Carl Icahn didn't get his seats on the board of Lions Gate Entertainment Corp., but now he's found a different way to gain sway over the company's directionand potentially more sway than he would have had with the board seats. The billionaire investor, famous for clashing with boards of companies in which he's invested, said last night that he will buy two separate classes of debt that are both convertible into Lions Gate common stock. The $325 million in debt represents all of its debt currently outstanding.
The move could represent a clever way at gaining greater control of the company: If the debt is turned into equity at Lions Gate current stock price, it would double Icahn's stake in the companyfrom 14.5 percent now to about 30 percent. In his discussions with management, Icahn was able to get Mark Rachefsky, who owns about 20 percent of Lions Gate, to side with him, so their combined 50 percent holdings would give them a much more powerful voice than during recent discussions. At the very least, it enables Icahn to flex his muscles about the recent purchase of TV Guidea move he thought was a bad idea. If he buys more than 20 percent of the company's stock he has the right to force Lion's Gate to re-pay the short-term loan (which Icahn called "reckless") used to finance the acquisition.
The latest action comes after public sparring between Icahn and the company and the collapse of talks between the two sides over Icahn's demands for the boards seats. In an interview with The Wrap, Icahn said talks broke down because Lions Gate wanted to place restrictions on him in return for giving him the board seatshe wouldn't be allowed to buy more equity in the company or engage it in a proxy fightbut it wasn't willing to place those same restrictions on other large shareholders.
By Rory Maher