8-K
filed May 15, 2024, 7:59 PM ET
ticker STRZ
CIK 0000929351
M&A
confidence high
sentiment positive
materiality 0.85
Lionsgate Studios launches as public co on NASDAQ (LION); $4.6B EV, $350M raised
STARZ ENTERTAINMENT CORP /CN/
- Lionsgate Studios begins trading May 14 on NASDAQ under ticker LION; enterprise value $4.6B.
- Transaction raised $350 million in gross proceeds from leading investors.
- Lionsgate retains 87.2% ownership; former Screaming Eagle holders own ~12.8%.
- Full separation of Studio and STARZ businesses expected by end of calendar 2024.
- PIPE investment increased to $274.3 million via additional subscription agreements.
Key facts
Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STARZ ENTERTAINMENT CORP /CN/ entered into Amended and Restated Registration Rights Agreement with LG Studios, Studio HoldCo, Sponsor valued at LG Studios agreed to file registration statement within 30 days after closing (effective 2024-05-13).
- Action
- entry
- Counterparty
- LG Studios, Studio HoldCo, Sponsor
- Value
- LG Studios agreed to file registration statement within 30 days after closing
- Effective
- 2024-05-13
Exact text from the filing
On the Closing Date, LG Studios, Studio HoldCo and the Sponsor entered into an amended and restated registration rights agreement (the “ A&R Registration Rights Agreement ”), pursuant to which, among other things, LG Studios agreed that, within 30 days after the closing of the Business Combination, LG Studios would file with the U.S. Securities and Exchange Commission a registration statement registering the resale of certain securities held by or issuable to certain existing shareholders of SEAC, including the Sponsor, and Studio HoldCo.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STARZ ENTERTAINMENT CORP /CN/ amended Amendment to the Voting and Standstill Agreement with Lions Gate, LG Studios, MHR Fund Management, Liberty Global Ventures Limited, Discovery Lightning Investments Ltd., Warner Bros. Discovery, Inc. valued at Amendment to add LG Studios as party; Lions Gate agreed to vote its common shares in favor of design (effective 2024-05-13).
- Action
- amendment
- Counterparty
- Lions Gate, LG Studios, MHR Fund Management, Liberty Global Ventures Limited, Discovery Lightning Investments Ltd., Warner Bros. Discovery, Inc.
- Value
- Amendment to add LG Studios as party; Lions Gate agreed to vote its common shares in favor of design
- Effective
- 2024-05-13
Exact text from the filing
In connection with the Business Combination, on the Closing Date, Lions Gate, LG Studios, MHR Fund Management, Liberty Global Ventures Limited (f/k/a Liberty Global Incorporated Limited), Liberty Global Ventures Limited (f/k/a Liberty Global Incorporated Limited), Discovery Lightning Investments Ltd., Warner Bros. Discovery, Inc. and funds affiliated with MHR Fund Management entered into an amendment to the Voting and Standstill Agreement (the “ Amendment to the Voting and Standstill Agreement ”) to add LG Studios as a party thereto such that, among other items, certain provisions of the Voting and Standstill Agreement apply to LG Studios as if it were Lions Gate.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STARZ ENTERTAINMENT CORP /CN/ entered into Additional Subscription Agreements with SEAC, New SEAC, Lions Gate, PIPE Investors valued at Aggregate cash investment increased to $274.3 million (effective 2024-05-13).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- SEAC, New SEAC, Lions Gate, PIPE Investors
- Value
- Aggregate cash investment increased to $274.3 million
- Effective
- 2024-05-13
Exact text from the filing
On May 9, 2024 and May 13, 2024, SEAC, New SEAC and Lions Gate entered into additional subscription agreements with certain institutional and accredited investors (the “ PIPE Investors ” and the additional subscription agreements, the “ Additional Subscription Agreements ”) which, in combination with the subscription agreements entered into on December 22, 2023 and April 11, 2024, as previously disclosed, increased the total aggregate cash amount of the investment by the PIPE Investors to $274.3 million.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STARZ ENTERTAINMENT CORP /CN/ entered into Business Combination Agreement with SEAC II Corp., Screaming Eagle Acquisition Corp., LG Orion Holdings ULC valued at Business combination resulting in expected aggregate gross proceeds of $350 million (effective 2024-05-13).
- Action
- entry
- Agreement
- merger
- Counterparty
- SEAC II Corp., Screaming Eagle Acquisition Corp., LG Orion Holdings ULC
- Value
- Business combination resulting in expected aggregate gross proceeds of $350 million
- Effective
- 2024-05-13
Exact text from the filing
On May 13, 2024 (the “ Closing Date ”), Lions Gate Entertainment Corp., a British Columbia company (“ Lions Gate ” or “ Lionsgate ”) consummated the previously announced business combination (the “ Business Combination ”) among Lions Gate, SEAC II Corp., a Cayman Islands exempted company (“ New SEAC ”), Screaming Eagle Acquisition Corp., a Cayman Islands exempted company and formerly parent of New SEAC (“ SEAC ”), and LG Orion Holdings ULC, a British Columbia unlimited liability company (“ StudioCo ”) and a wholly-owned subsidiary of Lions Gate, pursuant to the Business Combination Agreement, dated as of December 22, 2023 and as amended on April 11, 2024 and May 9, 2024, by and among New SEAC, SEAC, Lions Gate, LG Sirius Holdings ULC, a British Columbia unlimited liability company and a wholly-owned subsidiary of Lions Gate (“ Studio HoldCo ”), StudioCo, SEAC MergerCo, a Cayman Islands exempted company and a direct, wholly-owned subsidiary of New SEAC, and 1455941 B.C. Unlimited Liabil
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STARZ ENTERTAINMENT CORP /CN/ entered into Lockup Agreement with Eagle Equity Partners V, LLC, LG Studios, Lions Gate affiliates valued at Lockup agreement with Sponsor and Lions Gate affiliates (effective 2024-05-13).
- Action
- entry
- Counterparty
- Eagle Equity Partners V, LLC, LG Studios, Lions Gate affiliates
- Value
- Lockup agreement with Sponsor and Lions Gate affiliates
- Effective
- 2024-05-13
Exact text from the filing
On the Closing Date, Eagle Equity Partners V, LLC (the “ Sponsor ”) and its transferees and holders of LG Studios’ common shares, without par value, affiliated with Lions Gate entered into a lockup agreement (the “ Lockup Agreement ”) with LG Studios.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STARZ ENTERTAINMENT CORP /CN/ amended Amendment No. 2 to the Business Combination Agreement with New SEAC, SEAC, Lions Gate, Studio HoldCo, StudioCo, SEAC MergerCo, 1455941 B.C. Unlimited Liability Company valued at Amendment to amend the dates on which the SEAC Pre-Arrangement Steps were required to occur relative (effective 2024-05-09).
- Action
- amendment
- Agreement
- merger
- Counterparty
- New SEAC, SEAC, Lions Gate, Studio HoldCo, StudioCo, SEAC MergerCo, 1455941 B.C. Unlimited Liability Company
- Value
- Amendment to amend the dates on which the SEAC Pre-Arrangement Steps were required to occur relative
- Effective
- 2024-05-09
Exact text from the filing
On May 9, 2024, the parties to the Business Combination Agreement entered into an amendment to the Business Combination Agreement (“ Amendment No. 2 ”) to amend the dates on which the SEAC Pre-Arrangement Steps (as defined in the Business Combination Agreement) were required to occur relative to the Closing Date.
View on SEC.gov
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