Screaming Eagle amends Lionsgate deal: PIPE upsized to $225M, shareholders approve extension, ~$621M redeemed

Screaming Eagle Acquisition Corp.

Shareholders approved extending deadline to June 15, 2024; 69.96M votes for, 6.85M against.
PIPE increased from $175M to $225M via additional $50M subscription agreement at $10.165/share.
57.8M shares redeemed at ~$10.74 per share for aggregate ~$620.8M; trust balance ~$184.4M.
Amendment eliminates cash payment to non-redeeming public shareholders; they receive Pubco shares 1:1.
Founder shares now convertible 1:1 into Class A shares before closing; sponsor repurchase provisions revised.

item 1.01 item 3.03 item 5.07 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Screaming Eagle Acquisition Corp. entered into Additional Subscription Agreement with additional PIPE Investor valued at $50,000,000 (effective 2024-04-11).

Action: entry
Agreement: equity purchase
Counterparty: additional PIPE Investor
Value: $50,000,000
Effective: 2024-04-11

Exact text from the filing

On April 11, 2024, SEAC, New SEAC and Lionsgate entered into additional Subscription Agreement (the “Additional Subscription Agreement”), pursuant to which an additional PIPE Investor agreed to purchase from Pubco an aggregate of approximately 4,918,839 Pubco Common Shares at a purchase price of $10.165 per share, for an aggregate cash amount of $50,000,000

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Screaming Eagle Acquisition Corp. amended Amendment No. 1 with BCA Parties valued at upsize the PIPE Investment Amount (as defined below) from $175,000,000 to $225,000,000 (effective 2024-04-11).

Action: amendment
Agreement: merger
Counterparty: BCA Parties
Value: upsize the PIPE Investment Amount (as defined below) from $175,000,000 to $225,000,000
Effective: 2024-04-11

Exact text from the filing

ted liability company and a wholly owned subsidiary of Lionsgate (“Studio HoldCo”) and LG Orion Holdings ULC, a British Columbia unlimited liability company (“StudioCo” and, together with SEAC, New SEAC, MergerCo, New BC Sub, Lionsgate and Studio HoldCo, the “BCA Parties”). On April 11, 2024, the BCA Parties entered into an amendment to the Business Combination Agreement (“Amendment No.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Screaming Eagle Acquisition Corp. entered into Business Combination Agreement with SEAC II Corp., Lions Gate Entertainment Corp., and others (effective 2023-12-22).

Action: entry
Agreement: merger
Counterparty: SEAC II Corp., Lions Gate Entertainment Corp., and others
Effective: 2023-12-22

Exact text from the filing

on December 22, 2023, Screaming Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company” or “SEAC”), entered into a business combination agreement (the “Business Combination Agreement”

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Screaming Eagle Acquisition Corp. shareholders approved Amend Articles to allow Class B share conversion one-for-one before business combination. at the 2024-04-09 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2024-04-09

Exact text from the filing

Proposal 3 – Founder Share Amendment Proposal The Shareholders approved

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Screaming Eagle Acquisition Corp. shareholders approved Amend Articles to eliminate net tangible asset redemption limitation. at the 2024-04-09 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2024-04-09

Exact text from the filing

Proposal 2 – Redemption Limitation Amendment Proposal The Shareholders approved

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Screaming Eagle Acquisition Corp. shareholders approved Amend Articles to extend business combination deadline to June 15, 2024 and allow earlier wind-up. at the 2024-04-09 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2024-04-09

Exact text from the filing

The voting results for such proposal were as follows: For Against Abstain 69,956,363 6,845,004 1,394,068

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Source: SEC EDGAR

accession 0001193125-24-093940

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