SCHEDULE 13D/A: Warner Bros. Discovery and Discovery Lightning Investments Complete Full Divestment of Starz Entertainment Corp. Shares
Schedule 13D Amendment (Exit Filing)
Warner Bros. Discovery, Inc. and Discovery Lightning Investments Ltd. have filed an Amendment No. 7 to Schedule 13D, confirming the sale of their remaining stake in Starz Entertainment Corp. and marking their exit as beneficial owners.
Summary
- Warner Bros. Discovery, Inc. (WBD) and Discovery Lightning Investments Ltd. (DLI), collectively the Reporting Persons, have filed Amendment No. 7 to Schedule 13D, serving as an exit filing.
- DLI entered into a Purchase Agreement with MHR Capital Partners Master Account LP and MHR Capital Partners (100) LP (MHR Entities) on June 2, 2025.
- Under this agreement, DLI sold 353,334 Common Shares of Starz Entertainment Corp. to the MHR Entities in a private transaction.
- The aggregate cash consideration for the sale was $5,000,000.
- Following the consummation of the transaction on June 3, 2025, DLI ceased to own any Common Shares of Starz Entertainment Corp.
- As a result of the transaction and pursuant to the Investor Rights Agreement dated May 6, 2025, Mr. Marc Graboff, a designee of WBD, resigned from the board of directors of Starz Entertainment Corp. and all associated committees on June 3, 2025.
- Both WBD and DLI now beneficially own 0% of Starz Entertainment Corp.'s Common Shares.
Sentiment
Score: 5
Explanation: The sentiment is neutral for Starz Entertainment Corp. as the filing reports a change in major shareholder ownership rather than operational performance. For the Reporting Persons, it signifies the completion of a planned divestment, which is a neutral event in itself.
Future Outlook
The document primarily reports a completed divestment and does not provide forward-looking statements or guidance regarding Starz Entertainment Corp.'s future operations or financial performance.
Industry Context
This filing reflects a strategic divestment by Warner Bros. Discovery and its subsidiary from a prior investment in Starz Entertainment Corp., indicating a shift in their investment portfolio rather than a direct commentary on the media and entertainment industry's broader trends. The acquisition by MHR Capital Partners suggests continued private equity interest in content and media assets.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director and Committee Member | Mr. Marc Graboff | N/A | 2025-06-03 | Resignation as a designee of WBD, in connection with the divestment of shares by the Reporting Persons. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Resignation | Mr. Marc Graboff, a designee of Warner Bros. Discovery, Inc., resigned from the board of directors of Starz Entertainment Corp. and all committees on which he served. | 2025-06-03 | This change reflects the complete divestment of shares by Warner Bros. Discovery and Discovery Lightning Investments Ltd., leading to the removal of their board representation. It signifies a shift in the composition of Starz Entertainment Corp.'s board and potentially its strategic oversight. |
Stakeholder Impact
- Shareholders: The change in beneficial ownership from Warner Bros. Discovery/Discovery Lightning Investments to MHR Entities alters the shareholder base. The sale price of $14.1509 per share provides a recent valuation point for the private transaction.
- Board of Directors: The resignation of Mr. Marc Graboff changes the composition of the board, potentially influencing future governance and strategic decisions.
Key Dates
| Date | Description |
|---|---|
| 2015-11-20 | Original Schedule 13D filed by the Reporting Persons. |
| 2016-07-01 | Amendment No. 1 to Schedule 13D filed. |
| 2017-02-10 | Amendment No. 2 to Schedule 13D filed. |
| 2019-08-30 | Amendment No. 3 to Schedule 13D filed. |
| 2020-03-26 | Amendment No. 4 to Schedule 13D filed. |
| 2021-12-17 | Amendment No. 5 to Schedule 13D filed. |
| 2025-05-06 | Date of the Investor Rights Agreement. |
| 2025-05-08 | Amendment No. 6 to Schedule 13D filed. |
| 2025-06-02 | Discovery Lightning Investments Ltd. entered into the Purchase Agreement with MHR Entities. |
| 2025-06-03 | Consummation of the share sale transaction; DLI ceased to own any Common Shares; Mr. Marc Graboff resigned from the board of directors of Starz Entertainment Corp. |
| 2025-06-04 | Date of Joint Filing Agreement and Annex A. |
Keywords
Starz Entertainment Corp., Warner Bros. Discovery, Discovery Lightning Investments, SEC filing, Schedule 13D, share sale, divestment, MHR Capital Partners, beneficial ownership, board resignation
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