Spin-off - Lionsgate Studios Corp.
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.
Document Link: View Document
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.
Document Link: View Document
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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