Starz stockholder being issued a fractional share, in lieu thereof, such Starz stockholder will be entitled to receive a cash payment in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled (after taking into account all Starz common stock owned by such holder as of the effective time) by $20.94.

Q:

What is the exchange?

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A:

Concurrently with the execution of the merger agreement, Lions Gate entered into a stock exchange agreement (which we refer to as the “exchange agreement”) on June 30, 2016 with John C. Malone, Robert R. Bennett and certain of their respective affiliates (which we refer to collectively as the “M-B stockholders”).

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Pursuant to the terms of the exchange agreement, if the merger does not occur and the merger agreement is terminated (a) by Lions Gate because the Starz board of directors changes its recommendation in favor of the transactions, (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 below), then the M-B stockholders will sell to Merger Sub all shares of Starz Series B common stock held by the M-B stockholders (which we refer to as the “Starz exchange shares”) in exchange for per share consideration of  $7.26 in cash and 1.2642 newly issued Lions Gate common shares (which we refer to as the “exchange”).

If the M-B stockholders elect to receive all cash consideration in the exchange, or if Lions Gate fails to receive the required stockholder approval to issue Lions Gate common shares to the M-B stockholders in the exchange, the M-B stockholders will instead receive per share consideration of  $36.30 in cash for each share of Starz Series B common stock sold in the exchange.

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As of October 25, 2016, the Starz exchange shares constituted approximately 69.6% of the issued and outstanding shares of Starz Series B common stock and approximately 7.0% of the issued and outstanding Starz common stock, and accordingly, following any such exchange, Lions Gate would hold approximately 95.9% of the issued and outstanding shares of Starz Series B common stock and approximately 11.9% of the issued and outstanding Starz common stock, and approximately 51.9% of the aggregate voting power of the outstanding shares of Starz common stock.

At the Lions Gate special meeting, Lions Gate shareholders will vote on a proposal to approve the issuance of Lions Gate common shares to the M-B stockholders in the exchange (which we refer to as the “Lions Gate exchange issuance proposal”). Approval of the Lions Gate exchange issuance proposal is not a condition to the consummation of the exchange.

The exchange will not occur if the merger is completed, or if the merger agreement is terminated other than for the reasons set forth above. Approval of the Lions Gate exchange issuance proposal is not a condition to the consummation of the merger. A copy of the exchange agreement is attached as Annex G to this joint proxy statement/prospectus.

Previously, on February 10, 2015, Lions Gate entered into a stock exchange agreement with certain affiliates of Dr. Malone, pursuant to which 2,118,038 shares of Starz Series A common stock and 2,590,597 shares of Starz Series B common stock beneficially owned by affiliates of Dr. Malone, representing, at that time, in the aggregate an approximate 14.5% voting interest in Starz, were exchanged for 4,967,695 Lions Gate common shares, representing, at that time, approximately 3.4% of the outstanding Lions Gate common shares, and which provided for such affiliates of Dr. Malone to retain a voting proxy over the shares of Starz common stock sold to Lions Gate on generally all matters submitted to Starz stockholders, other than stock issuances or a proposal relating to a business combination of Starz.

Q:

What is the amendment to the investor rights agreement?

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A:

On November 10, 2015, Lions Gate entered into an investor rights agreement (which we refer to as the “investor rights agreement”) with Liberty Global plc (which we refer to as “LGP”), Discovery Communications, Inc. (which we refer to as “Discovery”), MHR Fund Management, LLC (which we refer to as “MHR”) and certain of their respective affiliates, pursuant to which, among other things, Lions Gate granted LGP, Discovery and MHR preemptive rights of first offer with respect to the issuance of New Issue Securities (as defined in the investor rights agreement) for cash consideration (which we refer to as “preemptive rights”).

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Concurrently with the execution of the merger agreement, on June 30, 2016, Lions Gate and the other parties to the investor rights agreement entered into an amendment to the investor rights agreement (which we refer to as the “amendment to the investor rights agreement”), pursuant to which Lions Gate agreed to seek the approval of its stockholders for all issuances of New Issue Securities (including Lions Gate common shares, Lions Gate non-voting shares and/or Lions Gate voting shares) to LGP, Discovery and MHR in connection with their exercise of preemptive rights under the investor rights agreement during the five-year period following the receipt of such stockholder approval.

At the Lions Gate special meeting, Lions Gate shareholders will be asked to consider and vote on a proposal to approve all issuances by Lions Gate of New Issue Securities (including Lions Gate common shares, Lions Gate non-voting shares and/or Lions Gate voting shares) to LGP, Discovery and MHR in connection with their exercise of preemptive rights under the investor rights agreement during the five-year period following the receipt of such stockholder approval (which we refer to as the “Lions Gate preemptive rights proposal”).

Approval of the Lions Gate preemptive rights proposal is not a condition to the consummation of the merger. However, Lions Gate has agreed that it will not issue any New Issue Securities (including Lions Gate common shares, Lions Gate non-voting shares and/or Lions Gate voting shares) until it obtains stockholder approval for such issuance if stockholder approval would be required in order to give effect to the preemptive rights granted in the investor rights agreement.

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Copies of the investor rights agreement and the amendment to the investor rights agreement are attached as Annexes H and I, respectively, to this joint proxy statement/prospectus.

Q:

Why am I receiving this joint proxy statement/prospectus?

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A:

The merger cannot be completed, unless, among other things:

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the holders of Lions Gate common shares vote to approve each of the four Lions Gate reclassification proposals;

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the holders of Lions Gate common shares vote to approve the Lions Gate merger issuance proposal; and

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the holders of Starz common stock vote to approve a proposal to approve the adoption of the merger agreement and the transactions contemplated thereby, including, without limitation, the merger (which we refer to as the “Starz merger proposal”).

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Each of Lions Gate and Starz will hold separate special meetings of their stockholders to obtain these approvals, as applicable, and approvals for other related proposals as described herein.

Q:

Why is Lions Gate proposing the Lions Gate reclassification, the Lions Gate merger issuance and the other proposals?

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A:

Among other reasons, the Lions Gate board of directors approved the merger agreement and recommended the approval of each of the Lions Gate reclassification proposals, the Lions Gate merger issuance proposal, the Lions Gate exchange issuance proposal, the Lions Gate preemptive rights proposal and the Lions Gate indemnity proposal, based on a number of strategic and financial benefits.

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Specifically, the Lions Gate board of directors is recommending the approval of:

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the four Lions Gate reclassification proposals for reasons including its expectation that the reclassification will (1) allow Lions Gate to better mitigate future potential voting dilution by providing an attractive currency to use for acquisitions that will be free of the voting dilution currently associated with issuances of additional Lions Gate common shares; (2) enhance Lions Gate’s flexibility in structuring and executing strategic transactions; and (3) improve Lions Gate’s ability to attract and retain employees by providing flexibility in providing equity compensation tied to its business;

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the Lions Gate merger issuance proposal for reasons including that the merger is expected to generate significant revenue and cost synergies, to significantly increase the combined company’s content creation capabilities, enhance its leadership in premium scripted programming and scale its global distribution footprint across mobile, broadband, cable and satellite platforms and to pave the way for a broad range of new content partnerships and accelerate the growth of Lions Gate and Starz’s own over-the-top (which we refer to as “OTT”) services;

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the Lions Gate exchange issuance proposal for reasons including that the exchange would enable Lions Gate to purchase shares of Starz common stock from the M-B stockholders, which would increase Lions Gate’s ownership of Starz and achieve the benefits associated therewith;

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the Lions Gate preemptive rights proposal for reasons including that under the applicable NYSE rules, shareholder approval of the issuance of certain securities could be required in order for LGP, Discovery and MHR to exercise their preemptive rights under the investor rights agreement; and

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the Lions Gate indemnity proposal for reasons including to clarify the Lions Gate articles and to align the drafting more closely with that which is permitted under the Business Corporations Act (British Columbia) (which we refer to as the “BCBCA”).

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The Lions Gate board of directors also considered potential negative effects of the merger and other proposals including:

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the risk that because the exchange ratios in the merger consideration are fixed, Lions Gate cannot be certain of the market value of the merger consideration until completion of the merger;

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the possibility that the reclassification, the merger and the other transactions contemplated by the merger agreement may not be completed on the terms or timeline currently contemplated or at all, including for reasons beyond the control of Lions Gate or Starz;

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the risk that failure to complete the reclassification, the merger and the other transactions contemplated by the merger agreement could negatively affect the price of Lions Gate common shares and future business and financial results of Lions Gate;

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the ownership dilution to current Lions Gate shareholders as a result of the issuance of Lions Gate post-reclassification shares to holders of Starz common stock pursuant to the merger or of Lions Gate common shares to the M-B stockholders pursuant to the exchange; and

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the potential risk of diverting management focus and resources from operational matters and other strategic opportunities while working to implement the reclassification, the merger and the other transactions contemplated by the merger agreement.

