Form 4: Mark Rachesky Reports Ownership Changes in Lionsgate Studios Corp. Following Arrangement Agreement

Sentiment:

SEC Form 4


Mark Rachesky, a director and 10% owner of Lionsgate Studios Corp., reports changes in beneficial ownership of common shares following the consummation of an arrangement agreement.

Summary

  • Mark Rachesky, a director and 10% owner of Lionsgate Studios Corp., filed a Form 4 detailing changes in his beneficial ownership of the company's common shares.
  • The changes are a result of the consummation of an arrangement agreement dated January 29, 2025, and amended on March 12, 2025.
  • As part of the agreement, Lions Gate Entertainment Corp. (LGEC) was reorganized, and shares were exchanged for New Lionsgate (Lionsgate Studios Corp.) common shares and Starz Entertainment Corp. common shares.
  • Rachesky's reported ownership includes direct and indirect holdings through various investment partnerships, including MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, and others.
  • He disclaims beneficial ownership of shares held by these partnerships except to the extent of his pecuniary interest.
  • The total number of Lionsgate Studios Corp. shares beneficially owned following the reported transactions is 37,867,658.
  • The reported transactions occurred on May 7, 2025, with a price of $0 per share, reflecting the exchange as part of the arrangement agreement.

Sentiment

Score: 6

Explanation: The document is a routine regulatory filing related to a corporate reorganization. While the reorganization itself may have strategic implications, the filing itself is neutral in sentiment.

Future Outlook

The document does not contain specific forward-looking statements regarding the future outlook of Lionsgate Studios Corp.

Industry Context

This announcement reflects a corporate reorganization and share exchange, which is a common strategy for companies to restructure their businesses and unlock value. Similar transactions can be seen across the media and entertainment industry as companies adapt to changing market conditions.

Comparison to Industry Standards

  • Corporate reorganizations and spin-offs are common in the media industry, with companies like ViacomCBS (now Paramount Global) and WarnerMedia (now part of Warner Bros. Discovery) having undergone similar restructurings.
  • The share exchange mechanism is similar to that used in mergers and acquisitions, where shareholders of one company receive shares in the newly formed or acquiring entity.
  • The level of detail provided regarding beneficial ownership and indirect holdings is consistent with regulatory requirements for transparency in corporate ownership.

Stakeholder Impact

  • Shareholders of Lions Gate Entertainment Corp. were impacted by the share exchange, receiving shares in both Lionsgate Studios Corp. and Starz Entertainment Corp.
  • The reorganization may have implications for employees and other stakeholders, depending on the strategic direction of the newly formed entities.

Key Dates

DateDescription
January 29, 2025Date of the Arrangement Agreement by and among the Issuer, Lionsgate Studios Corp., LG Sirius Holdings ULC and Lionsgate Studios Holding Corp.
March 12, 2025Date of the amending agreement to the Arrangement Agreement.
March 14, 2025Form S-4 declared effective by the U.S. Securities and Exchange Commission.
May 6, 2025Consummation of the transactions contemplated by the Arrangement Agreement.
May 7, 2025Date of the reported transactions and filing of Form 4.

Keywords

Lionsgate Studios Corp., Mark Rachesky, beneficial ownership, Form 4, arrangement agreement, share exchange, MHR Capital Partners, director, 10% owner, corporate reorganization

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