Form 4: Starz Entertainment Corp: Director Mark Rachesky Reports Changes in Beneficial Ownership Following Merger
SEC Form 4
Director Mark Rachesky reports changes in beneficial ownership of Starz Entertainment Corp shares following the consummation of a merger agreement, resulting in the exchange of shares for New Lionsgate and Starz common shares.
Summary
- Mark Rachesky, a director and 10% owner of Starz Entertainment Corp, filed a Form 4 detailing changes in his beneficial ownership of the company's Class A Voting Shares and Class B Non-Voting Shares on May 7, 2025.
- The changes are a result of the consummation of the transactions contemplated by the Arrangement Agreement dated January 29, 2025, as amended March 12, 2025.
- Each share of Starz's Class A and Class B shares held by Rachesky was exchanged for New Lionsgate common shares and Starz common shares.
- The reported transactions reflect a change in the form of ownership from direct to indirect for a significant portion of the shares, held through various MHR Capital Partners entities.
- Rachesky disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
Sentiment
Score: 5
Explanation: The sentiment is neutral as the document primarily reports a procedural change in ownership following a merger. There are no explicit positive or negative implications for the company's future performance.
Industry Context
This filing reflects the completion of a significant merger transaction in the entertainment industry, where Starz Entertainment Corp has been integrated with Lionsgate Studios Corp. Such mergers often lead to changes in ownership structures and management, as reflected in this Form 4 filing.
Comparison to Industry Standards
- Form 4 filings are standard practice following significant corporate events like mergers, acquisitions, or changes in ownership.
- Comparable filings would be seen from directors and major shareholders of other companies involved in similar transactions, such as the Lionsgate executives and major shareholders after the merger.
Stakeholder Impact
- Shareholders of Starz Entertainment Corp have seen their shares converted into shares of New Lionsgate and Starz common shares.
- The merger may impact employees through potential restructuring or synergies.
- The merger may impact suppliers and customers through potential changes in business strategy.
Key Dates
| Date | Description |
|---|---|
| 2025-01-29 | Date of the Arrangement Agreement between Starz Entertainment Corp and Lionsgate Studios Corp. |
| 2025-03-12 | Date of the amending agreement to the Arrangement Agreement. |
| 2025-03-14 | Form S-4 declared effective by the U.S. Securities and Exchange Commission. |
| 2025-05-06 | Consummation of the transactions contemplated by the Arrangement Agreement. |
| 2025-05-07 | Date of the Form 4 filing. |
| 2025-09-13 | Scheduled vesting date for restricted share units granted by the Issuer. |
| 2025-11-29 | Scheduled vesting date for annual director compensation awards. |
Keywords
Form 4, Beneficial Ownership, Starz Entertainment Corp, Mark Rachesky, Merger, Share Exchange, LGF, New Lionsgate, MHR Capital Partners
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