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For more information, see “Special Factors—Lions Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the Lions Gate Board of Directors.”

Q:

Why is Starz proposing the merger?

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A:

A special committee of the Starz board of directors comprised entirely of independent and disinterested directors (which we refer to as the “Starz Special Committee”) unanimously determined that the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, are advisable and fair to, and in the best interests of, Starz and the holders of Starz Series A common stock (other than Lions Gate, Dr. Malone, and their respective affiliates). The Starz Special Committee recommended that the Starz board of directors approve the merger agreement and the transactions contemplated thereby, including, without limitation, the merger. The Starz board of directors approved and declared advisable the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, and recommends approval of the adoption thereof by Starz stockholders, in each case based on a number of strategic and financial benefits. Specifically, the Starz Special Committee and the Starz board of directors are recommending the approval of the Starz merger proposal for the following reasons, among others:

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The aggregate value and composition of the merger consideration to be received by Starz stockholders in the merger represents a significant premium on the value of the Starz common stock.

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Since a portion of the merger consideration will be paid in Lions Gate post-reclassification shares, the Starz stockholders will have the opportunity to participate in any future earnings and growth of the combined company and future appreciation in the value of such shares.

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The benefits to the combined company that could result from the merger, including an enhanced competitive position, greater financial resources, increased diversity and depth in the products offered and geographic areas served and the potential to realize certain cost savings and operational synergies, are significant.

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The merger may significantly increase the combined company’s capabilities and footprint, allowing the combined company to become both a buyer and seller of content with more points of contact with distributors, buyers and creators.

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The Starz board of directors and Starz Special Committee also considered potential negative effects of the merger and other proposals including:

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the fact that a significant portion of the merger consideration to be paid to Starz stockholders will be paid in cash and, with respect to that portion of the consideration, the Starz stockholders will not participate in the future growth of the combined company;

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the fact that the stock portion of the merger consideration to be received by Starz stockholders will consist of Lions Gate post-reclassification shares based on fixed exchange ratios and that (a) such Lions Gate post-reclassification shares have no trading history and (b) the value of the stock portion of the merger consideration may decline either before or after the Starz special meeting and there will be no adjustment to the exchange ratio, thereby exposing the Starz stockholders to the risks of an equity investment;

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the fact that approximately 93.1% of the Lions Gate post-reclassification shares to be received by Starz stockholders will be non-voting shares such that, while former Starz stockholders will own approximately 31.2% of the assumed outstanding shares of Lions Gate, these shares will represent only 5.9% of the assumed voting power of Lions Gate, and that the holders of Starz Series A common stock (which is voting stock) will only receive Lions Gate non-voting shares pursuant to the merger;

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the fact that the merger agreement precludes Starz from actively soliciting alternative takeover proposals and Starz may not terminate the merger agreement to accept a superior proposal from a third party unless the third party makes a bona fide written alternative transaction proposal that the Starz board of directors determines (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) to be, or to be reasonably likely to lead to, a superior proposal, in which case Starz would be required to pay a termination fee of  $150 million. In addition, the Starz voting agreement and the exchange agreement could inhibit the likelihood of success of any such superior proposal; and

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the fact that, concurrently with the execution of the merger agreement, Lions Gate would be entering into the exchange agreement with the M-B stockholders, and that if the merger agreement were terminated for certain specified reasons, the exchange would enable Lions Gate to purchase shares of Starz common stock from the M-B stockholders, which would result in Lions Gate owning more than 50% of the outstanding voting power of Starz. See “—Agreements with Shareholders of Lions Gate and Stockholders of Starz—The Exchange Agreement.”

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For more information, see “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.”

Q:

Why are the Articles of Lions Gate proposed to be amended in the Lions Gate indemnity proposal?

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A:

The Articles of Lions Gate are proposed to be amended to provide indemnification rights to the officers and former officers of Lions Gate as are currently provided to the directors and former directors of Lions Gate and as permitted under the Business Corporations Act (British Columbia).

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Q:

When and where will the special meetings be held?

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The Lions Gate special meeting will be held at Lions Gate’s offices at 2700 Colorado Avenue, Santa Monica CA 90404, on December 7, 2016, at 10:00 a.m., local time. The Starz special meeting will be held at the corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, on December 7, 2016, at 10:00 am local time.

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Q:

How do I vote?

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Lions Gate.   If you are a holder of record of Lions Gate common shares as of the record date for the Lions Gate special meeting, you may vote by:

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accessing the Internet website specified on your proxy card;

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calling the toll-free number specified on your proxy card; or

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signing and returning the enclosed proxy card in the postage-paid envelope provided.

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If you hold Lions Gate common shares in the name of a broker, bank or nominee, please follow the voting instructions provided by your broker, bank or nominee to ensure that your shares are represented at the Lions Gate special meeting.

Starz.   If you are a holder of record of Starz common stock as of the record date for the Starz special meeting, you may vote on the applicable proposals by:

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accessing the Internet website specified on your proxy card;

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calling the toll-free number specified on your proxy card;

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signing and returning the enclosed proxy card in the postage-paid envelope provided; or

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voting in person or by proxy at the Starz special meeting.

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If you hold shares of Starz common stock in the name of a broker, bank or nominee, please follow the voting instructions provided by your broker, bank or nominee to ensure that your shares are represented at your special meeting.

Q:

What am I being asked to vote upon?

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Lions Gate.   Lions Gate shareholders are being asked to vote to approve the four Lions Gate reclassification proposals, to approve the Lions Gate merger issuance proposal, to approve the Lions Gate exchange issuance proposal, to approve the Lions Gate preemptive rights proposal, to approve the Lions Gate indemnity proposal and to approve a proposal to adjourn the Lions Gate special meeting, if necessary or appropriate, to solicit additional proxies in favor of the four Lions Gate reclassification proposals and the Lions Gate merger issuance proposal, if there are insufficient votes at the time of such adjournment to approve such proposals (which we refer to as the “Lions Gate adjournment proposal”).

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Starz.   Holders of Starz common stock are being asked to vote to approve the Starz merger proposal, to approve the Starz compensation proposal and to approve a proposal to adjourn 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 (which we refer to as the “Starz adjournment proposal”).

The merger cannot be completed without the approval by Lions Gate shareholders of each of the Lions Gate reclassification proposals and the Lions Gate merger issuance proposal and the approval by holders of Starz common stock, voting together as a single class, of the Starz merger proposal. The completion of the merger is not conditioned on the Lions Gate preemptive rights proposal, the Lions Gate exchange issuance proposal, the Lions Gate adjournment proposal, the Starz compensation proposal or the Starz adjournment proposal.

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.

Q:

What vote is required to approve each proposal, and how does this compare to the percentage of the outstanding shares entitled to vote held by the respective directors, executive officers and their affiliates of Lions Gate and Starz?

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Lions Gate.

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Each of the Lions Gate reclassification proposals requires the affirmative vote of the holders of a two-thirds majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present.

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The Lions Gate merger issuance proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present.

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The Lions Gate exchange issuance proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present.

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The Lions Gate preemptive rights proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present.

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The Lions Gate indemnity proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, assuming a quorum is present.

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The Lions Gate adjournment proposal requires the affirmative vote of the majority of the votes cast by holders of Lions Gate common shares at the Lions Gate special meeting, whether or not a quorum is present.

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For comparison, on the record date, approximately 30.8% of the outstanding Lions Gate common shares were held by Lions Gate directors and executive officers and their affiliates.

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Starz.

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The Starz merger proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Starz Series A common stock and Series B common stock, voting together as a single class.

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The Starz compensation proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Starz Series A common stock and Starz Series B common stock, voting together as a single class, present in person or represented by proxy at the meeting and entitled to vote thereon, assuming a quorum is present.

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The Starz adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Starz Series A common stock and Starz Series B common stock, voting together as a single class, present in person or represented by proxy at the meeting and entitled to vote thereon, assuming a quorum is present. If a quorum is not present at the Starz special meeting, the chair of the Starz special meeting may adjourn the Starz special meeting in his sole discretion.

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For comparison, on the record date, approximately 2.3% of the outstanding shares of Starz common stock, representing 1.2% of the aggregate voting power of the outstanding shares of Starz common stock, were held by Starz directors and executive officers and their affiliates.

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Q:

Is the merger structured so that approval of at least a majority of unaffiliated security holders of Starz is required?

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No. The merger is not structured so that the approval of at least a majority of unaffiliated security holders of Starz is required.

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Q:

How do the boards of directors of Lions Gate and Starz recommend that I vote?

