Lions Gate signs SPAC merger to spin off studio business into new public company

STARZ ENTERTAINMENT CORP /CN/

Lions Gate enters Business Combination Agreement with Screaming Eagle Acquisition Corp. to spin off its studio business.
Current Lions Gate shareholders to indirectly hold ~87.3% of new Pubco; SPAC shareholders ~5.7%, PIPE investors ~6.3%.
PIPE investors commit $175M at $9.63/share for ~18.2M Pubco shares; total transaction proceeds target $350M.
Closing conditions include shareholder approval, court approval, Nasdaq listing, and eOne acquisition closing.
Sponsor warrants exchanged for $0.50 cash; private placement warrants cancelled; lock-up and registration rights agreements included.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

STARZ ENTERTAINMENT CORP /CN/ entered into Business Combination Agreement with Screaming Eagle Acquisition Corp., SEAC II Corp., SEAC MergerCo, 1455941 B.C. Unlimited Liability Company, LG Sirius Holdings ULC, LG Orion Holdings ULC (effective 2023-12-22).

Action: entry
Agreement: merger
Counterparty: Screaming Eagle Acquisition Corp., SEAC II Corp., SEAC MergerCo, 1455941 B.C. Unlimited Liability Company, LG Sirius Holdings ULC, LG Orion Holdings ULC
Effective: 2023-12-22

Exact text from the filing

As previously announced, on December 22, 2023, Lions Gate Entertainment Corp., a British Columbia corporation (the " Company "), entered into the Business Combination Agreement with Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (" SEAC "), SEAC II Corp., a Cayman Islands exempted company and a wholly owned subsidiary of SEAC (" New SEAC "), SEAC MergerCo, a Cayman Islands exempted company and a wholly owned subsidiary of New SEAC (" MergerCo "), 1455941 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and a wholly owned subsidiary of SEAC (" New BC Sub "), LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly owned subsidiary of the Company (" Studio HoldCo "), and LG Orion Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Studio HoldCo (" StudioCo ," and such agreement, the " Business Combination Agreement ")

View on SEC.gov

273 material agreements filed in the last 30 days. Browse all material agreements →

STARZ ENTERTAINMENT CORP /CN/ filing history →

Source: SEC EDGAR

accession 0001193125-23-303074

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.