Latest news with #Schedule13D
Business Insider
15 hours ago
- Business
- Business Insider
Orion Properties confirms receipt of indication of interest from Kawa Capital
Orion Properties confirmed its receipt of an unsolicited, non-binding indication of interest from Kawa Capital Management to potentially acquire all of the outstanding shares of common stock of the company not already owned by Kawa for cash consideration of $2.50 per share. Kawa currently owns 5,474,027 of the outstanding shares of the company's common stock, or approximately 9.7%, based on its most recent Schedule 13D filing dated June 20. Confident Investing Starts Here:
Business Wire
21 hours ago
- Business
- Business Wire
Orion Properties Inc. Confirms Receipt of Unsolicited Non-Binding Indication of Interest from Kawa Capital Management
PHOENIX--(BUSINESS WIRE)--Orion Properties Inc. (NYSE: ONL) ('Orion' or the 'Company') confirmed its receipt today of an unsolicited, non-binding indication of interest from Kawa Capital Management, Inc. ('Kawa') to potentially acquire all of the outstanding shares of common stock of the Company not already owned by Kawa for cash consideration of $2.50 per share. Kawa currently beneficially owns 5,474,027 of the outstanding shares of the Company's common stock, or approximately 9.7%, based on its most recent Schedule 13D filing dated June 20, 2025. Consistent with its fiduciary duties and in consultation with its independent legal and financial advisors, Orion's Board of Directors will carefully review and evaluate the unsolicited indication of interest to determine the course of action that it believes is in the best interests of the Company and all Orion shareholders. Orion does not intend to comment further on Kawa's unsolicited indication of interest until the Board has completed its review. Orion shareholders do not need to take any action at this time. About Orion Properties Inc. Orion Properties Inc. is an internally-managed real estate investment trust engaged in the ownership, acquisition and management of a diversified portfolio of office properties located in high-quality suburban markets across the United States and leased primarily on a single-tenant net lease basis to creditworthy tenants. The Company's portfolio is comprised of traditional office properties, as well as governmental, medical office, flex/laboratory and R&D and flex/industrial properties. The Company was founded on July 1, 2021, spun-off from Realty Income (NYSE: O) on November 12, 2021 and began trading on the New York Stock Exchange on November 15, 2021. The Company is headquartered in Phoenix, Arizona and has an office in New York, New York. For additional information on the Company and its properties, please visit Forward-Looking Statements Information set forth in this press release includes 'forward-looking statements' which reflect the Company's expectations and projections regarding future events and plans and future financial condition. Such forward-looking statements include statements regarding the evaluation by the Orion Board of Directors of the Kawa proposal. These forward-looking statements are based on information currently available to the Company and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which may be difficult to predict and beyond the Company's control, that could cause actual events and plans or could cause the Company's business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. Factors that may affect future results include: the Company's actions taken or contemplated to enhance its long-term prospects and create value for its shareholders; the risk of rising interest rates, such as that our borrowing costs may increase and we may be unable to refinance our debt obligations on favorable terms and in a timely manner or at all; conditions associated with the global market, including an oversupply of office space, tenant credit risk and general economic conditions; the extent to which changes in workplace practices and office space utilization, including remote and hybrid work arrangements, and changes in governmental budgetary priorities, will continue and the impact that may have on demand for office space at our properties; our ability to comply with the terms of our credit agreement; changes in the real estate industry and in the performance of financial markets and interest rates and our ability to effectively hedge against interest changes; and our ability to renew leases with existing tenants or re-let vacant space to new tenants on favorable terms and in a timely manner or at all. Additional factors that may affect future results are contained in the Company's filings with the Securities and Exchange Commission ('SEC'), which are available at the SEC's website at The Company disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.
