UPDATE — Lionsgate has reached a deal in principle for Discovery Communications and Liberty Global — both which have John Malone as their largest shareholder — to each take a 3.4% stake in the studio for $195 million in cash.
The deal will triple the size of Malone’s stake in Lionsgate through three of his companies to about 10%. In both deals, the shares are being sold by Lionsgate chairman Mark Rachesky.
Lionsgate shares jumped nearly 5% in early trading on the New York Stock Exchange. The issue closed up 4% at $39.83 with the gain coming despite quarterly earnings — announced after the market closed Monday — having fallen short of expectations.
The transaction was announced by CEO Jon Feltheimer at the start of Lionsgate’s earnings call with Wall Street analysts on Tuesday morning before the market opened. He said the deals should be completed by the end of the day.
As part of the deal, Discovery CEO David Zaslav and Liberty Global CEO Michael Fries will join Lionsgate’s board of directors. Feltheimer said they will “bring further depth and vision” to the organization.
The move comes nine months after Malone exchanged a 4.5% stake in Starz for 3.4% of Lionsgate’s shares while joining the company’s board of directors — which ignited speculation of a possible merger with Lionsgate.
Feltheimer told the analysts that the deals with Discovery and Global Media have been in the works for “a while,” adding, “The number of strategic alliances we’ve talked to them about are really, really significant.”
The deals call for Discovery and Liberty Global to purchase 5 million shares of Lionsgate from funds affiliated with Rachesky’s MHR Fund Management, the majority shareholder of Lionsgate. The deals also call for Liberty Global and Discovery Communications to have separate commercial agreements with Lionsgate providing for a preferred partner relationship with respect to licensing rights.
“David and Mike are highly accomplished and respected executives who will bring added depth and vision to our Board of Directors,” said Rachesky. “I was a very early believer in the value of content, and these new strategic relationships with two of the pre-eminent programming and distribution platforms in the world help position us to take the company to the next level.”
Malone is the leading shareholder at Discovery with a 28% stake and at Liberty Global with a 25% holding. Rachesky is the leading shareholder at Lionsgate with about 28% of the company.
“This transaction aligns Lionsgate with two of the most visionary players in the global marketplace, and we’re delighted to add David and Mike’s experience and expertise to our Board of Directors,” said Lionsgate CEO Jon Feltheimer and Vice Chairman Michael Burns. “We believe that this agreement creates tremendous strategic opportunities to grow our content initiatives around the world and positions us to generate significant incremental value for our shareholders.”
Emily Fine, a principal of Rachesky’s MHR Fund Management, also will join the board and replace Frank Giustra, who is stepping down after 11 years. Giustra founded Lionsgate in 1997 and served as chairman for its first six years.
LionTree Advisors acted as the financial advisor to Discovery and Liberty Global.