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Lions Gate.   The Lions Gate board of directors recommends that holders of Lions Gate common shares vote “FOR” each of the Lions Gate reclassification proposals, “FOR” the Lions Gate merger issuance proposal, “FOR” the Lions Gate exchange issuance proposal, “FOR” the Lions Gate preemptive rights proposal, “FOR” the Lions Gate indemnity proposal and “FOR” the Lions Gate adjournment proposal.

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Starz.   The Starz board of directors recommends that holders of Starz Series A common stock and Starz Series B common stock vote “FOR” the Starz merger proposal, “FOR” the Starz compensation proposal and “FOR” the Starz adjournment proposal.

Q:

Do the directors and officers of Lions Gate and Starz have any interests that may differ from the interests of other stockholders?

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A:

Yes, certain of the directors and executive officers of Lions Gate have interests relating to the merger or the merger agreement that are different from other Lions Gate shareholders. Some of these interests include:

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•

Dr. Malone is a director of Lions Gate and beneficial owner of  (i) 3.3% of the outstanding Lions Gate common shares outstanding as to the record date for the Lions Gate and Starz special meetings, (ii) 33.3% of the aggregate voting power represented by the Starz common stock outstanding as to the record date for the Lions Gate and Starz special meetings (including 0.1% of the outstanding shares of Starz Series A common stock and 62.8% of the outstanding shares of Starz Series B common stock and excluding the shares of Starz common stock beneficially owned by Lions Gate over which Dr. Malone holds an irrevocable proxy, subject to certain exceptions, which shares, if included, would increase Dr. Malone’s aggregate voting power to 48.3%), (iii) 24.7% of the aggregate voting power represented by the LGP common stock outstanding as of July 31, 2016 (including 1.7% of the outstanding shares of the Liberty Global Class A ordinary shares, 3.1% of the outstanding shares of the LiLAC Class A ordinary shares, 81.3% of the outstanding shares of Liberty Global Class B ordinary shares, 81.3% of the outstanding shares of the LiLAC Class B ordinary shares, 3.0% of the outstanding shares of Liberty Global Class C ordinary shares and 4.5% of the outstanding shares of the LiLAC Class C ordinary shares) and (iv) 28.8% of the aggregate voting power in the election of common stock directors and 21.7% of the aggregate voting power in matters other than the election of directors represented by the Discovery common stock outstanding as of October 26, 2016 (including 0.4% of the outstanding shares of Discovery Series A common stock, 94.5% of the outstanding shares of Discovery Series B common stock and 5.8% of the outstanding shares of Discovery Series C common stock). Dr. Malone is a party to the exchange agreement and the Starz voting agreement, and is entitled to certain expense reimbursement and indemnification from Lions Gate thereunder. Dr. Malone did not attend any meetings of, or abstained from discussions and votes of, the Lions Gate board of directors on all matters related to the transaction agreements, and the transactions contemplated thereby.

​

•

Michael T. Fries is a director of Lions Gate and the President and Chief Executive Officer of LGP. As of the record date for the Lions Gate and Starz special meetings, LGP beneficially owned 3.4% of the outstanding Lions Gate common shares. LGP is party to the investor rights agreement (as amended), the standstill agreement (as amended) and a registration rights agreement with Lions Gate. LGP is a party to the LGP voting agreement, and LGP and its representatives are entitled to certain indemnification thereunder. Mr. Fries abstained from discussions and votes of the Lions Gate board of directors on the LGP voting agreement, the amendment to the investor rights agreement and the amendment to the standstill agreement, and the transactions contemplated thereby.

​

•

David M. Zaslav is a director of Lions Gate and the President and Chief Executive Officer of Discovery. As of the record date for the Lions Gate and Starz special meetings, Discovery beneficially owned 3.4% of the outstanding Lions Gate common shares. Discovery is party to the investor rights agreement (as amended), the standstill agreement (as amended) and a registration rights agreement with Lions Gate. Discovery is a party to the Discovery voting agreement, and Discovery and its representatives are entitled to certain indemnification thereunder. Mr. Zaslav abstained from discussions and votes of the Lions Gate board of directors on the Discovery voting agreement, the amendment to the investor rights agreement and the amendment to the standstill agreement, and the transactions contemplated thereby.

​

9

​

•

Mark H. Rachesky, M.D. is the President and Founder of MHR and Emily Fine is a principal at MHR. As of the record date for the Lions Gate and Starz special meetings, MHR beneficially owned 20.4% of the outstanding Lions Gate common shares. MHR is party to the investor rights agreement (as amended), the standstill agreement (as amended) and a registration rights agreement with Lions Gate. MHR is a party to the MHR voting agreement, and MHR and its representatives are entitled to certain expense reimbursement and indemnification thereunder. Dr. Rachesky and Ms. Fine each abstained from discussions and votes of the Lions Gate board of directors on the MHR voting agreement, the amendment to the investor rights agreement and the amendment to the standstill agreement, and the transactions contemplated thereby.

​

For a more detailed discussion of these interests, see “Special Factors—Interests of Lions Gate Directors and Executive Officers in the Merger and Other Proposals.”

In addition, certain of the directors and executive officers of Starz have interests relating to the merger or the merger agreement that are different from other Starz stockholders. Some of these interests include:

•

Gregory Maffei is the Chairman of the board of directors of Starz. Mr. Maffei is a director and the President and Chief Executive Officer of each of Liberty Media, Liberty Interactive Corporation and Liberty Broadband Corporation, which are all entities for which Dr. Malone serves as Chairman of the board of directors and in which Dr. Malone beneficially owns 47.6%, 36.4% and 47.0% of the aggregate voting power, respectively, in each case outstanding as of July 31, 2016.

​

•

Charles Y. Tanabe is a director of Starz. Mr. Tanabe previously served as the General Counsel of each of Liberty Media and Liberty Interactive Corporation, which are both entities for which Dr. Malone serves as Chairman of the board of directors and in which Dr. Malone beneficially owns 47.6% and 36.4% of the aggregate voting power, respectively, in each case outstanding as of July 31, 2016.

​

•

Daniel E. Sanchez is a director of Starz and is Dr. Malone’s nephew.

​

For a more detailed discussion of these interests, see “Special Factors—Interests of Starz Directors and Executive Officers in the Merger.”

Q:

Have a majority of directors who are not employees of Starz retained an unaffiliated representative to act solely on behalf of unaffiliated security holders of Starz for purposes of negotiating the terms of the merger and/or preparing a report concerning the fairness of the merger?

​

A:

As described more fully in the section entitled “Special Factors—Background of the Merger,” the Starz Special Committee, which consists entirely of independent and disinterested directors, was formed for the purpose of evaluating and reviewing any proposed transaction among one or more of Starz, Lions Gate and Dr. Malone, and, ultimately, recommending or recommending against any such transaction. The Starz Special Committee retained Raine Securities LLC as its financial advisor, and for purposes of preparing a report as to the fairness of the merger. For a description of this report, see “Special Factors—Opinions of Starz’s Financial Advisors—Opinion of Raine Securities LLC.” Except as described above, a majority of directors who are not employees of Starz did not retain any unaffiliated representative to act solely on behalf of unaffiliated security holders of Starz, including for purposes of negotiating the terms of the merger.

​

Q:

How many votes do I have?

​

A:

Lions Gate.   You are entitled to one vote for each Lions Gate common share that you held of record as of the close of business on the record date.

​

Starz.   You are entitled to one vote for each share of Starz Series A common stock and ten votes for each share of Starz Series B common stock that you held of record as of the close of business on the record date.

10

​

Q:

What constitutes a quorum?

​

A:

Lions Gate.   The presence at the Lions Gate special meeting, in person or by proxy, of at least two holders of the Lions Gate common shares outstanding on the record date for the Lions Gate special meeting, who, in the aggregate, hold at least 10% of the issued Lions Gate common shares entitled to vote at the Lions Gate special meeting, will constitute a quorum. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) will each be counted as present for purposes of determining the presence of a quorum.

​

Starz.   The holders of a majority in total voting power of the outstanding shares of Starz common stock entitled to vote at the special meeting present in person or represented by proxy constitute a quorum at the special meeting. For purposes of determining a quorum, your shares will be included as represented at the meeting even if your proxy indicates that you abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares will not be treated as present for purposes of determining the presence of a quorum.

Q:

Have any Starz stockholders agreed to vote their shares in favor of any of the Starz proposals?

