AMENDMENT TO VOTING AND STANDSTILL AGREEMENT dated as of May 13, 2024 among LIONS GATE ENTERTAINMENT CORP., LIONSGATE STUDIOS CORP., LIBERTY GLOBAL VENTURES LIMITED, DISCOVERY LIGHTNING INVESTMENTS LTD., MHR FUND MANAGEMENT, LLC, LIBERTY GLOBAL LTD.,...
Exhibit 10.4
AMENDMENT TO
VOTING AND STANDSTILL AGREEMENT
dated as of
May 13, 2024
among
LIONS GATE ENTERTAINMENT CORP.,
LIONSGATE STUDIOS CORP.,
LIBERTY GLOBAL VENTURES LIMITED,
DISCOVERY LIGHTNING INVESTMENTS LTD.,
MHR FUND MANAGEMENT, LLC,
LIBERTY GLOBAL LTD.,
WARNER BROS. DISCOVERY, INC.
and
the Mammoth Funds (as defined herein)
AMENDMENT TO VOTING AND STANDSTILL AGREEMENT
This AMENDMENT TO VOTING AND STANDSTILL AGREEMENT (this “Amendment”) dated as of May 13, 2024 among MHR Fund Management, LLC, a Delaware limited liability company (“Mammoth”), the affiliated funds of Mammoth party hereto (the “Mammoth Funds”), Liberty Global Ventures Limited (f/k/a Liberty Global Incorporated Limited), a limited company organized under the laws of England and Wales (“Leopard”), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales (“Dragon”), Lions Gate Entertainment Corp., a corporation organized under the laws of British Columbia, Canada (subject to Section 1.02(b) thereto, “LGEC”), Lionsgate Studios Corp., a corporation organized under the laws of British Columbia, Canada (“Pubco”), Liberty Global Ltd. (f/k/a Liberty Global plc), a Bermuda exempted company limited by shares (“Leopard Parent”), and Warner Bros. Discovery, Inc. (f/k/a Discovery Communications, Inc.), a Delaware corporation (“Dragon Parent” and, together with Mammoth and Leopard Parent, the “Investors” and each, an “Investor”) (collectively the “Parties”).
W I T N E S S E T H :
WHEREAS, the Parties entered into a Voting and Standstill Agreement, dated as of November 10, 2015, as amended on June 30, 2016 (the “Agreement”; capitalized terms used but not defined herein shall have the meanings set forth in the Agreement); and
WHEREAS, LGEC, Screaming Eagle Acquisition Corp., a Cayman Islands exempted company, SEAC II Corp., a Cayman Islands exempted company and predecessor-in-interest to Pubco, SEAC MergerCo, a Cayman Islands exempted company, 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company, LG Sirius Holdings ULC, a British Columbia unlimited liability company and LG Orion Holdings ULC, a British Columbia unlimited liability company, entered into a Business Combination Agreement, dated as of December 22, 2023, (the “Business Combination Agreement”, and the transactions contemplated therein, the “Transactions”) upon the terms and subject to the conditions in force on such date; and
WHEREAS, in connection with the Business Combination Agreement and Transactions, the Parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the Parties hereto agree as follows:
1. Addition of Pubco. Pubco hereby agrees to the provisions of, and joins as a party to, the Agreement as in effect as of the date hereof, mutatis mutandis, and all references to “Company” in the Agreement shall be deemed to refer to each of the Company and Pubco, as applicable. By executing below, Pubco is deemed to have executed the Agreement with the same force and effect as if originally named a party thereto. For the avoidance of doubt, the Parties acknowledge that the provisions of Article 2 (excluding Section 2.01(c)), Section 3.01 and Section 3.04 of the Agreement do not apply to Pubco.
2. Investor Rights Agreement. The Parties hereby agree that all references in the Agreement to the Investor Rights Agreement shall, solely with respect to Pubco, be deemed to refer to the Investor Rights Agreement by and among Pubco, Leopard, Leopard Parent, Dragon, Dragon Parent, Mammoth and the Mammoth Funds, dated as of May 13, 2024 (the “Pubco IRA”), and the reference to Section 4.01(a) of the Investor Rights Agreement in Section 4.04(c) of the Agreement shall not apply with respect to Pubco.
