Lions Gate Entertainment Corp. (NYSE:LGF) signed an agreement to acquire remaining 95.11% stake in Starz (NasdaqGS:STRZ.A) from John Malone for $3 billion in cash and stock on June 30, 2016. As per the agreement holders of each share of Starz Series A common stock will receive $18 in cash as well as 0.6784 of a share of Lionsgate non-voting stock based on a fixed exchange ratio. Holders of each share of Starz Series B common stock will receive $7.26 in cash and 0.6321 of a share of Lionsgate voting stock and 0.6321 of a share of Lionsgate non-voting stock. Lions Gate intends to fund the cash portion of the deal with a combination of newly issued bank and bond financing. As on October 13, 2016, Lions Gate announced private offering of $520 million of senior notes and allocation of $2 billion term loan B credit facility. Lions Gate expects to use the proceeds of the Notes, Term Loan A and Term Loan B, as well as a portion of the Revolver currently expected to be $50 million to finance a portion of the consideration for its proposed merger with Starz. Following the transaction, Starz changed its name to Starz Acquisition LLC. Starz will pay Lions Gate a termination fee of $150 million if Starz terminates the transaction in order to enter into a superior transaction. Lions Gate will pay Starz a termination fee of $150 million if either party terminates the transaction because Lions Gate’s stockholders fail to approve the transaction, a termination fee of $175 million if Starz terminates the transaction because Lions Gate’s board of directors changes its recommendation regarding approval of the transaction or because Lions Gate materially breaches its non-solicitation covenant and other reasons. After the merger, Starz will continue as a wholly owned subsidiary of Lions Gate Entertainment. The transaction is approved by Boards of Directors of Lionsgate and Starz. Under the terms of the agreement, each share of Lionsgate common stock will be reclassified into 0.5 voting and 0.5 newly created non-voting shares. The transaction is subject to Lions Gate’s and Starz’s shareholders’ approval, expiration or termination of the waiting period under the HSR Act, approval of FCC, effectiveness of Registration Statement, listing of consideration shares on the NYSE and regulatory approval. On August 1, 2016, FTC gave early termination approval. On December 7, 2016, Starz’s stockholders voted to approve the transaction. The transaction is expected to close by year end and is highly accretive. Renee Wilm, Jonathan Gordon, Buzz McGrath, Courtney York, Brittany Uthoff, Justin Blass, Andrew Ligon, John Kaercher, Rachel Ratcliffe, Andrew Thomison, Chad Barton, Tamar Stanley, Robert Fowler, John Lobb, Jessica Stricklin, Stephen Weissman, Paul Cuomo and Ryan Foley of Baker Botts L.L.P. acted as legal advisor for Starz. David Shapiro, Gordon Moodie, Marshall Shaffe, Tsz Hin Kwok, Vishal Chanani, Nelson Fitts, Andrea Wahlquist, Katherine O'Neill, Joshua A. Feltman, John Sobolewski, Joshua Holmes and Tijana Dvornik of Weil, Gotshal & Manges LLP acted as legal advisor for Starz (NasdaqGS:STRZ.A). Aryeh Bourkoff of LionTree Advisors, LLC and The Raine Group LLC acted as financial advisor for Starz (NasdaqGS:STRZ.A). Brett Varsov of The Raine Group LLC also acted as fairness opinion provider to Special Committee of Starz’s Board of Directors. Michael Lubowitz, Adam Templeton, Andrea Ryken, Kelsey Pfleger, David E. Shapiro, Gordon S. Moodie, Marshall P. Shaffer, Tsz Hin Kwok, Vishal Chanani, Nelson O. Fitts, Andrea K. Wahlquist, Katherine A. O'Neill, Joshua A. Feltman, John R. Sobolewski, Joshua M. Holmes and Tijana J. Dvornic of Wachtell, Lipton, Rosen & Katz LLP and Dentons US LLP acted as legal advisors for Lions Gate Entertainment Corp. (NYSE:LGF). George F. Schoen and Jonathan L. Davis of Cravath is representing Paul Tubman and Scott Matlock of PJT Partners Inc. (NYSE:PJT) and Deutsche Bank Securities Inc as financial advisor to Lions Gate Entertainment Corp. J.P. Morgan & Co. Inc., Bank Of America Merrill Lynch and Credit Suisse Securities (USA) LLC acted as financial advisor for Lions Gate Entertainment Corp. (NYSE:LGF). J.P. Morgan & Co. Inc., Bank Of America Merrill Lynch and Deutsche Bank Securities Inc. provided financing for transaction. PJT Partners Inc. (NYSE:PJT) also acted as fairness opinion provider to Board of Directors of Lionsgate and advised on arranging the transaction financing. LionTree Advisors also acted as fairness opinion provider to the Board of Directors of Starz. William B. Sheehan, Ismael Duran, Diego Matamoros, Bill Brentani, Daniel N. Webb, Ryan Coombs, Kate Bai, Bob Zhao, Edward Chung, Alexis Coll-Very, Brandon Martin, Katharine Moir, Tanvi Mirani, Marcela Robledo, Robert Yu, Adeeb Fadil and Noreen Lavan of Simpson Thacher acted as legal advisor for JPMorgan Chase Bank, N.A., Bank of America, N.A. and Deutsche Bank AG in connection with committed financing to Lions Gate Entertainment for the acquisition. Olivier Désilets and Peter MendellDavies of Ward Phillips & Vineberg LLP acted as legal advisor to PJT Partners. Lions Gate agreed to pay PJT Partners a transaction fee for its services in connection with the merger of $14 million in the aggregate, of which $3 million became payable upon delivery of PJT Partners’ opinion and the remainder of which is contingent upon the consummation of the merger. Starz will pay LionTree $20 million for its services which, subject to the following sentence, is contingent upon the consummation of the transaction. MacKenzie Partners, Inc. acted as information agent for Lions Gate and will be paid a fee of up to $50,000, plus reasonable expenses, for these services. D.F. King & Co., Inc. acted as information agent for Starz and will be paid a fee of $10,000 plus reasonable expenses, for these services. Latham & Watkins LLP acted as legal advisor for Starz. Davis Polk & Wardwell acted as legal advisor to MHR Fund Management. George Casey , Robert Katz, Donna Parisi and Kenneth Laverriere of Shearman & Sterling LLP represented Liberty Global PLC as financial advisor to the shareholder of Lions Gate Entertainment Corp.