Spin-off - LIONS GATE ENTERTAINMENT CORP /CN/
Form Type: 15-12G
Filing Date: 2025-05-19
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525122075
Filing Summary: On May 6, 2025, a plan of arrangement was implemented among Starz Entertainment Corp. (formerly Lions Gate Entertainment Corp.), Lionsgate Studios Corp., and Lionsgate Studios Holding Corp. This plan resulted in the spin-off of Starz from the original Lions Gate Entertainment. As a consequence of this transaction, all shares of Class A voting common shares and Class B non-voting common shares of Old Lionsgate were canceled and exchanged for shares of New Lionsgate and Starz, effectively separating their businesses. The document notifies the termination of registration under the Securities Exchange Act of 1934, indicating that Starz is now a distinct entity following the completion of these transactions.
Additional details:
Approximate Number Of Holders Of Record: One
Arrangement Agreement Date: 2025-01-29
Amending Agreement Date: 2025-03-12
Form Type: SCHEDULE 13D/A
Filing Date: 2025-05-08
Corporate Action: Spin-off
Type: Update
Accession Number: 000095017025067187
Filing Summary: The amendment is jointly filed by Warner Bros. Discovery, Inc. and Discovery Lightning Investments Ltd. to report the acquisition of shares in Starz Entertainment Corp., which changed its name from Lions Gate Entertainment Corp. following a separation of its businesses. On May 6, 2025, Starz Entertainment Corp. completed the separation of its LG Studios and Starz businesses, resulting in new classes of shares issued to existing shareholders, including a share exchange. Each Class A and Class B shareholder of Lions Gate received equivalent shares of the newly formed LG Studios, leading to a consolidation of common shares on a 15-to-1 basis. Discovery Lightning Investments Ltd. received 353,334 common shares in the new entity. The document includes information on voting and investor rights agreements that give certain shareholders rights to nominate board members and regulate share transfers. Furthermore, the reporting persons have the ability to influence future business decisions and strategies of the entity, reflecting their ongoing investment plans in the corporation.
Additional details:
Shareholder Name: Discovery Lightning Investments Ltd.
Common Shares Received: 353334
Shareholder Name: Warner Bros. Discovery, Inc.
Common Shares Received: 353334
Transaction Date: 2025-05-06
New Company Name: Starz Entertainment Corp.
Previous Company Name: Lions Gate Entertainment Corp.
Share Conversion Ratio: 15-to-1
Agreement Type: Investor Rights Agreement
Agreement Type: Voting Agreement
Agreement Type: Registration Rights Agreement
Form Type: 8-K
Filing Date: 2025-05-07
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525114510
Filing Summary: On May 6, 2025, Lions Gate Entertainment Corp (now Starz Entertainment Corp) completed a corporate restructuring through the execution of an Arrangement Agreement, resulting in a spin-off of its businesses into two distinct entities: Starz, which retains the subscription platform and other businesses, and New Lionsgate, which comprises the motion picture and television studio operations. The restructuring involved the exchange of shares between existing shareholders of Old Lionsgate and the newly created classes of shares for both companies. Following the transaction, both New Lionsgate and Starz have started trading under new symbols on their respective stock exchanges. The document elaborates on the various agreements executed in connection with the spin-off, including separation, transition services, and employee matters agreements, alongside the termination and creation of financial obligations related to the new corporate structure.
Additional details:
Old Name: old_lionsgate
New Name: starz_entertainment_corp
Spin Off Details: Separation of the businesses through transactions described in the Arrangement Agreement.
Share Exchange: Shareholders received new classes of shares in Starz and New Lionsgate.
New Company Names: ["Starz","New Lionsgate"]
Trading Symbols: {"starz":"STRZ","new_lionsgate":"LION"}
Form Type: 8-K
Filing Date: 2025-05-05
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525112894
Filing Summary: On May 5, 2025, Lions Gate Entertainment Corp. announced that the Supreme Court of British Columbia has granted an order approving the full separation of its Studios Business from its Starz Business. This decision marks a significant corporate restructuring initiative where the company is separating its two main business segments to allow for enhanced operational focus and strategic growth opportunities. The announcement comes through a joint press release issued by Lions Gate Entertainment Corp. and Lionsgate Studios Corp.
Additional details:
Common Class A Member: 2025-05-05
Common Class B Member: 2025-05-05
Other Address Member: 2025-05-05
Press Release Date: 2025-05-05
Form Type: 425
Filing Date: 2025-04-17
Corporate Action: Spin-off
Type: Update
Accession Number: 000119312525084386
Filing Summary: On April 17, 2025, Lions Gate Entertainment Corp. announced substantial details regarding its transactions aimed at separating Lionsgate Studios from its other business segments, primarily the STARZ-branded platforms. An arrangement agreement was established on January 29, 2025, amended on March 12, 2025. This agreement specifies a series of steps for executing a plan of arrangement that will see Lionsgate Studios operate independently. To facilitate shareholder decision-making, an investor presentation and a press release were issued on the same date. Shareholders of LGEC will receive shares in the new entity alongside preferred shares as part of the spin-off. The upcoming meetings on April 23, 2025, will require substantial shareholder votes to approve these structural changes. Supplemental disclosures issued aim to clarify voting procedures related to the proposed transaction, correcting errors in the proxy materials previously issued. The company also filed registration statements and proxy statements to ensure stakeholders are adequately informed about the transactions. The proposed transactions must receive at least two-thirds of the votes cast to be approved, with detailed conditions provided for specific proposals.