3. Other Amendments.
(a) The definition of “Excess Securities” is hereby amended and restated in its entirety as follows:
“Excess Securities” means such number of Voting Securities representing the amount of Voting Power, if any, by which the Voting Power represented by Voting Securities beneficially owned, in the aggregate, by all LD Investors and their respective Affiliates and any Person that is a member
of a group with any such Persons with respect to Company Securities exceeds (y) in the case of the Company, 18.5% of the Total Voting Power and (z) in the case of Pubco, 16.02% of the Total Voting Power. For the purposes of the definition of “Excess Securities,” Mammoth and its Affiliates shall not under any circumstances constitute part of a “group” with the LD Investors or any of their Affiliates.
(b) The fourth sentence of Section 6.03 is hereby amended and restated in its entirety as follows:
For the avoidance of doubt, the parties acknowledge and agree that it is intended that each of the Company (or Pubco, as applicable) and Mammoth are separate beneficiaries of all the LD Investors’ obligations under this Agreement and, accordingly, each of the Company (or Pubco, as applicable) and Mammoth shall be separately entitled to bring an action seeking an injunction to prevent breaches of, or enforce compliance with, such obligations, and any waiver of such obligations shall require the written waiver of each of the Company (or Pubco, as applicable) and Mammoth separately; provided that if Mammoth (together with its Affiliates) ceases to beneficially own at least 5,000,000 Common Shares (adjusted for any stock split, stock dividend, reverse stock split or similar event), Mammoth shall no longer be entitled to enforce, or be required to waive or to consent to any waiver by the Company (or Pubco, as applicable) of, such obligations of the LD Investors.
(c) Section 5.01 is hereby amended and restated in its entirety as follows:
Termination. With respect to the Company, this Agreement shall automatically terminate, without any further action by any Person, upon (i) the written agreement of each party hereto to terminate this Agreement or (ii) the occurrence of any Change of Control Transaction resulting in the creation of a New Company pursuant to clause (a) of the definition thereof. With respect to Pubco, this Agreement shall automatically terminate upon the termination of the Pubco IRA.
4. M. Any and all references to M shall be deemed deleted and nonexistent for any and all purposes under the Agreement and, for the avoidance of doubt, as of the date hereof, M shall not be a party to the Agreement thereto.
5. Investor Board Designees. Solely with respect to Pubco, LGEC hereby agrees that, for so long as any Investor has the right to nominate at least one Investor Designee, LGEC shall, and shall cause each of its Controlled Persons to, (i) cause the Voting Securities of Pubco beneficially owned by LGEC and/or any of its Controlled Persons to be voted in favor of all Investor Designees of any Investor and (ii) not vote any of the Voting Securities beneficially owned by LGEC and/or any of its Controlled Persons in favor of the removal of any Investor Designee of any Investor; provided that, if an Investor entitled to nominate any such director shall request in writing the removal of such director, LGEC shall, and shall cause each of its Controlled Persons to, vote the Voting Securities beneficially owned by LGEC and/or any of its Controlled Persons in favor of such removal.
