Form 4: Starz Entertainment Corp. CFO James W. Barge Reports Share Exchange Following Arrangement Agreement

James W. Barge, CFO of Starz Entertainment Corp., reports the exchange of Class A and Class B common shares for New Lionsgate and Starz shares following the consummation of an arrangement agreement.

Summary

• On May 6, 2025, James W. Barge, the Chief Financial Officer of Starz Entertainment Corp., reported changes in his beneficial ownership of securities.
• This change occurred due to the consummation of an arrangement agreement dated January 29, 2025, and amended on March 12, 2025.
• The agreement involved Starz Entertainment Corp., Lionsgate Studios Corp. (New Lionsgate), LG Sirius Holdings ULC, and Lionsgate Studios Holding Corp.
• Barge's Class A and Class B common shares were exchanged for New Lionsgate common shares and Starz Entertainment Corp. common shares.
• The exchange was conducted pursuant to the Initial Share Exchange, Second Share Exchange, and Reverse Stock Split as defined in the Form S-4.
• As a result of these transactions, Barge's holdings of Class A Common Shares and Class B Common Shares decreased to 0.
• Equity awards held by employees, service providers, and directors of Issuer will be converted into awards of New Lionsgate or Starz under the New Lionsgate 2025 Plan or the Starz 2025 Plan, respectively, preserving the aggregate fair market value of such awards.

Sentiment

Score: 6

Explanation: The document is a standard regulatory filing detailing a share exchange as part of a pre-existing agreement. The sentiment is neutral as it primarily reports factual information without expressing positive or negative views.

Future Outlook

The document outlines the conversion of equity awards into awards of New Lionsgate or Starz, suggesting a continuation of equity-based compensation under the new corporate structure.

Industry Context

This announcement reflects a corporate restructuring or reorganization event, which is common in the entertainment industry as companies seek to optimize their assets and operations. Similar restructurings have been undertaken by companies like ViacomCBS (now Paramount Global) and WarnerMedia (now Warner Bros. Discovery) to streamline their businesses and better compete in the evolving media landscape.

Comparison to Industry Standards

• Corporate restructurings involving share exchanges are common in the media and entertainment industry.
• For example, the merger of CBS and Viacom involved a similar exchange of shares to create a new entity, Paramount Global.
• The spin-off of WarnerMedia from AT&T and its subsequent merger with Discovery also involved complex share exchanges and equity award conversions.
• These transactions often aim to unlock value, streamline operations, or better position the company for future growth, similar to the stated intentions behind the Starz Entertainment Corp. arrangement.

Stakeholder Impact

• Shareholders of Starz Entertainment Corp. will receive shares in New Lionsgate and Starz Entertainment Corp.
• Employees and service providers will have their equity awards converted into awards of either New Lionsgate or Starz, depending on their future employment.
• Directors who serve on both New Lionsgate and Starz boards will have their equity awards split between the two companies.

Key Dates

Keywords

Starz Entertainment Corp., James W. Barge, LGF.A, Share Exchange, Beneficial Ownership, Form 4, Arrangement Agreement, New Lionsgate, CFO