SCHEDULE 13D/A: MHR Fund Management, Liberty77 Ink Lionsgate Governance Pact

MHR Fund Management and Liberty77 Capital have entered a new governance and voting agreement with Lionsgate Studios Corp., leading to a new board appointment and standstill provisions.

Summary

• MHR Fund Management LLC and its affiliates, including Mark H. Rachesky, M.D., collectively beneficially own approximately 13.1% of Lionsgate Studios Corp.'s Common Shares, totaling 37,920,093 shares.
• A new Governance, Standstill and Voting Agreement (the "Liberty77 Voting Agreement") was executed on January 26, 2026, between Lionsgate Studios Corp., MHR Fund Management, and the Liberty77 Parties.
• The agreement appoints Steven T. Mnuchin as a Liberty77 Party designated director to the Board, effective January 26, 2026.
• Both the Liberty77 Parties and Fund Management commit to voting their shares in favor of each other's Board nominees.
• A standstill provision prevents the Liberty77 Parties and Fund Management from increasing their ownership above 17.5%, making unsolicited proposals, or engaging in proxy contests for a specified period.
• The Liberty77 Parties beneficially own an aggregate of 37,548,125 Common Shares, representing approximately 13.0% of the total outstanding shares.
• The reporting persons may also be deemed to beneficially own 7,035,969 Common Shares (2.5%) held by the Liberty Global Parties due to a separate voting agreement.
• Total outstanding Common Shares for calculation purposes were 289,729,314 as of November 3, 2025.

Sentiment

Score: 7

Explanation: The filing indicates increased stability in corporate governance through voting and standstill agreements with significant shareholders, which can be viewed positively. The appointment of a new director also adds to board representation. However, the limitations on increasing ownership and certain activist actions could be seen as a slight negative for some investors seeking more aggressive shareholder engagement.

Positives

• The new Liberty77 Voting Agreement establishes a clear governance framework and voting alignment between significant shareholders (MHR Fund Management and Liberty77 Parties).
• The appointment of Steven T. Mnuchin to the Board brings additional expertise and representation from a major investor.
• Standstill provisions reduce the likelihood of immediate activist challenges or hostile takeover attempts, providing stability.

Negatives

• The standstill agreement limits the ability of MHR Fund Management and Liberty77 Parties to significantly increase their ownership beyond 17.5% or pursue certain activist strategies for a defined period.
• The voting agreement could concentrate voting power among these large shareholders, potentially reducing the influence of smaller shareholders on Board elections.

Risks

• The standstill agreement's termination conditions, such as the Issuer entering into a definitive agreement for extraordinary transactions, could lead to future changes in shareholder dynamics or potential market volatility.
• The concentration of voting power through the Liberty Global and Liberty77 Voting Agreements could lead to decisions that primarily benefit the large institutional shareholders rather than the broader shareholder base.

Future Outlook

The Liberty77 Voting Agreement outlines future governance arrangements, including the continued nomination of Steven T. Mnuchin to the Board, subject to ownership thresholds and qualification requirements. The standstill provisions will remain in effect for a period following the departure of any New Liberty Director appointed under the agreement, influencing future shareholder activism and ownership limits.

Industry Context

This filing reflects ongoing consolidation and strategic maneuvering within the media and entertainment industry, where content ownership and distribution rights are highly valued. Large institutional investors often seek to influence corporate governance and strategic direction through significant equity stakes and voting agreements, aiming to unlock value in a competitive landscape.

Management Changes

Corporate Governance

Related Party Transactions

• The Liberty77 Voting Agreement is a significant arrangement between the Issuer and two major shareholder groups (MHR Fund Management and Liberty77 Parties), governing voting, standstill, and other rights.
• The Liberty Global Voting Agreement, previously established, also involves the Issuer and another significant shareholder group (Liberty Global Parties).

Stakeholder Impact

• Shareholders: Increased governance stability due to voting and standstill agreements, potentially reducing short-term volatility from activist campaigns. However, the concentration of voting power among large shareholders might reduce the influence of smaller, unaffiliated shareholders.
• Management/Board: Enhanced stability and clarity regarding shareholder support for Board nominees, allowing management to focus on long-term strategy without immediate activist pressures.

Next Steps

• The Issuer will include Steven T. Mnuchin on its slate of director nominees at the next annual meetings of shareholders and any subsequent annual meetings, provided certain conditions are met.
• The standstill provisions will continue for a period following the departure of any New Liberty Director appointed under the Liberty77 Voting Agreement.
• The restricted share units held by Dr. Rachesky are scheduled to vest in one remaining annual installment on November 28, 2026.

Key Dates

Recommendation

The filing details a new governance and voting agreement that brings stability to Lionsgate Studios Corp.'s shareholder structure by aligning major investors and appointing a new director. The standstill provisions reduce immediate activist risks. While this provides a clearer path for management, it also limits the upside potential from aggressive shareholder-driven changes. The current situation suggests a period of stable governance, making a 'hold' recommendation appropriate as the company executes its strategy under this new framework.

Keywords

Lionsgate Studios Corp., Lionsgate, SEC Filing, Schedule 13D/A, Shareholder Agreement, Voting Agreement, Standstill Agreement, Corporate Governance, Beneficial Ownership, MHR Fund Management, Liberty77 Capital, Steven T. Mnuchin, Board of Directors, Media & Entertainment