Business Wire
12-06-2025
- Business
- Business Wire
Allied Gaming & Entertainment Files Lawsuit Against Knighted Pastures and Roy Choi et al. Alleging Violations of Federal Securities Laws
NEW YORK--(BUSINESS WIRE)--Allied Gaming & Entertainment, Inc. (NASDAQ: AGAE) (the 'Company' or 'AGAE'), a global experiential entertainment company, today announced that it has filed a lawsuit in the United States District Court for the Central District of California, against Knighted Pastures, LLC ('Knighted') and its Managing Partner, Roy Choi, as well as Naomi Choi, Mr. Choi's mother, and Yiu-Ting So, a long time business partner of Mr. Choi (collectively, the 'Knighted Group' or the 'Defendants'). The suit seeks, among other things, to enjoin the Knighted Group from misleading stockholders and acting as an undisclosed 'group' in connection with their involvement in Mr. Choi's bid to replace the Company's Board of Directors (the 'Board') with his hand-picked designees. In its suit, AGAE asserts that Knighted and Mr. Choi have been engaged in a year-long scheme to amass large quantities of AGAE's stock without disclosure to AGAE or its stockholders including by the filing of deceptive and deficient Schedule 13D materials with the Securities and Exchange Commission ('SEC') in a coordinated effort to secure Knighted and Mr. Choi's control over the Board at the Annual Meeting in August 2025. AGAE was left with no other option than to take legal action to enjoin the Defendants from continuing to allegedly violate federal securities laws and misleading stockholders for their own benefit. AGAE President and Chairman, Yangyang Li, said: 'We are taking this action to protect the rights and interests of all our stockholders. We believe the Knighted Group has deliberately misled stockholders and, in doing so, has violated federal securities laws. Their pattern of aggressive and disruptive litigation has obstructed the Company's normal course of business, damaged key strategic partnerships, and forced the Company to expend substantial time and resources defending against baseless claims. These actions have inflicted significant harm on the Company. With this lawsuit, we aim to hold Knighted Pastures and Roy Choi accountable for their securities law violations while we refocus on executing our strategic plan and continue working to maximize long-term value for all our stockholders.' Through its complaint, the Company asserts that Knighted and Mr. Choi violated federal securities laws by failing to disclose the formation of a secret stockholder group which purchased significant amounts of AGAE shares. Knighted and Mr. Choi, along with their co-defendants Naomi Choi and Yiu-Ting So, individual stockholders, collectively acquired 14,394,626 shares of AGAE's stock, amounting to approximately 37.8% ownership of the Company as of May 15, 2025. The complaint asserts that the Defendants, who share close family and business ties, have acted together, including by coordinating purchases of AGAE's stock in violation of federal securities laws. The individual stockholders are Naomi Choi, Mr. Choi's mother, who acquired an ownership stake of approximately 1,441,466 of AGAE's shares as of May 15, 2025 and Yiu-Ting So, who served as Knighted's outside accountant, and later Mr. Choi's business partner, who acquired an ownership stake of approximately 966,737 of AGAE's shares as of May 15, 2025. Together, Ms. Choi and Ms. So acquired more than 6.5% of AGAE's shares. The complaint alleges that the formation of this secret stockholder group violated federal securities laws and evaded the Company's Stockholder Rights Plan which would be triggered as a result of the Defendants' coordinated buying spree. The Company also asserts in its complaint that Knighted's notice of stockholder nomination is deficient because it does not disclose information about the secret stockholder group. The complaint seeks declaratory and injunctive relief in order to prevent Knighted from continuing its alleged violations of federal securities laws. AGAE urges all stockholders to carefully consider the underlying motives behind Knighted's actions towards AGAE, including the costly litigation initiated by Knighted against AGAE. The Company urges Knighted to stop taking actions that are harmful to shareholders. A copy of the complaint filed in the United States District Court for the Central District of California was filed with the SEC as an exhibit to the Company's Form 8-K filed on June 12, 2025. Advisors Paul Hastings LLP is serving as legal counsel, MacKenzie Partners, Inc. is serving as proxy solicitor and ADDO IR is serving as strategic communications advisor to AGAE. About Allied Gaming & Entertainment Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) is a global experiential entertainment company focused on providing a growing world of gamers and concertgoers with unique experiences through renowned assets, products and services. For more information, visit Forward Looking Statements This communication contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as 'may,' 'will,' 'should,' 'expect,' 'plan,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'potential,' 'intend' or 'continue,' the negative of such terms, or other comparable terminology. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements, including, but not limited to, any potential outcomes related to the complaint filed against the Defendants or any potential award of relief sought in the complaint. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in these forward-looking statements. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. IMPORTANT ADDITIONAL INFORMATION REGARDING the 2024/2025 Annual Meeting of Stockholders and Where to Find It The Company intends to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the 'SEC') in connection with its solicitation of proxies for its 2024/2025 Annual Meeting. THE COMPANY'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC's website at Certain Information Regarding Participants The Company, the President and Chairman, Yangyang Li and each of its non-employee Directors (namely, Mao Sun, Jingsheng (Jason) Lu, Guanzhou (Jerry) Qin, Yushi Guo, Yuanfei (Cliff) Qu and Chi Zhao) are deemed to be 'participants' (as defined in Section 14(a) of the Exchange Act) in the solicitation of proxies from the Company's stockholders in connection with the matters to be considered at the Annual Meeting. Information about the compensation of our President and Chairman, Yangyang Li and each of its non-employee Directors is set forth in the section titled 'Director Compensation' in the Company's preliminary proxy statement on Schedule 14A filed on November 12, 2024 (the '2024 Preliminary Proxy'), at pages 29 to 30, and is available here. Information regarding the participants' holdings of the Company's securities can be found in the section titled 'Ownership of Certain Beneficial Owners, Management and Directors' in the Company's 2024 Preliminary Proxy on pages 33 to 34 and is available here. When filed, supplemental information regarding the participants' holdings of the Company's securities can be found in SEC filings on Statements of Change in Ownership on Form 4 available on the Company's website at or through the SEC's website via the links referenced above. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company's proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the 2024/2025 Annual Meeting of Stockholders.
Yahoo
05-06-2025
- Business
- Yahoo
MHR Fund Management LLC files Early Warning Report for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.)
NEW YORK, June 4, 2025 /CNW/ - On June 4, 2025, MHR Fund Management LLC ("Fund Management") filed an early warning report in accordance with Section 5.2(2)(a)(i) of National Instrument 62-104 – Take-Over Bids and Issuer Bids (the "Early Warning Report") for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.). The report was filed in conjunction with Fund Management's Schedule 13D filing with the U.S. Securities and Exchange Commission as of the date hereof, a copy of which is available on EDGAR at Item 1 Security and Reporting Issuer 1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. This report relates to common shares (the "Common Shares") of Starz Entertainment Corp. (the "Issuer"). The Issuer's head office is located at: Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.)250 Howe Street, 20th FloorVancouver, B.C. V6C 3R8, Canada 1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. Not applicable. Item 2 Identity of the Acquiror 2.1 State the name and address of the acquiror. MHR Fund Management LLC (the "Acquiror")40 West 57th Street, Floor 24New York, NY, 10019 The Acquiror is a Delaware limited liability company. 2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. The Acquiror acquired ownership of 353,334 Common Shares on June 2, 2025 (the "Share Purchase"). As of the date of the last report, the Acquiror beneficially held, through the MHR Funds (as defined herein), 2,509,898 Common Shares of the Issuer, representing approximately 15.0% of the issued and outstanding Common Shares. Dr. Rachesky, through MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings (all as defined herein), beneficially held 2,524,509 Common Shares, representing approximately 15.1% of the issued and outstanding Common Shares. Following the Share Purchase, the Acquiror beneficially held, through the MHR Funds, 2,863,232 Common Shares of the Issuer, representing approximately 17.1% of the issued and outstanding Common Shares. Dr. Rachesky, through MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings, beneficially held 2,877,843 Common Shares of the Issuer, representing approximately 17.2% of the issued and outstanding Common Shares. In addition, Dr. Rachesky owns 1,476 restricted share units, payable upon vesting in an equal number of Common Shares. The Share Purchase triggered the requirement to file this report in accordance with Section 5.2(2)(a)(i) of National Instrument 62-104 Take-Over Bids and Issuer Bids, as it resulted in a change to the Acquiror's holdings that exceeded 2% of the number of Common Shares issued and outstanding. Item 3 Interest in Securities of the Reporting Issuer 3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities. See Item 2.2. 3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report. Following the Share Purchase, the Acquiror acquired ownership and/or control, directly or indirectly, the securities that triggered the requirement to file the report. 3.3 State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. See Item 2.2. Item 4 Consideration Paid 4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total. The Acquiror acquired the Common Shares at a price of approximately C$19.40 per Common Share, being the Canadian dollar equivalent of US$14.15 based on the Bank of Canada's daily exchange rate on June 2, 2025 of 1.3707 (the "Exchange Rate"), for aggregate consideration of CAD$6,853,500, being the Canadian dollar equivalent of US$5,000,000 based on the Exchange Rate. Item 5 Purpose of the Transaction State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following: (a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; (b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; (d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; (e) a material change in the present capitalization or dividend policy of the reporting issuer; (f) a material change in the reporting issuer's business or corporate structure; (g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; (h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders; (k) an action similar to any of those enumerated above. The Common Shares reflected in this report were acquired for investment purposes. The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available with respect to the Issuer and its securities. The Reporting Persons may from time to time and at any time (in accordance with any trading policy of the Issuer or its subsidiaries and affiliates that may then be applicable to the Reporting Persons), in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose, or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through public or private transactions or otherwise. In addition to the foregoing, certain of the Reporting Persons are pursuing various alternatives with respect to the Issuer's securities in order to create liquidity opportunities for limited partners of certain of the Reporting Persons. Among the alternatives being pursued, such Reporting Persons are considering forming a continuation vehicle or other special purpose vehicle that would continue to be controlled by certain of the Reporting Persons that would enable existing limited partners to achieve liquidity or continue their indirect investment in the Issuer, making an in-kind distribution to certain limited partners of certain of such Reporting Persons, or effecting a public or private transaction. The timing, and whether and how these alternatives can be effected, will depend on transaction and market terms and conditions, as well as legal, regulatory and other factors. The Reporting Persons reserve the right to and may, from time to time and at any time, in their sole discretion, formulate and implement other purposes, plans or proposals regarding the Issuer or any of its subsidiaries or affiliates or any of their equity or debt securities as the Reporting Persons may deem advisable in their sole discretion. The information set forth in this Item 5 is subject to change from time to time and at any time, and there can be no assurances that any of the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions. Item 8 Exemption If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance. Not applicable. For further information and to obtain a copy of the early warning report filed by MHR under applicable Canadian securities laws in connection with the acquisitions, please see Starz's issuer profile on the System for Electronic Document Analysis and Retrieval + at or please contact Charles Zehren at (212) 843-8590 or czehren@ SOURCE MHR Fund Management LLC View original content: Sign in to access your portfolio
Cision Canada
05-06-2025
- Business
- Cision Canada
MHR Fund Management LLC files Early Warning Report for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.)
