Form 4: Starz Entertainment Corp. Executive Bruce Tobey Reports Share Exchange Following Arrangement Agreement

Bruce Tobey, Executive Vice President and General Counsel of Starz Entertainment Corp., reports the exchange of Class A and Class B shares for New Lionsgate and Starz common shares following the consummation of an arrangement agreement.

Summary

• On May 6, 2025, Bruce Tobey, an executive at Starz Entertainment Corp., exchanged his Class A and Class B shares due to the consummation of an arrangement agreement.
• The agreement involved Lionsgate Studios Corp. (New Lionsgate), LG Sirius Holdings ULC, and Lionsgate Studios Holding Corp.
• Tobey's shares were exchanged for New Lionsgate common shares and Starz Entertainment Corp. common shares.
• Equity awards held by employees or service providers transitioning to New Lionsgate or Starz will be converted into awards under the New Lionsgate 2025 Plan or the Starz 2025 Plan, respectively.
• Awards held by directors serving both New Lionsgate and Starz will be partially converted into awards under both plans.
• The conversion aims to maintain the aggregate fair market value of the awards.
• Following the transaction, Tobey directly owns 0 Class A Common Shares and 0 Class B Common Shares.

Sentiment

Score: 7

Explanation: The document describes a planned corporate action (share exchange) as part of a larger restructuring. The sentiment is neutral to slightly positive as the restructuring aims to unlock value and the equity award conversion aims to maintain employee incentives.

Positives

• The arrangement agreement's terms aim to preserve the fair market value of equity awards during the conversion process.

Future Outlook

The document outlines the conversion of equity awards under new plans (New Lionsgate 2025 Plan and Starz 2025 Plan), suggesting a continuation of equity-based compensation and incentives within the newly structured entities.

Industry Context

This announcement reflects corporate restructuring activity within the media and entertainment industry, specifically the separation and reorganization of Lionsgate's studio and Starz businesses. Such restructurings are often aimed at unlocking value, streamlining operations, or better positioning different business segments for growth or strategic partnerships.

Comparison to Industry Standards

• Similar corporate restructurings and spin-offs have been observed in the media industry, such as the separation of Time Warner into WarnerMedia (now part of Warner Bros. Discovery) and Time Inc. (now Meredith Corporation).
• The conversion of equity awards into new plans is a standard practice during mergers, acquisitions, and spin-offs to ensure continuity of employee incentives and alignment with the new corporate structure.
• The stated goal of preserving the aggregate fair market value of equity awards is consistent with industry best practices to maintain employee morale and retention during organizational changes.

Stakeholder Impact

• Shareholders of Starz Entertainment Corp. will see their shares converted into shares of New Lionsgate and Starz, impacting their ownership structure.
• Employees and service providers of Starz Entertainment Corp. will have their equity awards converted into awards under new equity plans, potentially affecting their compensation and incentives.
• Directors serving both New Lionsgate and Starz will have their equity awards partially converted into awards under both plans.

Key Dates

Keywords

Starz Entertainment Corp, Bruce Tobey, share exchange, LGF.A, Lionsgate, arrangement agreement, equity awards, Form 4