​

A:

Yes. In connection with the merger agreement, on June 30, 2016, Lions Gate and Starz entered into a voting agreement (which we refer to as the “Starz voting agreement”) with affiliates of Lions Gate, Dr. Malone, Mrs. Malone and Mr. Bennett (which we refer to collectively as the “Starz voting agreement stockholders”) with respect to their shares of Starz common stock. As of the record date for the Starz special meeting, the Starz voting agreement stockholders collectively beneficially owned approximately 2.6% of the outstanding shares of Starz Series A common stock and 95.9% of the outstanding shares of Starz Series B common stock (collectively representing, in the aggregate, approximately 52.0% of the total voting power represented by the Starz common stock).

​

Pursuant to the Starz voting agreement, the Starz voting agreement stockholders agreed, among other things and subject to certain conditions, to, at any meeting of stockholders of Starz called to vote upon the merger, vote shares of Starz constituting an aggregate of 33.53% of the voting power of Starz common stock in favor of the merger, and to vote the pro rata portion of the excess of such stockholders’ shares of Starz common stock over such 33.53% limit in proportion to the votes of all Starz stockholders voting other than the Starz voting agreement stockholders. Based on these arrangements, as of the record date for the Starz special meeting, the affirmative vote of the holders of an additional 11.9% of the aggregate voting power of the outstanding shares of Starz common stock is required in order to approve the Starz merger proposal.

For a discussion of the Starz voting agreement, see the section entitled “Special Factors—Agreements with Shareholders of Lions Gate and Stockholders of Starz—The Starz Voting Agreement.” A copy of the Starz voting agreement is attached as Annex F to this joint proxy statement/prospectus.

Q:

Have any Lions Gate shareholders agreed to vote their shares in favor of any of the Lions Gate proposals?

​

A:

Yes. In connection with the merger agreement, on June 30, 2016, Lions Gate, Starz and certain shareholders of Lions Gate, including LGP, Discovery, Dr. Malone and MHR, in each case together with certain of their respective affiliates (which we refer to, collectively, as the “Lions Gate voting agreement shareholders”), entered into a series of voting agreements with respect to such stockholders’ Lions Gate common shares (which we refer to as the “LGP voting agreement,” the “Discovery voting agreement,” the “Malone voting agreement” and the “MHR voting agreement,” as applicable, and collectively as the “Lions Gate voting agreements”). As of the record date for the Lions Gate special meeting, the Lions Gate voting agreement shareholders collectively beneficially owned approximately 30.5% of the outstanding Lions Gate common shares.

​

Pursuant to the Lions Gate voting agreements, the Lions Gate voting agreement shareholders agreed, among other things and subject to certain conditions, to, at any meeting of shareholders of Lions Gate called to vote upon each of the Lions Gate reclassification proposals, the Lions Gate merger issuance

11

proposal or the Lions Gate exchange issuance proposal, vote all shares set forth on Schedule A thereto in favor of such proposals, and to vote against certain other matters, including any proposal for an alternative transaction involving Lions Gate, and actions which would reasonably be expected to result in a breach of the merger agreement or adversely affect the consummation of the transactions contemplated by the merger agreement, so long as such obligations had not terminated in accordance with the terms set forth therein.

For a discussion of the Lions Gate voting agreements, see the section entitled “Special Factors—Agreements with Shareholders of Lions Gate and Stockholders of Starz—The Lions Gate voting agreements.” Copies of the LGP voting agreement, the Discovery voting agreement, the Malone voting agreement and the MHR voting agreement are attached as Annexes E-1 to E-4, respectively, to this joint proxy statement/prospectus.

Q:

If my Lions Gate common shares or shares of Starz common stock are held in “street name” by my broker, will my broker vote my shares for me?

​

A:

If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in “street name”), you must provide the record holder of your shares with instructions on how to vote your shares. Brokers who hold Lions Gate common shares or shares of Starz common stock on behalf of their customers may not give a proxy to Lions Gate or Starz to vote those shares without specific instructions from their customers. Please follow the voting instructions provided by your broker, bank or nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Lions Gate or Starz or by voting in person at either special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee.

​

Q:

What will happen if I fail to instruct my broker, bank or nominee how to vote?

​

A:

Lions Gate.   If you are a Lions Gate shareholder and you do not instruct your broker, bank or nominee on how to vote your shares of common stock, your broker may not vote your shares on any of the Lions Gate proposals at the Lions Gate special meeting. This will have no effect on the Lions Gate reclassification proposals, the Lions Gate merger issuance proposal, the Lions Gate exchange issuance proposal, the Lions Gate preemptive rights proposal, assuming a quorum is present, or the Lions Gate adjournment proposal.

​

Starz.   If you are a Starz stockholder and you fail to instruct your broker, bank or nominee to vote your shares of Starz common stock, as applicable, your broker may not vote your shares on the Starz merger proposal, the Starz compensation proposal or the Starz adjournment proposal. This will have the same effect as a vote against the Starz merger proposal, but it will have no effect on the Starz compensation proposal, assuming a quorum is present, or the Starz adjournment proposal, assuming a quorum is present.

Q:

What will happen if I fail to vote or I abstain from voting?

​

A:

Lions Gate.   If you are a Lions Gate shareholder and you fail to vote or abstain from voting (whether or not you attend the Lions Gate special meeting), it will have no effect on each of the Lions Gate reclassification proposals, the Lions Gate merger issuance proposal, the Lions Gate exchange issuance proposal, the Lions Gate preemptive rights proposal, the Lions Gate indemnity proposal, assuming a quorum is present, or the Lions Gate adjournment proposal.

​

Starz.   If you are a Starz stockholder and (a) fail to vote, it will have the same effect as a vote against the Starz merger proposal, but it will have no effect on the Starz compensation proposal, assuming a quorum is present, or the Starz adjournment proposal, assuming a quorum is present, or (b) abstain from voting, it will have the same effect as a vote against the Starz merger proposal, the Starz compensation proposal, and the Starz adjournment proposal.

Q:

What if I return my proxy card without indicating how to vote?

​

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, your Lions Gate common shares or Starz common stock will be voted in accordance with the recommendation of the Lions Gate board of directors or Starz board of directors, as applicable, with respect to such proposal.

​

12

​

Q:

Can I change my vote after I have returned a proxy or voting instruction card?

​

A:

Lions Gate:   Yes. Even after you have submitted your proxy, you may change your vote by depositing a duly executed proxy bearing a later date. If you are a stockholder of record, you may also revoke a previously deposited proxy (a) by an instrument in writing that is received by or at the Lions Gate special meeting prior to the closing of the polls, (b) by an instrument in writing provided to the chair of the Lions Gate special meeting at the Lions Gate special meeting or any adjournment thereof or (c) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the Lions Gate special meeting in person and so request, although attendance at the Lions Gate special meeting will not by itself revoke a previously granted proxy.

​

Starz:   Even after you have submitted your proxy, you may change your vote by depositing a duly executed proxy bearing a later date. You may also change your vote at the special meeting. In particular, if you are a stockholder of record, you may revoke a previously deposited proxy (a) by an instrument in writing that is received by or at the Starz special meeting prior to the closing of the polls, (b) by an instrument in writing provided to the chair of the Starz special meeting at the Starz special meeting or any adjournment or postponement thereof, (c) by voting in person at the special meeting or (d) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the Starz special meeting in person and so request, although attendance at the Starz special meeting will not by itself revoke a previously granted proxy.

If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.

Q:

Are there any unique Canadian tax considerations that I should be aware of in obtaining shares of a Canadian company?

​

A:

See the section entitled “Certain Tax Consequences of the Transactions—Material Canadian Federal Income Tax Consequences.”

​

Q:

What are the U.S. federal income tax consequences of the merger to Starz stockholders?

​

A:

The receipt of merger consideration in exchange for Starz common stock pursuant to the merger will be treated as a taxable transaction for U.S. federal income tax purposes. A U.S. holder (as defined under “Certain Tax Consequences of the Transactions—Material U.S. Federal Income Tax Consequences”) of Starz common stock will generally recognize taxable gain or loss equal to the difference between (a) the sum of the fair market value of the Lions Gate post-reclassification shares and the amount of cash (including any cash received in lieu of fractional Lions Gate post-reclassification shares) received in the merger and (b) the U.S. holder’s adjusted tax basis in the shares of Starz common stock surrendered in exchange therefor.

​

In certain circumstances, if Section 304 of the Internal Revenue Code of 1986, as amended (the “Code”), applies to the merger, a holder of Starz common stock that also owns, directly or constructively, Lions Gate post-reclassification shares immediately prior to the merger could be treated as receiving a dividend in an amount up to the fair market value of the total consideration received by such holder in the merger, regardless of such holder’s gain or loss on its Starz common stock. As a result of the potential application of Section 304 of the Code to the merger, non-U.S. holders (as defined under “Certain Tax Consequences of the Transactions—Material U.S. Federal Income Tax Consequences”) of Starz common stock may be subject to U.S. withholding tax with respect to any consideration received in the merger.