NEW YORK, June 4, 2025 /CNW/ - On June 4, 2025, MHR Fund Management LLC (" Fund Management") filed an early warning report in accordance with Section 5.2(2)(a)(i) of National Instrument 62-104 – Take-Over Bids and Issuer Bids (the " Early Warning Report") for Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.). The report was filed in conjunction with Fund Management's Schedule 13D filing with the U.S. Securities and Exchange Commission as of the date hereof, a copy of which is available on EDGAR at Item 1 Security and Reporting Issuer 1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. This report relates to common shares (the " Common Shares") of Starz Entertainment Corp. (the " Issuer"). The Issuer's head office is located at: Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.) 250 Howe Street, 20th Floor Vancouver, B.C. V6C 3R8, Canada 1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. Not applicable. Item 2 Identity of the Acquiror 2.1 State the name and address of the acquiror. MHR Fund Management LLC (the " Acquiror") 40 West 57 th Street, Floor 24 New York, NY, 10019 The Acquiror is a Delaware limited liability company. 2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. The Acquiror acquired ownership of 353,334 Common Shares on June 2, 2025 (the " Share Purchase"). As of the date of the last report, the Acquiror beneficially held, through the MHR Funds (as defined herein), 2,509,898 Common Shares of the Issuer, representing approximately 15.0% of the issued and outstanding Common Shares. Dr. Rachesky, through MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings (all as defined herein), beneficially held 2,524,509 Common Shares, representing approximately 15.1% of the issued and outstanding Common Shares. Following the Share Purchase, the Acquiror beneficially held, through the MHR Funds, 2,863,232 Common Shares of the Issuer, representing approximately 17.1% of the issued and outstanding Common Shares. Dr. Rachesky, through MHRC, MHRC II, Institutional Advisors III, Institutional Advisors IV and MHR Holdings, beneficially held 2,877,843 Common Shares of the Issuer, representing approximately 17.2% of the issued and outstanding Common Shares. In addition, Dr. Rachesky owns 1,476 restricted share units, payable upon vesting in an equal number of Common Shares. The Share Purchase triggered the requirement to file this report in accordance with Section 5.2(2)(a)(i) of National Instrument 62-104 Take-Over Bids and Issuer Bids, as it resulted in a change to the Acquiror's holdings that exceeded 2% of the number of Common Shares issued and outstanding. Item 3 Interest in Securities of the Reporting Issuer 3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities. See Item 2.2. 3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report. Following the Share Purchase, the Acquiror acquired ownership and/or control, directly or indirectly, the securities that triggered the requirement to file the report. 3.3 State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. See Item 2.2. Item 4 Consideration Paid 4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total. The Acquiror acquired the Common Shares at a price of approximately C$19.40 per Common Share, being the Canadian dollar equivalent of US$14.15 based on the Bank of Canada's daily exchange rate on June 2, 2025 of 1.3707 (the " Exchange Rate"), for aggregate consideration of CAD$6,853,500, being the Canadian dollar equivalent of US$5,000,000 based on the Exchange Rate. Item 5 Purpose of the Transaction State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following: (a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; (b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; (d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; (e) a material change in the present capitalization or dividend policy of the reporting issuer; (f) a material change in the reporting issuer's business or corporate structure; (g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; (h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; (i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders; (k) an action similar to any of those enumerated above. The Common Shares reflected in this report were acquired for investment purposes. The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available with respect to the Issuer and its securities. The Reporting Persons may from time to time and at any time (in accordance with any trading policy of the Issuer or its subsidiaries and affiliates that may then be applicable to the Reporting Persons), in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose, or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through public or private transactions or otherwise. In addition to the foregoing, certain of the Reporting Persons are pursuing various alternatives with respect to the Issuer's securities in order to create liquidity opportunities for limited partners of certain of the Reporting Persons. Among the alternatives being pursued, such Reporting Persons are considering forming a continuation vehicle or other special purpose vehicle that would continue to be controlled by certain of the Reporting Persons that would enable existing limited partners to achieve liquidity or continue their indirect investment in the Issuer, making an in-kind distribution to certain limited partners of certain of such Reporting Persons, or effecting a public or private transaction. The timing, and whether and how these alternatives can be effected, will depend on transaction and market terms and conditions, as well as legal, regulatory and other factors. The Reporting Persons reserve the right to and may, from time to time and at any time, in their sole discretion, formulate and implement other purposes, plans or proposals regarding the Issuer or any of its subsidiaries or affiliates or any of their equity or debt securities as the Reporting Persons may deem advisable in their sole discretion. The information set forth in this Item 5 is subject to change from time to time and at any time, and there can be no assurances that any of the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions. Item 8 Exemption If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance. Not applicable. For further information and to obtain a copy of the early warning report filed by MHR under applicable Canadian securities laws in connection with the acquisitions, please see Starz's issuer profile on the System for Electronic Document Analysis and Retrieval + at or please contact Charles Zehren at (212) 843-8590 or [email protected].
