Lions GateEntertainment Corp. said it intends to offer $520 million of seniornotes due 2024 in a private placement in connection with its proposedmerger with .

Lions Gate said it may not be able to achieve its objectiveof reducing its indebtedness in the first 12 to 18 months after the completionof the Starz merger. The company warned that a failure in significantlyreducing the indebtedness could result in a material reduction in its creditquality and adversely impact the trading price of the notes.