Lionsgate Studios Corp.: M&A transaction — Lionsgate Studios completes business combination with SEAC; begins trading as LION

Lionsgate Studios Corp.

288,681,224 common shares outstanding post-close; LION starts trading on Nasdaq May 14.
SEAC shareholders redeemed ~$109.3M (~$10.774/share); remaining trust ~$75.7M used for deal costs and intercompany debt.
Intercompany note: up to $1.1B revolver; assumed ~$399M term A and ~$819M term B loans from Lions Gate Parent.
Intercompany revolver with Lions Gate subsidiary: up to $150M at SOFR + 1.75%.
Board designees include MHR (Rachesky, Fine, Harkey), Liberty Global (Fries), and Discovery (Dogra).

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Lionsgate Studios Corp.: LG Studios ceased to be a shell company upon consummation of the business combination (effective 2024-05-13).

Change: shell status
Effective: 2024-05-13

Exact text from the filing

On May 13, 2024, as a result of the consummation of the Business Combination, which fulfilled the “business combination” requirement of SEAC’s amended and restated memorandum and articles of association, LG Studios, as a successor to SEAC, ceased to be a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Lionsgate Studios Corp.: New SEAC changed its fiscal year end from December 31 to March 31.

Change: fiscal year change

Exact text from the filing

In connection with the Closing of the Business Combination, New SEAC changed its fiscal year end from December 31 to March 31, the fiscal year end of StudioCo prior to the Business Combination.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.98

Lionsgate Studios Corp. completed an acquisition involving Screaming Eagle Acquisition Corp. for issuance of 288,681,224 common shares of LG Studios; approximately $75.7 million remaining in trust account plus PIPE proceeds used for expenses and debt repaym (closed 2024-05-13).

Action: acquisition
Counterparty: Screaming Eagle Acquisition Corp.
Consideration: issuance of 288,681,224 common shares of LG Studios; approximately $75.7 million remaining in trust account plus PIPE proceeds used for expenses and debt repaym
Closing: 2024-05-13

Exact text from the filing

cannot guarantee the amount of dividends paid in the future, if any. -11- As of the Closing Date and following the completion of the Business Combination, there are approximately 288,681,244 shares of Pubco Common Shares issued and outstanding held of record by 93 holders. Additional information in the disclosure in the Prospectus in the section entitled “ Market

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Source: SEC EDGAR

accession 0001193125-24-137722

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