Holders of Starz common stock should read the section entitled “Certain Tax Consequences of the Transactions—Material U.S. Federal Income Tax Consequences” for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to a particular holder of Starz common stock will depend on such holder’s particular facts and circumstances. Holders of Starz common stock should consult their own tax advisors to determine the specific tax consequences to them of the merger.

13

​

Q:

What are the U.S. federal income tax consequences of the reclassification to Lions Gate shareholders?

​

A:

Lions Gate shareholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the reclassification.

​

Holders of Lions Gate common shares should read the section entitled “Certain Tax Consequences of the Transactions—Material U.S. Federal Income Tax Consequences” for a more detailed discussion of the material U.S. federal income tax consequences of the reclassification. Tax matters can be complicated, and the tax consequences of the reclassification to a particular holder of Lions Gate common shares will depend on such holder’s particular facts and circumstances. Holders of Lions Gate common shares should consult their own tax advisors to determine the specific tax consequences to them of the reclassification.

Q:

What will happen to my Starz stock options and other stock-based awards?

​

A:

Stock Options.   At the effective time of the merger (which we refer to as the “effective time”), 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” (defined below), 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.

​

Restricted Stock Unit Awards.   At the effective time, 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.

Restricted Stock Awards.   At the effective time, 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.

Equity Award Exchange Ratio.   The “equity award exchange ratio” means the sum of  (a) 0.6784 Lions Gate non-voting shares plus (b) the quotient (rounded to four decimal places) obtained by dividing (i) $18.00 by (ii) the volume weighted average closing price per Lions Gate non-voting share in the “when issued” market on the NYSE for the five consecutive trading days ending on and including the last trading day preceding the closing date of the merger, or, if Lions Gate non-voting shares have not begun trading prior to the closing date of the merger, the volume weighted average trading price per share of Lions Gate non-voting shares on the first full trading day on which Lions Gate non-voting shares trade in the regular way.

Q:

Are there any conditions to closing of the merger that must be satisfied for the merger to be completed?

​

A:

Yes. In addition to the approvals of the stockholders of each of Lions Gate and Starz described herein, there are a number of conditions that must be satisfied or waived for the merger to be consummated, including completion of the reclassification, expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which we refer to as the “HSR Act”), and German competition laws, receipt of Federal Communications Commission (which we refer to as the “FCC”) approval, the registration of the shares of the Lions

​

14

Gate voting shares and Lions Gate non-voting shares being issued to holders of Starz Series A common stock and Starz Series B common stock in the merger, authorization of the Lions Gate voting shares and the Lions Gate non-voting shares for listing on the NYSE and other customary closing conditions.

For more information, see “Special Factors—The Merger Agreement—Conditions to Completion of the Merger.”

Q:

When do you expect the merger to be completed?

​

A:

Lions Gate and Starz are working to complete the merger in the fourth quarter of calendar year 2016. However, the merger is subject to various conditions, and it is possible that factors outside the control of Lions Gate and Starz could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time between the respective Lions Gate special meeting and Starz special meeting and the completion of the merger.

​

Q:

Are Lions Gate shareholders and Starz stockholders entitled to appraisal rights in connection with the merger, the reclassification or the exchange?

​

A:

Lions Gate.   No. Under British Columbia law, holders of Lions Gate common shares do not have the right to receive the appraised value of their shares in connection with the merger, the reclassification or the exchange. For more information regarding appraisal rights, see the section entitled “Special Factors—Appraisal Rights.”

​

Starz.   Yes. Starz stockholders are entitled to appraisal rights pursuant to Section 262 of the DGCL in connection with the merger (but not the exchange or the reclassification), provided they follow the procedures and satisfy the conditions set forth in Section 262 of the DGCL. For more information regarding appraisal rights, see the section entitled “Special Factors—Appraisal Rights.” A copy of Section 262 of the DGCL is attached as Annex J to this joint proxy statement/prospectus. Failure to strictly comply with Section 262 of the DGCL will result in the loss of appraisal rights under Delaware law. Due to the complexity of the provisions of Section 262 of the DGCL, any Starz stockholder considering exercising its appraisal rights under Section 262 of the DGCL is urged to consult his, her or its own legal advisor.

Any holder of Starz common stock wishing to exercise the right to demand an appraisal under Section 262 of the DGCL must satisfy each of the following conditions:

•

the stockholder must not vote the stockholder’s shares of Starz common stock in favor of the adoption of the merger agreement;

​

•

as more fully described below, the stockholder must deliver to Starz a written demand for appraisal of the stockholder’s shares before the vote on the adoption of the merger agreement at the Starz special meeting;

​

•

the stockholder must hold the stockholder’s shares of Starz common stock, either of record or beneficially, on the date of the making of the demand for appraisal and must continuously hold the shares from the date of the making of the demand through the effective date of the merger; and

​

•

the stockholder or the surviving company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the effective time of the merger. The surviving company is under no obligation to file any such petition in the Delaware Court of Chancery and has no intention of doing so. Accordingly, it is the obligation of the stockholder to initiate all necessary action to perfect his, her or its appraisal rights in respect of shares of the Starz common stock within the time prescribed in Section 262 of the DGCL.

​

A stockholder who elects to exercise appraisal rights in accordance with Section 262 of the DGCL must mail or deliver a written demand to: 8900 Liberty Circle, Englewood, Colorado 80112, Attention: Corporate Secretary. Such written demand must be delivered to and received by Starz before the vote on the adoption of the merger agreement at the Starz special meeting. For more information regarding appraisal rights, including the procedure for exercising appraisal rights, see the section entitled “Special Factors—Appraisal Rights.”

15

​

Q:

What do I need to do now?

​

A:

Carefully read and consider the information contained in and incorporated by reference into this joint proxy statement/prospectus, including its annexes.

​

In order for your shares to be voted at the Lions Gate special meeting or the Starz special meeting:

•

you can attend the applicable special meeting in person;

​

•

you can vote through the Internet or by telephone by following the instructions included on your proxy card; or

​

•

you can indicate on the enclosed proxy or voting instruction card how you would like to vote and return the card in the accompanying postage-paid envelope.

​

Q:

Do I need to do anything with my share certificates now?

​

A:

Lions Gate.   No. You should not submit your Lions Gate share certificates at this time. After the reclassification is completed, if you held certificates representing Lions Gate common shares immediately prior to the effective time of the reclassification, the exchange agent will send you a letter of transmittal and instructions for exchanging each of your Lions Gate common shares in the reclassification for 0.5 newly issued Lions Gate voting shares and 0.5 newly issued Lions Gate non-voting shares. Upon surrender of the certificates for cancellation along with the executed letter of transmittal and other required documents described in the instructions, a holder of Lions Gate common shares will receive the Lions Gate voting shares and Lions Gate non-voting shares into which such Lions Gate common shares will be converted pursuant to the reclassification.

​

Holders of Lions Gate common shares in book-entry form immediately prior to the effective time of the reclassification will not need to take any action to receive the Lions Gate voting shares and Lions Gate non-voting shares into which such Lions Gate common shares will be converted pursuant to the reclassification.

Starz.   No. You should not submit your Starz share certificates at this time. After the merger is completed, if you held certificates representing Starz common stock immediately prior to the effective time of the merger, CST Trust Company, the exchange agent for Lions Gate (which we refer to as the “exchange agent”), will send you a letter of transmittal and instructions for exchanging your shares of Starz common stock for the merger consideration. Upon surrender of the certificates for cancellation along with the executed letter of transmittal and other required documents described in the instructions, a holder of shares of Starz common stock will receive the merger consideration.

Holders of shares of Starz common stock in book-entry form immediately prior to the effective time of the merger will not need to take any action to receive the merger consideration.

Q:

Do I need identification to attend the Lions Gate or Starz special meetings in person?

​

A:

Yes. Please bring proper identification, together with proof that you are a record owner of Lions Gate common shares or Starz common stock, as applicable, as of the applicable record date. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned Lions Gate common shares or Starz common stock, as applicable, on the applicable record date.

​

Q:

Who can help answer my questions?

