Form 4: Daryl Simm Reports Changes in Beneficial Ownership of Starz Entertainment Corp. Following Merger

Daryl Simm, a director of Starz Entertainment Corp., reports changes in beneficial ownership following the merger with Lionsgate Studios Corp., involving the exchange of shares and equity awards.

Summary

• On April 23, 2025, Daryl Simm, a director of Starz Entertainment Corp., reported changes in beneficial ownership.
• The changes are related to the merger between Starz Entertainment Corp. and Lionsgate Studios Corp., which was finalized on May 6, 2025.
• As a result of the merger, Simm's Class A and Class B common shares were exchanged for new common shares of New Lionsgate and Starz.
• The exchange was conducted pursuant to the Arrangement Agreement dated January 29, 2025, and amended on March 12, 2025.
• Equity awards held by Simm, as a director of both New Lionsgate and Starz, will be partially converted into awards of New Lionsgate and Starz under their respective 2025 plans.
• The conversion is intended to preserve the aggregate fair market value of the awards.
• Following the transaction, Simm directly owns 81,290 Class A Common Shares and 84,980 Class B Common Shares.

Sentiment

Score: 7

Explanation: The document reflects a significant corporate event (merger) and the subsequent adjustments to share ownership and equity awards. The sentiment is neutral to positive, as the merger is expected to create value, and the equity award conversion aims to maintain fair market value for recipients.

Positives

• The merger aims to create value for shareholders by combining Starz and Lionsgate Studios Corp.
• The conversion of equity awards is designed to preserve their fair market value for the recipients.

Risks

• The success of the merger depends on the integration of the two companies and the realization of synergies.
• Changes in market conditions or business performance could impact the value of the new shares and equity awards.

Future Outlook

The document outlines the conversion of equity awards under the New Lionsgate 2025 Plan and the Starz 2025 Plan, indicating a continuation of equity-based compensation for employees and directors.

Industry Context

The merger between Starz and Lionsgate Studios Corp. reflects a trend in the media industry towards consolidation and the creation of larger, more diversified entertainment companies. This allows for greater scale, cost synergies, and a broader content portfolio to compete in the evolving streaming landscape.

Comparison to Industry Standards

• Similar mergers in the media industry, such as the combination of WarnerMedia and Discovery, aim to create larger entities capable of competing with streaming giants like Netflix and Disney+.
• The preservation of equity award value is a common practice in mergers to retain key talent and align their interests with the success of the combined company.
• Comparable companies include Paramount Global, which has also undergone restructuring and strategic shifts to adapt to the changing media landscape.

Stakeholder Impact

• Shareholders will be impacted by the exchange of shares and the potential for increased value through the combined entity.
• Employees and service providers will see changes in their equity awards, with the intention of preserving their value.
• The merger could lead to changes in the competitive landscape, potentially impacting customers and suppliers.

Next Steps

• Continued monitoring of the performance of New Lionsgate and Starz post-merger.
• Implementation of the New Lionsgate 2025 Plan and the Starz 2025 Plan for equity awards.

Key Dates

Keywords

Starz Entertainment Corp, Lionsgate Studios Corp, Merger, Beneficial Ownership, Equity Awards, Share Exchange, Director, Simm, LGF.A