M&A - LIONS GATE ENTERTAINMENT CORP /CN/
Form Type: 8-K
Filing Date: 2025-04-24
Corporate Action: Merger
Type: New
Accession Number: 000119312525092120
Filing Summary: On April 23, 2025, Lions Gate Entertainment Corp. held its Annual General and Special Meeting where shareholders approved several proposals related to a significant business transaction involving the merger of Lions Gate with Lionsgate Studios. This transaction will result in New Lionsgate acquiring the LG Studios Business and the reorganization of the Starz Business. Shareholders will receive shares in New Lionsgate in exchange for their existing Lions Gate shares. Specifically, for each Class A share, shareholders will receive one New Class A share and one New Class C preferred share, and similarly for Class B shares. Furthermore, a reverse stock split for Starz common shares was voted on, consolidating on a 15-to-1 basis. The shareholder voting showed overwhelming support for the proposals, with high percentages of approval recorded for each item. The completion of these transactions is expected to occur on or about May 5, 2025, following the necessary regulatory and shareholder approvals.
Additional details:
Proposal Name: Lionsgate Transactions Proposal
Percentage Approved: 99.82%
Voted For: 72,564,842
Voted Against: 128,587
Proposal Name: Lionsgate Advisory Organizational Documents Proposals
Percentage Approved: 69.40%
Voted For: 50,441,467
Voted Against: 22,241,252
Proposal Name: Election of Directors
Total Votes: 72,213,185
Percentage Approved: 99.34%
Director Name: Michael Burns
Proposal Name: Re-Appointment of Auditors
Percentage Approved: 100%
Voted For: 71,884,600
Voted Against: 808,829
Proposal Name: Advisory Vote on Executive Compensation
Percentage Approved: 79.73%
Voted For: 57,956,067
Voted Against: 14,737,362
Proposal Name: Approval of the New Lionsgate 2025 Plan
Percentage Approved: 91.64%
Voted For: 66,619,095
Voted Against: 6,074,334
Proposal Name: Approval of the Starz 2025 Plan
Percentage Approved: 91.67%
Voted For: 66,636,182
Voted Against: 6,057,247
Proposal Name: Approval of the Lionsgate 2025 Plan
Percentage Approved: 90.84%
Voted For: 66,032,234
Voted Against: 6,661,195
Proposal Name: Advisory Vote on Reverse Stock Split
Percentage Approved: 99.59%
Voted For: 72,398,845
Voted Against: 294,584
Form Type: S-4/A
Filing Date: 2024-12-31
Corporate Action: Merger
Type: Update
Accession Number: 000119312524287096
Filing Summary: Lions Gate Entertainment Corp is advancing towards a strategic merger involving its Starz business and LG Studios, formalized through the S-4/A filing. The company is undertaking significant organizational changes, which include a comprehensive restructuring plan that evaluates its programming across various platforms. The restructuring has led to substantial content impairment charges totaling $300.6 million, owing to the removal and abandonment of certain programming, particularly in light of evolving market conditions and a strategic shift within the company. The merger is intended to streamline operations and improve efficiencies amid these changes, which are also reflected in costs related to transaction activities and overall restructuring efforts. The company has earlier recorded legal settlements and other costs connected to this merger as part of its financial adjustments.
Additional details:
Incremental Costs Covid:
Total Share Based Compensation Expense In 2024: 15.0 million
Content Impairment Charges: 160.8 million for fiscal year ended March 31, 2024
Bad Debt Reserves Estimated Amounts:
Insurance Recoveries In Covid Related Costs: 1.1 million
Form Type: CORRESP
Filing Date: 2024-11-27
Corporate Action: Merger
Type: Update
Accession Number: 000119312524266380
Filing Summary: On November 27, 2024, Lions Gate Entertainment Corp. submitted a response to SEC comments regarding its Registration Statement on Form S-4 filed on October 15, 2024. The correspondence addresses various comments from the SEC staff relating to the forthcoming merger transaction involving Lionsgate and its subsidiary LG Studios. Key revisions include disclosures about the interests of Lionsgate and LG Studios directors, anticipated levels of indebtedness, details on the restructuring of share ratios, and updates on financing transactions. Notably, a reverse stock split for Starz is planned at a 15-to-1 ratio. Additional details were provided on the company's capital structure, emphasizing the expectations regarding debt levels post-transaction and updates on material contracts.
Additional details:
Page: 1
Question: Please revise to include a Question and Answer that addresses the Interests of Lionsgate and LG Studios Directors and Officers in the Transactions.
Response: Lionsgate has revised the disclosure on pages x-xi and xviii-xix of the Amended Registration Statement.
Page: 2
Question: Please revise to include a Question and Answer about current and anticipated levels of indebtedness for each of New Lionsgate and Starz.
Response: Lionsgate has revised the disclosure on page xxxiii of the Amended Registration Statement.
Page: 2
Question: Please revise to further explain the Exchange Ratio and LG Studios Reorganization Ratio, including that the LG Studios Reorganization Ratio is subject to change pending a final determination of the number of New Lionsgate shares issued.
Response: Lionsgate has revised the disclosure on pages xxii, xxiv-xxv, xxix-xxx, 86, 121-123, 155-156, and 158 of the Amended Registration Statement.
Page: 2
Question: Please revise to highlight revenues, net losses, and indebtedness for the Starz Business and Lionsgate Studios for the periods presented in the proxy statement/prospectus.
Response: Lionsgate has revised the disclosure on page 22 of the Amended Registration Statement.
Page: 3
Question: Please name the investment and financial advisors that assisted Lionsgate in considering the several separation structures that you mention towards the top of page 107 and confirm whether they are the same advisors that ultimately assisted in the Transactions.
Response: Lionsgate has revised the disclosure on page 115 of the Amended Registration Statement.
Page: 3
Question: Please revise to discuss in greater detail the reasons behind the decision to separate the Starz Business and the LG Studios Business.
Response: Lionsgate has revised the disclosure on pages 116 and 120 of the Amended Registration Statement.
Page: 4
Question: Please tell us how you determined that such transactions are probable and the status of any related agreements.
Response: Lionsgate indicates that New Lionsgate has the intent and ability to complete financing transactions on or before the completion of the Transactions.
Page: 4
Question: Please confirm that you have summarized and filed as exhibits all material contracts required by Item 601(b)(10) of Regulation S-K.
Response: Lionsgate will summarize and file all material contracts as required in a subsequent amendment to the Registration Statement.
Page: 4
Question: Please explain the basis on which Starz Networks is a 'leading' provider of premium subscription video programming.
Response: Lionsgate has revised the disclosure on pages 6, 72, and 294 of the Amended Registration Statement.
Page: 6
Question: Please provide more robust disclosure of your assessment of the positive and negative evidence considered in establishing your valuation allowance.
Response: Lionsgate has revised the disclosure on page 313 of the Amended Registration Statement.
Page: 9
Question: Please explain your consideration of disclosing disaggregated revenues at a more detailed level.
Response: Lionsgate views its revenue primarily as subscription-based which is recognized over the period of the subscription.
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