--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-114510" form_type: "8-K" ticker: "STRZ" cik: "0000929351" company_name: "STARZ ENTERTAINMENT CORP /CN/" filed_at: "2025-05-07T23:59:59+00:00" generated_at: "2026-05-22T10:22:10.477485+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Lions Gate completes separation into two public companies: LION (NYSE) and STRZ (Nasdaq) ## Summary - Each Old Lionsgate share converted into 1.12 New Lionsgate common and 1.12 Starz common; Starz shares consolidated 15:1. - Starz entered new $300M term loan + $150M revolver credit facility maturing in 4 years; covenant step-down from 4.5x to 3.5x net leverage. - Starz board appointed: Michael Burns (Chair), CEO Jeffrey A. Hirsch, CFO Scott Macdonald; former CEO Jon Feltheimer removed. - Old Lionsgate shares delisted from NYSE, Legacy LG Studios from Nasdaq. New Lionsgate (LION) and Starz (STRZ) begin trading separately. - Old credit agreement repaid in full and terminated; all commitments thereunder ended. ## SEC filing metadata - accession: 0001193125-25-114510 - form_type: 8-K - ticker: STRZ - cik: 0000929351 - company_name: STARZ ENTERTAINMENT CORP /CN/ - filed_at: 2025-05-07T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 1.02, 2.01, 3.01, 5.01, 3.03, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/d864362d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-114510 - JSON: https://secwatch.observer/filing/0001193125-25-114510.json - Plain text: https://secwatch.observer/filing/0001193125-25-114510.txt ## Key facts - Debt Financings STARZ ENTERTAINMENT CORP /CN/ incurred credit facility of $300.0 million senior secured term loan credit facility and a $150.0 million senior secured revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent at Term SOFR (subject to a 0.00% floor) or a base rate, in each case plus an applic maturing four years after the closing date of the facility. - Instrument: credit facility - Principal: $300.0 million senior secured term loan credit facility and a $150.0 million senior secured revolving credit facility - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent - Rate: Term SOFR (subject to a 0.00% floor) or a base rate, in each case plus an applic - Maturity: four years after the closing date of the facility - Event: incurrence source text: Starz entered into a new credit agreement (the “Credit Agreement”) with Starz Capital Holdings LLC, as borrower (the “Borrower”), the guarantors referred to therein, the lenders referred to therein and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for (i) a $300.0 million senior secured term loan credit facility and (ii) a $150.0 million senior secured revolving credit facility. evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Mignon L. Clyburn was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Jason Wyrick was appointed as Executive Vice President, Technology at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Executive Vice President, Technology source text: Jason Wyrick Executive Vice President, Technology evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Audrey Lee was appointed as Executive Vice President, General Counsel and Secretary at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Executive Vice President, General Counsel and Secretary source text: Audrey Lee Executive Vice President, General Counsel and Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Jeffrey A. Hirsch was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Emily Fine was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Alison Hoffman was appointed as President, Starz Networks at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: President, Starz Networks source text: Alison Hoffman President, Starz Networks evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Lisa Gersh was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Dr. Marc Graboff was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Hardwick Simmons was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Jeffrey A. Hirsch was appointed as President and Chief Executive Officer at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: President and Chief Executive Officer source text: Jeffrey A. Hirsch President and Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Michael Burns was appointed as Non-Executive Chair at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Non-Executive Chair source text: Michael Burns was appointed Non-Executive Chair of the Starz Board evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Scott Macdonald was appointed as Chief Financial Officer and Treasurer at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Chief Financial Officer and Treasurer source text: Scott Macdonald Chief Financial Officer and Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Bruce Mann was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Harry E. Sloan was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Dr. Mark H. Rachesky was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Executive change Joshua W. Sapan was appointed as Director at STARZ ENTERTAINMENT CORP /CN/. - Action: appointed - Role: Director source text: Starz’s notice of articles were amended to remove all directors of Starz and to name Michael Burns, Mignon L. Clyburn, Emily Fine, Lisa Gersh, Dr. Marc Graboff, Jeffrey A. Hirsch, Bruce Mann, Dr. Mark H. Rachesky, Joshua W. Sapan, Hardwick Simmons and Harry E. Sloan as the members of the Starz board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - Governance Changes STARZ ENTERTAINMENT CORP /CN/: Notice of articles of Starz were amended in their entirety in connection with the completion of the Transactions. - Change: charter amendment source text: the notice of articles of Starz were amended in their entirety. Copies of Starz’s Articles and Notice of Articles are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm - M&A Transactions STARZ ENTERTAINMENT CORP /CN/ completed a disposition involving Lionsgate Studios Corp. (New Lionsgate) (closed 2025-05-06). - Action: disposition - Counterparty: Lionsgate Studios Corp. (New Lionsgate) - Closing: 2025-05-06 source text: On May 6, 2025, pursuant to the Arrangement Agreement, Old Lionsgate completed the separation of the businesses of New Lionsgate and Starz through a series of transactions evidence_url: https://www.sec.gov/Archives/edgar/data/929351/000119312525114510/0001193125-25-114510-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.