​

A:

Lions Gate shareholders or Starz stockholders who have questions about the merger or the other matters to be voted on at the special meetings or who desire additional copies of this joint proxy statement/prospectus or additional proxy or voting instruction cards should contact:

​

16

17

18

​

​

​

Lions Gate common shares

​

​

Starz Series A common stock

​

​

Starz Series B common stock

​

Date

​

​

High

​

​

Low

​

​

Close

​

​

High

​

​

Low

​

​

Close

​

​

High

​

​

Low

​

​

Close

​

June 29, 2016

​

​

​

$

21.11

​

​

​

​

$

20.16

​

​

​

​

$

20.94

​

​

​

​

$

28.36

​

​

​

​

$

26.94

​

​

​

​

$

28.25

​

​

​

​

$

27.97

​

​

​

​

$

27.63

​

​

​

​

$

27.97

​

​

November 1, 2016(1)

​

​

​

$

20.39

​

​

​

​

$

19.94

​

​

​

​

$

20.15

​

​

​

​

$

31.50

​

​

​

​

$

31.12

​

​

​

​

$

31.40

​

​

​

​

$

32.45

​

​

​

​

$

32.45

​

​

​

​

$

32.45

​

​

19

20

21

22

23

24

​

25

​

26

27

28

29

30

31

32

33

34

​

​

​

Three Months Ended June 30,

​

​

Year Ended March 31,

​

​

​

​

2016

​

​

2015

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(Amounts in millions, except per share amounts)

​

Statement of Operations Data:

​

​

​

​

​

​

​

​

Revenues

​

​

​

$

553.6

​

​

​

​

$

408.9

​

​

​

​

$

2,347.4

​

​

​

​

$

2,399.6

​

​

​

​

$

2,630.3

​

​

​

​

$

2,708.1

​

​

​

​

$

1,587.6

​

​

Expenses:

​

​

​

​

​

​

​

​

Direct operating

​

​

​

​

366.3

​

​

​

​

​

230.3

​

​

​

​

​

1,415.3

​

​

​

​

​

1,315.8

​

​

​

​

​

1,369.4

​

​

​

​

​

1,390.6

​

​

​

​

​

908.4

​

​

Distribution and marketing

​

​

​

​

125.0

​

​

​

​

​

71.9

​

​

​

​

​

661.8

​

​

​

​

​

591.5

​

​

​

​

​

739.5

​

​

​

​

​

817.9

​

​

​

​

​

483.5

​

​

General and administration

​

​

​

​

78.7

​

​

​

​

​

60.7

​

​

​

​

​

282.2

​

​

​

​

​

263.5

​

​

​

​

​

254.9

​

​

​

​

​

218.3

​

​

​

​

​

168.9

​

​

Gain on sale of asset disposal group

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(11.0)

​

​

Depreciation and amortization

​

​

​

​

5.6

​

​

​

​

​

1.8

​

​

​

​

​

13.1

​

​

​

​

​

6.6

​

​

​

​

​

6.5

​

​

​

​

​

8.3

​

​

​

​

​

4.3

​

​

Total expenses

​

​

​

​

575.6

​

​

​

​

​

364.8

​

​

​

​

​

2,372.4

​

​

​

​

​

2,177.4

​

​

​

​

​

2,370.3

​

​

​

​

​

2,435.1

​

​

​

​

​

1,554.1

​

​

Operating income (loss)

​

​

​

​

(22.0)

​

​

​

​

​

44.2

​

​

​

​

​

(25.0)

​

​

​

​

​

222.3

​

​

​

​

​

259.9

​

​

​

​

​

273.1

​

​

​

​

​

33.5

​

​

Other expenses (income):

​

​

​

​

​

​

​

​

Interest expense

​

​

​

​

​

​

​

​

Cash interest

​

​

​

​

12.9

​

​

​

​

​

10.4

​

​

​

​

​

45.7

​

​

​

​

​

39.7

​

​

​

​

​

49.0

​

​

​

​

​

75.3

​

​

​

​

​

62.4

​

​

Amortization of debt discount and deferred financing costs

​

​

​

​

2.3

​

​

​

​

​

2.3

​

​

​

​

​

9.2

​

​

​

​

​

12.8

​

​

​

​

​

17.2

​

​

​

​

​

18.3

​

​

​

​

​

15.7

​

​

Total interest expense

​

​

​

​

15.2

​

​

​

​

​

12.6

​

​

​

​

​

54.9

​

​

​

​

​

52.5

​

​

​

​

​

66.2

​

​

​

​

​

93.6

​

​

​

​

​

78.1

​

​

Interest and other income

​

​

​

​

(0.9)

​

​

​

​

​

(0.6)

​

​

​

​

​

(1.9)

​

​

​

​

​

(2.8)

​

​

​

​

​

(6.0)

​

​

​

​

​

(4.0)

​

​

​

​

​

(2.8)

​

​

Loss on extinguishment of debt

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

11.7

​

​

​

​

​

39.6

​

​

​

​

​

24.1

​

​

​

​

​

1.0

​

​

Total other expenses, net

​

​

​

​

14.3

​

​

​

​

​

12.0

​

​

​

​

​

53.0

​

​

​

​

​

61.4

​

​

​

​

​

99.7

​

​

​

​

​

113.6

​

​

​

​

​

76.3

​

​

Income (loss) before equity interests and income taxes

​

​

​

​

(36.3)

​

​

​

​

​

32.1

​

​

​

​

​

(78.1)

​

​

​

​

​

160.9

​

​

​

​

​

160.2

​

​

​

​

​

159.4

​

​

​

​

​

(42.8)

​

​

Equity interests income (loss)

​

​

​

​

10.8

​

​

​

​

​

11.4

​

​

​

​

​

44.2

​

​

​

​

​

52.5

​

​

​

​

​

24.7

​

​

​

​

​

(3.1)

​

​

​

​

​

8.4

​

​

Income (loss) before income taxes

​

​

​

​

(25.5)

​

​

​

​

​

43.5

​

​

​

​

​

(33.8)

​

​

​

​

​

213.4

​

​

​

​

​

185.0

​

​

​

​

​

156.4

​

​

​

​

​

(34.4)

​

​

Income tax provision (benefit)

​

​

​

​

(26.3)

​

​

​

​

​

2.8

​

​

​

​

​

(76.5)

​

​

​

​

​

31.6

​

​

​

​

​

32.9

​

​

​

​

​

(75.8)

​

​

​

​

​

4.7

​

​

Net income (loss)

​

​

​

​

0.8

​

​

​

​

​

40.7

​

​

​

​

​

42.7

​

​

​

​

​

181.8

​

​

​

​

​

152.0

​

​

​

​

​

232.1

​

​

​

​

​

(39.1)

​

​

Less: Net loss attributable to noncontrolling interest

​

​

​

​

0.4

​

​

​

​

​

—

​

​

​

​

​

7.5

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net income (loss) attributable to Lions Gate Entertainment Corp. shareholders

​

​

​

$

1.3

​

​

​

​

$

40.7

​

​

​

​

$

50.2

​

​

​

​

$

181.8

​

​

​

​

$

152.0

​

​

​

​

$

232.1

​

​

​

​

$

(39.1)

​

​

Per share information attributable to Lions Gate Entertainment Corp. shareholders:

​

​

​

​

​

​

​

​

Basic net income (loss) per common share

​

​

​

$

0.01

​

​

​

​

$

0.28

​

​

​

​

$

0.34

​

​

​

​

$

1.31

​

​

​

​

$

1.11

​

​

​

​

$

1.73

​

​

​

​

$

(0.30)

​

​

Diluted net income (loss) per common share

​

​

​

$

0.01

​

​

​

​

$

0.26

​

​

​

​

$

0.33

​

​

​

​

$

1.23

​

​

​

​

$

1.04

​

​

​

​

$

1.61

​

​

​

​

$

(0.30)

​

​

Weighted average number of common shares outstanding:

​

​

​

​

​

​

​

​

Basic

​

​

​

​

147.2

​

​

​

​

​

147.6

​

​

​

​

​

148.5

​

​

​

​

​

139.0

​

​

​

​

​

137.5

​

​

​

​

​

134.5

​

​

​

​

​

132.2

​

​

Diluted

​

​

​

​

149.6

​

​

​

​

​

157.5

​

​

​

​

​

154.1

​

​

​

​

​

151.8

​

​

​

​

​

154.4

​

​

​

​

​

149.4

​

​

​

​

​

132.2

​

​

Dividends declared per common share

​

​

​

$

0.09

​

​

​

​

$

0.07

​

​

​

​

$

0.34

​

​

​

​

$

0.26

​

​

​

​

$

0.10

​

​

​

​

​

—

​

​

​

​

​

—

​

​

35

​

​

​

Three Months Ended June 30,

​

​

Year Ended March 31,

​

​

​

​

2016

​

​

2015

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(Amounts in millions, except per share amounts)

​

Balance Sheet Data (at end of period):

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

69.9

​

​

​

​

$

196.6

​

​

​

​

$

57.7

​

​

​

​

$

102.7

​

​

​

​

$

25.7

​

​

​

​

$

62.4

​

​

​

​

$

64.3

​

​

Investment in films and television programs

​

​

​

​

1,429.3

​

​

​

​

​

1,539.8

​

​

​

​

​

1,478.3

​

​

​

​

​

1,381.8

​

​

​

​

​

1,274.6

​

​

​

​

​

1,244.1

​

​

​

​

​

1,329.1

​

​

Total assets(1)