6. No Other Changes. All terms of the Agreement, except as amended by this Amendment, remain in full force and effect.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
| LIBERTY GLOBAL LTD. | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: EVP, General Counsel & Secretary | ||
| LIBERTY GLOBAL VENTURES LIMITED | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Director | ||
| For Notices:
Liberty Global Ltd. 0000 Xxxxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attention: General Counsel, Legal Department E-mail: XxxxxXX@xxxxxxxxxxxxx.xxx | ||
| with a copy to:
Liberty Global Ventures Limited Xxxxxxx House 000 Xxxxxxxxxxx Xxxx Xxxxxx, Xxxxxx Xxxxxxx, X0 0XX Attention: General Counsel, Legal Department E-mail: XxxxxXX@xxxxxxxxxxxxx.xxx
with a copy (which shall not constitute notice) to:
A&O Shearman 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxxx Xxxx Xxxxxx E-mail: xxxxxx.xxxxxxxx@xxxxxxxxxx.xxx xxxx.xxxxxx@xxxxxxxxxx.xxx | ||
[Signature Page to Amendment to Standstill and Voting Agreement]
| DISCOVERY LIGHTNING INVESTMENTS LTD. | ||
| By: | /s/ Xxxxxx Xxx Xxxxxx | |
| Name: Xxxxxx Xxx Xxxxxx | ||
| Title: Director | ||
|
For Notices:
Discovery Lightning Investments Ltd. c/o Warner Bros. Discovery, Inc. 000 Xxxx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxxx, Executive Vice President, Legal, Capital Markets & Corporate Secretary, Global Head of ESG E-mail: Xxxx.Xxxxx@xxx.xxx
with a copy (which shall not constitute notice) to:
Debevoise & Xxxxxxxx LLP 00 Xxxxxx Xxxxxxxxx X Xxx Xxxx, XX 00000 Attention: Xxxxxxxx X. Xxxxxxxx Xxxxxxxx X. Xxxxxxxx E-mail: xxxxxxxxxx@xxxxxxxxx.xxx xxxxxxxx@xxxxxxxxx.xxx | ||
[Signature Page to Amendment to Standstill and Voting Agreement]
| MHR FUND MANAGEMENT, LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| For Notices:
MHR Fund Management LLC 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxx Email: xxxxxx@xxxxxxx.xxx
with a copy (which shall not constitute notice) to:
O’Melveny & Xxxxx LLP Times Square Tower 0 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx Email: xxxxxxxx@xxx.xxx | ||
[Signature Page to Amendment to Standstill and Voting Agreement]
| WARNER BROS. DISCOVERY, INC. | ||||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Executive Vice President, Legal, Capital Markets & Corporate | |||
| For Notices:
Warner Bros. Discovery, Inc. 000 Xxxx Xxxxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxxx, Executive Vice President, Legal, Capital Markets & Corporate Secretary, Global Head of ESG E-mail: Xxxx.Xxxxx@xxx.xxx
with a copy (which shall not constitute notice) to:
Debevoise & Xxxxxxxx LLP 00 Xxxxxx Xxxxxxxxx X Xxx Xxxx, XX 00000 Attention: Xxxxxxxx X. Xxxxxxxx | ||
| Xxxxxxxx X. Xxxxxxxx | ||
| E-mail: | xxxxxxxxxx@xxxxxxxxx.xxx | |
| xxxxxxxx@xxxxxxxxx.xxx | ||
[Signature Page to Amendment to Standstill and Voting Agreement]
| MHR CAPITAL PARTNERS MASTER ACCOUNT LP | ||
| By: | MHR Advisors LLC, its general partner | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| MHR CAPITAL PARTNERS (100) LP | ||
| By: | MHR Advisors LLC, its general partner | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| MHR INSTITUTIONAL PARTNERS II LP | ||
| By: | MHR Institutional Advisors II LLC, its general partner | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| MHR INSTITUTIONAL PARTNERS IIA LP | ||
| By: | MHR Institutional Advisors II LLC, its general partner | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
| MHR INSTITUTIONAL PARTNERS III LP | ||
| By: | MHR Institutional Advisors III LLC, its general partner | |
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
[Signature Page to Amendment to Standstill and Voting Agreement]
| LIONS GATE ENTERTAINMENT CORP. | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: Chief Financial Officer | ||
| For Notices:
Lions Gate Entertainment Corp. 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxx, General Counsel Email: xxxxxx@xxxxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Xxxxxxxx, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx Email: XXXxxxxxx@xxxx.xxx | ||
| LIONSGATE STUDIOS CORP. | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | President | |
| For Notices:
c/o Lions Gate Entertainment Corp. 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxx, General Counsel Email: xxxxxx@xxxxxxxxx.xxx
with a copy (which shall not constitute notice) to:
Xxxxxxxx, Lipton, Xxxxx & Xxxx 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx Email: XXXxxxxxx@xxxx.xxx | ||
[Signature Page to Amendment to Standstill and Voting Agreement]
