Lionsgate Studios Corp. Files SC 13D

TL;DR

Lionsgate Studios Corp. (formerly SEAC II Corp.) filed a 13D on Lionsgate Entertainment. Big changes coming?

AI Summary

On May 20, 2024, Lionsgate Studios Corp. (formerly SEAC II Corp.) filed an SC 13D, indicating a change in beneficial ownership. The filing pertains to Lionsgate Entertainment Corp. /CN/, with its principal executive offices located at 2700 Colorado Avenue, Santa Monica, CA.

Why It Matters

This filing signals a potential shift in control or significant investment in Lionsgate Entertainment Corp., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions like mergers, acquisitions, or activist investor campaigns, introducing uncertainty.

Key Players & Entities

• Lionsgate Studios Corp. (company) — Subject company and filer
• SEAC II Corp. (company) — Former name of Lionsgate Studios Corp.
• Lionsgate Entertainment Corp. /CN/ (company) — Company subject to the filing
• 2700 Colorado Avenue, Santa Monica, CA (location) — Principal executive offices

FAQ

Key Financial Figures

• $10.70 — nce Equity Value (as defined in BCA) by $10.70 pursuant to and in accordance with the
• $350.0 m — s transaction proceeds of approximately $350.0 million, of which approximately $330.0 mi
• $330.0 million — $350.0 million, of which approximately $330.0 million was received at or shortly after Closin
• $20.0 million — Closing and the remaining approximately $20.0 million is expected to be received after Closin
• $317.3 million — A, the Issuer transferred approximately $317.3 million in cash to a wholly-owned subsidiary of
• $1,100 million — Note, LGTV will be able to borrow up to $1,100 million from LGCH on a revolving basis. LGTV al
• $399 million — basis. LGTV also assumed approximately $399 million in term A loans and approximately $819
• $819 million — llion in term A loans and approximately $819 million in term B loans thereunder. The Interco
• $12.50 — Studios Common Shares equals or exceeds $12.50 per share and (y) with respect to the r
• $15.00 — Studios Common Share equals or exceeds $15.00 per share, in each case at least 180 da

Filing Documents

• d816086dsc13d.htm (SC 13D) — 88KB
• d816086dex998.htm (EX-99.8) — 3KB
• 0001193125-24-142953.txt ( ) — 93KB

From the Filing

SC 13D 1 d816086dsc13d.htm SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* Lionsgate Studios Corp. (Name of Issuer) Common Shares, no par value per share (Title of Class of Securities) 53626M104 (CUSIP Number) Bruce Tobey Executive Vice President and General Counsel 2700 Colorado Avenue Santa Monica, California 90404 (877) 848-3866 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 2024 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 53626M104 SCHEDULE 13D (1) Names of reporting persons Lions Gate Entertainment Corp. (2) Check the appropriate box if a member of a group (see instructions) (a)(b) (3) SEC use only (4) Source of funds (see instructions) OO(1) (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) (6) Citizenship or place or organization British Columbia, Canada Number of shares beneficially owned by each reporting person with: (7) Sole voting power 0 (8) Shared voting power 253,435,794 (9) Sole dispositive power 0 (10) Shared dispositive power 253,435,794 (11) Aggregate amount beneficially owned by each reporting person 253,435,794 (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) (13) Percent of class represented by amount in Row (11) 87.8%(2) (14) Type of reporting person (see instructions) CO (1) Acquired pursuant to the Business Combination Agreement, dated as of December 22, 2023, as amended on April 11, 2024 and May 9, 2024, by and among Lions Gate Entertainment Corp., LG Sirius Holdings ULC, Screaming Eagle Acquisition Corp., SEAC II Corp., SEAC MergerCo, 1455941 B.C. Unlimited Liability Company, and LG Orion Holdings ULC (the BCA). The number of common shares, without par value of Lionsgate Studios Corp. (such shares, LG Studios Common Shares and Lionsgate Studios Corp., the Issuer) issued to the Reporting Persons (as defined below) was calculated by dividing the StudioCo Issuance Equity Value (as defined in BCA) by $10.70 pursuant to and in accordance with the BCA. (2) The calculation of this percentage is based on an aggregate 288,681,224 LG Studios Common Shares outstanding as of May 13, 2024, which is expected to increase to 290,758,067 LG Studios Common Shares outstanding, according to the Issuer, following which the percentage shall be 87.2%. CUSIP No. 53626M104 (1) Names of reporting persons LG Sirius Holdings ULC (2) Check the appropriate box if a member of a group (see instructions) (a)(b) (3) SEC use only (4) Source of funds (see instructions) OO(1) (5) Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) (6) Citizenship or place or organization British Columbia, Canada Number of shares beneficially owned by each reporting person with: (7) Sole voting power 0 (8) Shared voting power 253,435,794 (9) Sole dispositive power 0 (10) Shared dispositive power 253,435,794 (11) Aggregate amount beneficially owned by each reporting person 253,435,794 (12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions) (13) Percent of class represented by amount in Row (11) 87.8%(2) (14) Type of reporting person (see instructions) CO (1) Acquired pursuant to the BCA. The number of LG Studios Common Shares issued to the Reporting Persons (as defined below) was calculated by dividing the StudioCo Issuance Equity Value (as defined in BCA) by $10.70 pursuant to and in accordance with the BCA. (2) The calculation of this percentage is based on an aggregate 288,681,224 LG Studios Common Shares outstanding as of May 13, 2024, which is expected to increase to 290,758,067 LG Studios Common Shares ou

View Full Filing

View this SC 13D filing on SEC EDGAR