Form 4: Michael T. Fries Reports Changes in Beneficial Ownership of Starz Entertainment Corp. Shares Following Arrangement Agreement

Michael T. Fries, a director of Starz Entertainment Corp., reports changes in beneficial ownership of Class A and Class B common shares following the consummation of an arrangement agreement.

Summary

• On May 6, 2025, Michael T. Fries, a director of Starz Entertainment Corp., reported changes in his beneficial ownership of the company's shares.
• The changes occurred in connection with the consummation of an arrangement agreement dated January 29, 2025, and amended on March 12, 2025.
• As a result of the agreement, each of the Issuer's Class A voting shares and Class B non-voting shares held by Mr. Fries were exchanged for New Lionsgate new common shares and Starz Entertainment Corp. common shares.
• Equity awards held by employees, service providers, and directors of the Issuer will be converted into awards of New Lionsgate or Starz under their respective 2025 plans, preserving the aggregate fair market value of the awards.
• Mr. Fries disclaims beneficial ownership of common shares held by Liberty Global and its subsidiaries.

Sentiment

Score: 6

Explanation: The document is a standard regulatory filing detailing changes in beneficial ownership following a corporate transaction. It doesn't contain overtly positive or negative information, hence a neutral sentiment score.

Future Outlook

The document outlines the changes in share ownership and equity awards following the arrangement agreement, indicating a corporate restructuring and separation of assets into New Lionsgate and Starz.

Management Comments

• Mr. Fries disclaims beneficial ownership of the common shares held by Liberty Global and its subsidiaries, and this report shall not be deemed an admission that he is, for the purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose, the beneficial owner of such securities.

Industry Context

This announcement reflects a corporate restructuring within the media and entertainment industry, where companies often reorganize to streamline operations, separate assets, or unlock shareholder value. Similar restructurings have been seen with other major media conglomerates splitting into separate entities focused on content production and distribution.

Comparison to Industry Standards

• Similar corporate spin-offs and restructurings have been undertaken by companies like ViacomCBS (now Paramount Global) separating from CBS Corporation, and Time Warner splitting into Warner Bros.
• Discovery and Time Warner Cable.
• These actions often aim to allow each entity to focus on its core competencies and attract different investor profiles.
• The conversion of equity awards to preserve fair market value is a standard practice in such transactions to ensure employees and directors are not negatively impacted.

Stakeholder Impact

• Shareholders are impacted by the restructuring and the exchange of shares.
• Employees and service providers are affected by the conversion of equity awards.
• Directors are impacted by the changes in their equity holdings and roles in the new entities.

Key Dates

Keywords

Beneficial Ownership, Starz Entertainment Corp, Michael T. Fries, Arrangement Agreement, Lionsgate, Equity Awards, Form 4