Spin-off - Lionsgate Studios Corp.
Form Type: 15-12G
Filing Date: 2025-05-19
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525122068
Filing Summary: On May 6, 2025, Lionsgate Studios Holding Corp. executed a plan of arrangement under which the businesses of New Lionsgate and Starz were separated through a series of transactions. This led to the cancellation of each common share of Lionsgate Studios, which was exchanged for shares of New Lionsgate. As of the notice date, only one holder of record exists, indicating a significant realignment in ownership structure and corporate focus following the spinoff. The relevant agreements were originally dated January 29, 2025, and amended on March 12, 2025. The filing serves as a certification and notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934.
Additional details:
Approximate Number Of Holders Of Record: One (1)
Effective Time Of Transactions: 2025-05-06
Share Exchange Details: Each common share of Lionsgate Studios was cancelled and exchanged for shares of New Lionsgate.
Arrangement Agreement Date: 2025-01-29
Amending Agreement Date: 2025-03-12
Form Type: 8-K
Filing Date: 2025-05-07
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525114634
Filing Summary: On May 6, 2025, Lionsgate Studios Corp., through a series of transactions outlined in an Arrangement Agreement, successfully separated its businesses into two distinct entities: New Lionsgate and Starz. New Lionsgate retains motion picture and television studio operations, while Starz manages other businesses, including the STARZ-branded subscription platforms. This separation involved a share exchange where Old Lionsgate shareholders received shares of New Lionsgate and Starz based on specified ratios. Following the completion of the transactions, trading for New Lionsgate began under the symbol 'LION' and for Starz under 'STRZ'. Additionally, Old Lionsgate's common shares were notified for delisting from NYSE, and Legacy LG Studios requested removal from NASDAQ. The completion of these transactions represents a significant corporate action resulting in the creation of two independent publicly traded companies.
Additional details:
Share Exchange Class A: One New Lionsgate Class A common share and one New Lionsgate Class C preferred share for each Class A share of Old Lionsgate
Share Exchange Class B: One New Lionsgate Class B common share and one New Lionsgate Class C preferred share for each Class B share of Old Lionsgate
New Symbol: LION
Old Symbol: LGEC
Starz Symbol: STRZ
Form Type: 8-K
Filing Date: 2025-05-05
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525112891
Filing Summary: On May 5, 2025, Lionsgate Studios Corp. announced that the Supreme Court of British Columbia granted the order approving the full separation of the Studios Business from the Starz Business of Lionsgate. This separation allows the company to operate the Studios Business independently from the Starz Business, potentially positioning both entities more effectively for future growth and investment opportunities. The announcement was made in a joint press release issued alongside Lions Gate Entertainment Corp. and is documented as Exhibit 99.1 of the 8-K filing.
Additional details:
Date Of Report: 2025-05-05
Address Principal Executive Offices: 250 Howe Street, 20th Floor, Vancouver, British Columbia V6C 3R8
Address Secondary Office: 2700 Colorado Avenue, Santa Monica, California 90404
Trading Symbol: LION
Exchange Registered: Nasdaq Global Select Market
Exhibit 99 1: Press Release dated May 5, 2025
Exhibit 104: Cover page formatted in Inline XBRL (Exhibit 101)
Form Type: 8-K
Filing Date: 2025-04-17
Corporate Action: Spin-off
Type: Update
Accession Number: 000119312525084390
Filing Summary: Lionsgate Studios Corp. is spinning off its motion picture and television studio operations from Lionsgate's other businesses, including the STARZ platforms, as part of a plan of arrangement. The arrangement agreement was initially made on January 29, 2025, and amended on March 12, 2025. An annual general meeting is set for April 23, 2025, to vote on this arrangement. On April 17, 2025, investor presentations were released regarding the transaction, which include provisions for shareholders of Lionsgate to receive new shares in the newly formed entity. Amendments to voting requirements for various proposals were also disclosed, emphasizing the need for a two-thirds majority for definitive approvals. Supplemental disclosures were made to clarify earlier votes and proposals related to the reorganization, including a reverse stock split proposal. The filing suggests active engagement with shareholders and highlights the importance of understanding the implications of the spin-off on both Lionsgate and Lionsgate Studios shareholders.
Additional details:
Investor Presentation Date: 2025-04-17
Press Release Date: 2025-04-17
Registration Statement Filing Date: 2025-03-13
Proxy Statement Filing Date: 2025-03-14
Form Type: DEFM14A
Filing Date: 2025-03-14
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525054902
Filing Summary: On March 14, 2025, Lionsgate Studios Corp., along with Lions Gate Entertainment Corp. and its subsidiaries, filed a joint proxy statement/prospectus regarding a planned spin-off of Lionsgate Studios. The arrangement will separate the motion picture and television studio operations of LG Studios from other segments of Lionsgate, particularly the Starz-branded subscription platforms. Shareholders will receive shares in two entities: Starz Entertainment Corp. (formerly Lionsgate) and New Lionsgate, which will be renamed Lionsgate Studios Corp. The transaction includes a detailed share exchange mechanism. LGEC shareholders will receive New Lionsgate shares and Class C preferred shares in exchange for their Class A and B shares. Following a series of transactions, including a reverse stock split, the common shares for both entities will each hold one vote per share. Both companies aim to complete the Transactions tax-free for U.S. federal income tax purposes. The annual shareholder meetings for both Lionsgate and LG Studios are scheduled for April 23, 2025, to secure necessary approvals for the spin-off and other measures outlined in the proxy statement.
Additional details:
Shareholder Meeting Date: 2025-04-23
Shareholder Meeting Location: PricewaterhouseCoopers Place, Vancouver, British Columbia
Transaction Details: Share exchange and spin-off including the creation of new classes of shares and a reverse stock split.
New Entity Names: {"starz":"Starz Entertainment Corp.","new_lionsgate":"Lionsgate Studios Corp."}
Shareholder Approval Requirement: 66 2/3% of votes cast
Tax Implications: Generally tax-free for U.S. federal income tax; Canadian tax implications apply to CC holders.
Proxy Vote Instructions: Shareholders urged to submit proxies promptly for the meetings.
Share Exchange Overview: Details of the exchange of LGEC shares for New Lionsgate shares.
Form Type: 8-K
Filing Date: 2025-03-10
Corporate Action: Spin-off
Type: New
Accession Number: 000119312525050361
Filing Summary: On March 10, 2025, Lionsgate Studios Corp. announced via a press release that it will hold a special meeting of shareholders concerning the proposed separation of its Studios Business from the Starz Business within Lions Gate Entertainment Corp. This action is referred to as the Separation. The details regarding the Separation were further clarified in a registration statement on Form S-4 that Lionsgate and Lionsgate Studios Holding Corp. (New Lionsgate) filed with the SEC, which includes a joint proxy statement/prospectus. It was emphasized that shareholders should read these documents thoroughly as they contain important information regarding the transaction. The communication explicitly outlined that it does not constitute a solicitation of proxies, offers to sell, or recommendations to buy securities related to either company. The filing features risks and uncertainties about the transaction, including the potential inability to gain regulatory approvals and other market risks associated with the Separation.
Additional details:
Title: press_release_date
Value: 2025-03-10
Title: registration_statement
Value: Form S-4
Title: interested_persons_contact
Value: [email protected]
Title: directors_info
Value: Information included in S-4
Title: emerging_growth_company
Value: No
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