​

​

​

​

3,715.3

​

​

​

​

​

3,450.1

​

​

​

​

​

3,834.2

​

​

​

​

​

3,272.1

​

​

​

​

​

2,816.9

​

​

​

​

​

2,727.8

​

​

​

​

​

2,748.9

​

​

Corporate debt(1):

​

​

​

​

​

​

​

​

Senior revolving credit facility(1)

​

​

​

​

221.0

​

​

​

​

​

—

​

​

​

​

​

156.1

​

​

​

​

​

—

​

​

​

​

​

86.3

​

​

​

​

​

323.5

​

​

​

​

​

97.7

​

​

Other senior debt

​

​

​

​

609.9

​

​

​

​

​

605.8

​

​

​

​

​

609.0

​

​

​

​

​

580.7

​

​

​

​

​

447.8

​

​

​

​

​

414.5

​

​

​

​

​

873.4

​

​

Convertible senior subordinated notes and other financing obligations

​

​

​

​

100.6

​

​

​

​

​

98.3

​

​

​

​

​

100.0

​

​

​

​

​

114.0

​

​

​

​

​

131.6

​

​

​

​

​

86.9

​

​

​

​

​

107.9

​

​

Total liabilities(1)

​

​

​

​

2,753.4

​

​

​

​

​

2,494.1

​

​

​

​

​

2,893.4

​

​

​

​

​

2,429.8

​

​

​

​

​

2,232.4

​

​

​

​

​

2,371.3

​

​

​

​

​

2,659.1

​

​

Redeemable noncontrolling interests

​

​

​

​

91.8

​

​

​

​

​

—

​

​

​

​

​

90.5

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Total shareholders’ equity

​

​

​

​

870.1

​

​

​

​

​

956.0

​

​

​

​

​

850.3

​

​

​

​

​

842.3

​

​

​

​

​

584.5

​

​

​

​

​

356.5

​

​

​

​

​

89.8

​

​

​

36

37

​

​

​

Six Months Ended June 30,

​

​

Years Ended December 31,

​

​

​

​

2016

​

​

2015

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

2011

​

Revenue:

​

​

​

​

​

​

​

​

Programming networks and other services

​

​

​

$

784.0

​

​

​

​

$

796.1

​

​

​

​

$

1,536.7

​

​

​

​

$

1,467.5

​

​

​

​

$

1,481.0

​

​

​

​

$

1,419.1

​

​

​

​

$

1,372.1

​

​

Home video net sales

​

​

​

​

50.5

​

​

​

​

​

72.3

​

​

​

​

​

163.4

​

​

​

​

​

196.4

​

​

​

​

​

296.5

​

​

​

​

​

211.6

​

​

​

​

​

241.9

​

​

Total revenue

​

​

​

​

834.5

​

​

​

​

​

868.4

​

​

​

​

​

1,700.1

​

​

​

​

​

1,663.9

​

​

​

​

​

1,777.5

​

​

​

​

​

1,630.7

​

​

​

​

​

1,614.0

​

​

Costs and expenses:

​

​

​

​

​

​

​

​

Programming (including amortization)

​

​

​

​

298.8

​

​

​

​

​

300.5

​

​

​

​

​

655.7

​

​

​

​

​

600.6

​

​

​

​

​

633.9

​

​

​

​

​

661.9

​

​

​

​

​

651.2

​

​

Production and acquisition (including amortization)

​

​

​

​

101.3

​

​

​

​

​

106.6

​

​

​

​

​

207.1

​

​

​

​

​

178.7

​

​

​

​

​

268.6

​

​

​

​

​

192.4

​

​

​

​

​

158.8

​

​

Home video cost of sales

​

​

​

​

12.5

​

​

​

​

​

20.4

​

​

​

​

​

43.6

​

​

​

​

​

60.0

​

​

​

​

​

71.1

​

​

​

​

​

63.9

​

​

​

​

​

62.4

​

​

Operating

​

​

​

​

13.1

​

​

​

​

​

25.7

​

​

​

​

​

49.3

​

​

​

​

​

54.3

​

​

​

​

​

54.9

​

​

​

​

​

53.5

​

​

​

​

​

53.7

​

​

Selling, general and administrative

​

​

​

​

169.9

​

​

​

​

​

152.7

​

​

​

​

​

315.7

​

​

​

​

​

299.2

​

​

​

​

​

306.4

​

​

​

​

​

234.2

​

​

​

​

​

245.4

​

​

Merger related

​

​

​

​

9.5

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Depreciation and amortization

​

​

​

​

9.9

​

​

​

​

​

9.5

​

​

​

​

​

19.0

​

​

​

​

​

19.4

​

​

​

​

​

17.4

​

​

​

​

​

19.4

​

​

​

​

​

17.9

​

​

Total costs and expenses

​

​

​

​

615.0

​

​

​

​

​

615.4

​

​

​

​

​

1,290.4

​

​

​

​

​

1,212.2

​

​

​

​

​

1,352.3

​

​

​

​

​

1,225.3

​

​

​

​

​

1,189.4

​

​

Operating income

​

​

​

​

219.5

​

​

​

​

​

253.0

​

​

​

​

​

409.7

​

​

​

​

​

451.7

​

​

​

​

​

425.2

​

​

​

​

​

405.4

​

​

​

​

​

424.6

​

​

Other income (expense):

​

​

​

​

​

​

​

​

Interest expense, including amounts due to affiliates, net of amounts capitalized

​

​

​

​

(23.4)

​

​

​

​

​

(22.5)

​

​

​

​

​

(46.0)

​

​

​

​

​

(46.5)

​

​

​

​

​

(45.0)

​

​

​

​

​

(25.7)

​

​

​

​

​

(5.0)

​

​

Other income (expense), net

​

​

​

​

(6.3)

​

​

​

​

​

(4.3)

​

​

​

​

​

(15.7)

​

​

​

​

​

4.6

​

​

​

​

​

9.0

​

​

​

​

​

3.0

​

​

​

​

​

(3.5)

​

​

Income from continuing operations before income taxes

​

​

​

​

189.8

​

​

​

​

​

226.2

​

​

​

​

​

348.0

​

​

​

​

​

409.8

​

​

​

​

​

389.2

​

​

​

​

​

382.7

​

​

​

​

​

416.1

​

​

Income tax expense

​

​

​

​

(68.4)

​

​

​

​

​

(77.1)

​

​

​

​

​

(111.5)

​

​

​

​

​

(140.8)

​

​

​

​

​

(139.4)

​

​

​

​

​

(130.4)

​

​

​

​

​

(172.2)

​

​

Income from continuing operations

​

​

​

$

121.4

​

​

​

​

$

149.1

​

​

​

​

​

236.5

​

​

​

​

​

269.0

​

​

​

​

​

249.8

​

​

​

​

​

252.3

​

​

​

​

​

243.9

​

​

Net income per common share

​

​

​

​

​

​

​

​

Basic(1)

​

​

​

$

1.24

​

​

​

​

$

1.46

​

​

​

​

$

2.33

​

​

​

​

$

2.57

​

​

​

​

$

2.13

​

​

​

​

$

2.12

​

​

​

​

$

2.00

​

​

Diluted(1)

​

​

​

$

1.20

​

​

​

​

$

1.39

​

​

​

​

$

2.22

​

​

​

​

$

2.43

​

​

​

​

$

2.04

​

​

​

​

$

2.12

​

​

​

​

$

2.00

​

​

​

​

​

​

As of June 30, 2016

​

​

As of December 31,

​

​

​

​

2015

​

​

2014(2)

​

​

2013(2)

​

​

2012(2)

​

​

2011(2)

​

Cash and cash equivalents

​

​

​

$

12.9

​

​

​

​

$

10.7

​

​

​

​

$

13.4

​

​

​

​

$

25.7

​

​

​

​

$

749.8

​

​

​

​

$

1,099.9

​

​

Program rights(3)