Additional details:
New Lionsgate Class A Share Exchange: 1 New Lionsgate Class A share and 1 New Lionsgate Class C preferred share for each LGEC Class A Share
New Lionsgate Class B Share Exchange: 1 New Lionsgate Class B share and 1 New Lionsgate Class C preferred share for each LGEC Class B Share
New Lionsgate Common Share Exchange: 1.12 New Lionsgate common shares for each share held after transaction completion
Starz Common Share Exchange: 1.12 Starz common shares for each LGEC Class A Share after transaction completion
Lg Studios Shareholder Exchange: New Lionsgate new common shares equal to the LG Studios Reorganization Ratio for each LG Studios common share
Meetings Date: April 23, 2025
Proxy Statement Mail Date: March 14, 2025
Registration Statement Date: March 13, 2025
Form Type: 8-K
Filing Date: 2025-04-17
Corporate Action: Spin-off
Type: Update
Accession Number: 000119312525084382
Filing Summary: Lions Gate Entertainment Corp. disclosed an arrangement agreement leading to the spin-off of its Lionsgate Studios business from other operations. The plan involves a series of transactions that will separate the motion picture and television studio operations. A special meeting for shareholders and a joint proxy statement have been organized to facilitate this transaction. Shareholders are set to receive different shares of the new entity, New Lionsgate, in exchange for their existing LGEC shares. The upcoming meetings are scheduled for April 23, 2025, to vote on the proposals that require a two-thirds majority from both Class A and Class B shareholders. Additionally, the document includes an investor presentation and a press release related to these events.
Additional details:
Date Of Report: 2025-04-17
Address: 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8 and 2700 Colorado Avenue, Santa Monica, California 90404
Telephone Number: (877) 848-3866
Arrangement Agreement Date: 2025-01-29
Proxy Statement Mail Date: 2025-03-14
Special Meeting Date: 2025-04-23
Form Type: SCHEDULE 13D/A
Filing Date: 2025-01-29
Corporate Action: Spin-off
Type: Update
Accession Number: 000094787125000083
Filing Summary: On January 27, 2025, Lions Gate Entertainment Corp. filed a Registration Statement on Form S-4 detailing a proposed plan of arrangement to separate its Studios Business from its STARZ-branded premium subscription platforms. This spin-off will establish two standalone publicly traded companies: the newly named Starz Entertainment Corp., holding the Starz Business, and a new entity, New Lionsgate (renamed Lionsgate Studios Corp.), housing the Studios Business. Shareholders of the issuer will receive new class shares in both entities.'
Additional details:
Voting Shares Held: 20,233,455
Class A Voting Shares Held: 4,049,972
Class B Non Voting Shares Held: 2,500,000
Total Voting Shares Outstanding: 83,691,063
Shareholder Percentage Mhr: 24.2
Shareholder Percentage Discovery: 3.0
Form Type: SCHEDULE 13D/A
Filing Date: 2025-01-28
Corporate Action: Spin-off
Type: Update
Accession Number: 000095017025010045
Filing Summary: This Schedule 13D/A statement amends the original Schedule 13D filed on March 18, 2009. It incorporates details related to a plan of arrangement leading to the separation of Lionsgate Studios Corp. from the other businesses of Lions Gate Entertainment Corp., particularly the STARZ-branded premium subscription platforms. Several agreements will be entered into by MHR Fund Management and its affiliates upon closure of the transactions, affecting investor rights and voting arrangements with both the Issuer and LG Studios, altering pre-existing agreements in relation to these entities. The document includes references to multiple amendments in the ownership structure and governance agreements related to the companies involved, highlighting significant changes in ownership and control dynamics post-transaction.
Additional details:
Class A Voting Shares: 30
Business Address: 250 Howe Street 20th Floor Vancouver A1 V6C 3R8
Contact Person: Janet Yeung
Contact Phone: (212) 262-0005
Amended Agreements: [{"agreement_type":"Starz IRA","description":"Amended investor rights agreement with the Issuer"},{"agreement_type":"LG Studios IRA","description":"Amended investor rights agreement with LG Studios"},{"agreement_type":"Starz Voting Agreement","description":"Voting agreement with the Issuer"},{"agreement_type":"LG Studios Voting Agreement","description":"Voting agreement with LG Studios"},{"agreement_type":"Starz Registration Rights Agreement","description":"Registration rights agreement with the Issuer"},{"agreement_type":"LG Studios Registration Rights Agreement","description":"Registration rights agreement with LG Studios"}]
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