​

​

​

​

701.7

​

​

​

​

​

652.0

​

​

​

​

​

614.8

​

​

​

​

​

605.0

​

​

​

​

​

678.7

​

​

​

​

​

761.9

​

​

Investment in films and television programs

​

​

​

​

223.2

​

​

​

​

​

215.6

​

​

​

​

​

319.5

​

​

​

​

​

194.6

​

​

​

​

​

181.7

​

​

​

​

​

183.9

​

​

Total assets

​

​

​

​

1,640.5

​

​

​

​

​

1,564.2

​

​

​

​

​

1,562.4

​

​

​

​

​

1,437.2

​

​

​

​

​

2,162.7

​

​

​

​

​

2,583.1

​

​

Current portion of debt

​

​

​

​

5.8

​

​

​

​

​

5.6

​

​

​

​

​

5.3

​

​

​

​

​

4.9

​

​

​

​

​

4.1

​

​

​

​

​

4.1

​

​

Debt

​

​

​

​

1,074.5

​

​

​

​

​

1,032.2

​

​

​

​

​

1,164.3

​

​

​

​

​

1,041.7

​

​

​

​

​

522.3

​

​

​

​

​

531.0

​

​

Total debt

​

​

​

​

1,080.3

​

​

​

​

​

1,037.8

​

​

​

​

​

1,169.6

​

​

​

​

​

1,046.6

​

​

​

​

​

526.4

​

​

​

​

​

535.1

​

​

Stockholders’ equity / members’ interest

​

​

​

​

235.6

​

​

​

​

​

217.7

​

​

​

​

​

48.5

​

​

​

​

​

61.9

​

​

​

​

​

1,312.0

​

​

​

​

​

1,651.5

​

​

​

38

​

​

​

Six Months Ended June 30,

​

​

Year Ended December 31,

​

​

​

​

2016

​

​

2015

​

​

2015

​

​

2014

​

Ratio of earnings to fixed charges

​

​

​

​

8.4

​

​

​

​

​

9.5

​

​

​

​

​

7.6

​

​

​

​

​

8.6

​

​

39

40

​	​	​	Pro Forma Combined				​
​	​	​	(in millions)				​
ASSETS	​	​
Cash and cash equivalents	​	​	​	$	129.0	​	​
Restricted cash	​	​	​	​	10.8	​	​
Accounts receivable, net	​	​	​	​	979.3	​	​
Program rights	​	​	​	​	375.6	​	​
Other current assets	​	​	​	​	74.0	​	​
Total current assets	​	​	​	​	1,568.7	​	​
Accounts receivable, net	​	​	​	​	330.2	​	​
Program rights	​	​	​	​	326.1	​	​
Investment in films and television programs, net	​	​	​	​	1,687.5	​	​
Property and equipment, net	​	​	​	​	130.6	​	​
Investments	​	​	​	​	368.3	​	​
Intangible assets	​	​	​	​	2,010.9	​	​
Goodwill	​	​	​	​	2,453.6	​	​
Other assets	​	​	​	​	35.3	​	​
Deferred tax assets	​	​	​	​	1.4	​	​
Total assets	​	​	​	$	8,912.6	​	​
LIABILITIES	​	​
Accounts payable and accrued liabilities	​	​	​	$	384.6	​	​
Capital lease obligations – short term portion	​	​	​	​	5.8	​	​
Participations and residuals	​	​	​	​	556.9	​	​
Film obligations and production loans	​	​	​	​	613.7	​	​
Corporate debt – short term portion	​	​	​	​	40.6	​	​
Deferred revenue	​	​	​	​	238.2	​	​
Total current liabilities	​	​	​	​	1,839.8	​	​
Corporate debt	​	​	​	​	3,667.7	​	​
Capital lease obligations	​	​	​	​	56.2	​	​
Participations and residuals	​	​	​	​	175.7	​	​
Film obligations and production loans	​	​	​	​	9.4	​	​
Deferred revenue	​	​	​	​	83.3	​	​
Other liabilities	​	​	​	​	56.5	​	​
Deferred tax liabilities	​	​	​	​	525.8	​	​
Total liabilities	​	​	​	​	6,414.4	​	​
Commitments and contingencies	​	​
Redeemable noncontrolling interest	​	​	​	​	91.8	​	​
SHAREHOLDERS’ EQUITY	​	​
Common shares	​	​	​	​	2,496.4	​	​
Retained earnings	​	​	​	​	(74.9)	​	​
Accumulated other comprehensive loss	​	​	​	​	(15.1)	​	​
Total shareholders’ equity	​	​	​	​	2,406.4	​	​
Total liabilities and shareholders’ equity	​	​	​	$	8,912.6	​	​
​

41

​

​

​

Year Ended March 31, 2016

​

​

Three Months Ended June 30, 2016

​

​

​

​

(in millions)

​

Revenues

​

​

​

$

4,024.4

​

​

​

​

$

955.8

​

​

Expenses:

​

​

​

Direct operating

​

​

​

​

2,312.1

​

​

​

​

​

561.1

​

​

Distribution and marketing

​

​

​

​

877.1

​

​

​

​

​

172.2

​

​

General and administration

​

​

​

​

459.2

​

​

​

​

​

110.9

​

​

Depreciation and amortization

​

​

​

​

135.5

​

​

​

​

​

36.7

​

​

Total expenses

​

​

​

​

3,783.9

​

​

​

​

​

880.9

​

​

Operating income

​

​

​

​

240.5

​

​

​

​

​

74.9

​

​

Other expenses (income):

​

​

​

Interest expense

​

​

​

​

197.8

​

​

​

​

​

49.2

​

​

Interest and other (income) expense

​

​

​

​

(2.0)

​

​

​

​

​

1.1

​

​

Total other expenses, net

​

​

​

​

195.8

​

​

​

​

​

50.3

​

​

Income before equity interests and income taxes

​

​

​

​

44.7

​

​

​

​

​

24.6

​

​

Equity interests income

​

​

​

​

31.0

​

​

​

​

​

6.1

​

​

Income before income taxes

​

​

​

​

75.7

​

​

​

​

​

30.7

​

​

Income tax benefit

​

​

​

​

(80.6)

​

​

​

​

​

(12.5)

​

​

Net income

​

​

​

​

156.3

​

​

​

​

​

43.2

​

​

Less: Net loss attributable to noncontrolling interest

​

​

​

​

8.6

​

​

​

​

​

0.4

​

​

Net income attributable to Lions Gate Entertainment Corp. shareholders

​

​

​

$

164.9

​

​

​

​

$

43.6

​

​

Basic Net Income Per Common Share

​

​

​

$

0.77

​

​

​

​

$

0.20

​

​

Diluted Net Income Per Common Share

​

​

​

$

0.73

​

​

​

​

$

0.19

​

​

Weighted average number of common shares outstanding:

​

​

​

Basic

​

​

​

​

215.4

​

​

​

​

​

214.1

​

​

Diluted

​

​

​

​

230.8

​

​

​

​

​

227.7

​

​

42

43

​

​

​

Historical

​

​

Pro Forma Combined

​

​

​

​

Year Ended March 31, 2016

​

​

Three Months Ended June 30, 2016

​

​

Unaudited Year Ended March 31, 2016

​

​

Unaudited Three Months Ended June 30, 2016

​

Lions Gate Data

​

​

​

​

​

Basic net income per common share

​

​

​

$

0.34

​

​

​

​

$

0.01

​

​

​

​

$

0.77

​

​

​

​

$

0.20

​

​

Diluted net income per common share

​

​

​

$

0.33

​

​

​

​

$

0.01

​

​

​

​

$

0.73

​

​

​

​

$

0.19

​

​

Cash dividends declared per common share

​

​

​

$

0.34

​

​

​

​

$

0.09

​

​

​

​

​

n/a(1)

​

​

​

​

​

n/a(1)

​

​

Book value per share (at end of period)

​

​

​

$

5.79

​

​

​

​

$

5.89

​

​

​

​

​

n/a

​

​

​

​

$

11.22

​

​

​

​

​

Historical

​

​

Pro Forma Combined Equivalent

​

​

​

​

Year Ended December 31, 2015

​

​

Unaudited Six Months Ended June 30, 2016

​

​

Unaudited Twelve Months Ended March 31, 2016

​

​

Unaudited Three Months Ended June 30, 2016

​

​

​

​

Starz Series A

​

​

Starz Series B

​

​

Starz Series A

​

​

Starz Series B

​

Starz Data

​

​

​

​

​

​

​

Basic net income per common share

​

​

​

$

2.33

​

​

​

​

$

1.24

​

​

​

​

$

0.52

​

​

​

​

$

0.97

​

​

​

​

$

0.14

​

​

​

​

$

0.26

​

​

Diluted net income per common share

​

​

​

$

2.22

​

​

​

​

$

1.20

​

​

​

​

$

0.49

​

​

​

​

$

0.92

​

​

​

​

$

0.13

​

​

​

​

$

0.25

​

​

Cash dividends declared per common share

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

n/a(1)

​

​

​

​

​

n/a(1)

​

​

​

​

​

n/a(1)

​

​

​

​

​

n/a(1)

​

​

Book value per share (at end of period)

​

​

​

$

2.15

​

​

​

​

$

2.43

​

​

​

​

​

n/a

​

​

​

​

​

n/a

​

​

​

​

$

7.61

​

​

​

​

$

14.18

​

​