Single Class of Stock Will Begin Trading on NASDAQ Under Ticker
Symbol LION
Transaction Creates One of World's Largest, Pure Play,
Publicly-Traded Content Companies
Deal Raises $350 Million in
Proceeds from Leading Investors
SANTA
MONICA, Calif., and VANCOUVER,
BC, May 13, 2024 /PRNewswire/ -- Lionsgate
(NYSE: LGF.A, LGF.B) today announced that Lionsgate Studios
(NASDAQ: LION) will launch tomorrow, May
14, as one of the world's largest standalone pure play,
publicly-traded content companies when it begins trading as a
single class of stock under the NASDAQ ticker symbol LION.
Lionsgate Studios is comprised of Lionsgate's Motion Picture Group
and Television Studio segments along with a 20,000-plus title film
and television library.
The transaction, which raised $350
million in proceeds from a group of leading investors, was
enabled by a business combination with Screaming Eagle Acquisition
Corp. (NASDAQ: SCRM), whose shareholders approved the deal at an
extraordinary general meeting on May
7, 2024. Screaming Eagle is a publicly-traded special
purpose acquisition company established for the purpose of
effecting a merger, asset acquisition, or similar business
combination with one or more businesses.
The transaction is a major step in executing Lionsgate's plan to
fully separate its Studio and STARZ businesses. It values
Lionsgate Studios at an enterprise value of $4.6 billion.
The newly-created Lionsgate Studios is a platform-agnostic, pure
play content company with a deep portfolio of franchise properties,
including The Hunger Games, John Wick, The Twilight
Saga, Now You See Me and Saw and the
television series Mad Men, Orange Is the New
Black, Ghosts, The Rookie and the Power
Universe, a robust and diversified film and television production
and distribution business, a leading talent management and
production company, and a world-class film and television
library.
As a result of the transaction, 87.2% of the total shares of
Lionsgate Studios are expected to be held by Lionsgate, while
former Screaming Eagle public shareholders and founders and common
equity investors are expected to own an aggregate of approximately
12.8% of the combined company. Lionsgate Studios does not
include the STARZ premium subscription platform, which will
continue to be wholly owned by Lionsgate.
"This transaction reaffirms our longstanding belief in the value
of premium content by enabling us to launch Lionsgate Studios as
one of the world's leading standalone, pure play, publicly-traded
content companies," said Lionsgate CEO Jon
Feltheimer and Vice Chair Michael
Burns. "It is an important step forward in the process
of preparing strategically and financially for the full separation
of our Studio and STARZ businesses that is designed to deliver
incremental value to all of our stakeholders."
The Company noted that it continues to anticipate that the full
separation will occur by the end of calendar 2024.
"We're thrilled to be part of creating a company positioned in
the sweet spot of the entertainment content business," said
Screaming Eagle CEO Eli
Baker. "At launch, Lionsgate Studio is one of the
largest standalone pure play content companies in the world, well
positioned to deliver value to new and existing shareholders
through an innovative and creative transaction."
Morgan Stanley & Co. LLC (Morgan Stanley) acted as financial
advisor to Lionsgate. Citigroup Capital Markets Inc.
(Citigroup) acted as financial advisor to Screaming Eagle.
PJT Partners also acted as financial advisor to Lionsgate.
Citigroup and Morgan Stanley acted as co-placement agents for
Screaming Eagle with respect to the common equity financing.
Wachtell, Lipton, Rosen & Katz
acted as legal advisor to Lionsgate and Denton's Canada LLP acted
as legal advisor to Lionsgate in Canada. White & Case LLP
acted as legal advisor to Screaming Eagle and Goodmans LLP acted as
legal advisor to Screaming Eagle in Canada. Davis Polk & Wardwell LLP acted as legal
advisor to Citigroup and Morgan Stanley in connection with their
roles as co-placement agents.
Lionsgate Studios will ring the opening bell at NASDAQ at 9:30a
ET/6:30a PT on Wednesday, May 15, to
celebrate the launch.
About Lionsgate Studios
Lionsgate Studios (NASDAQ: LION) is one of the world's leading
standalone, pure play, publicly-traded content companies. It
brings together diversified motion picture and television
production and distribution businesses, a world-class portfolio of
valuable brands and franchises, a talent management and production
powerhouse and a more than 20,000-title film and television
library, all driven by Lionsgate's bold and entrepreneurial
culture.
About Lionsgate
Lionsgate (NYSE: LGF.A, LGF.B) encompasses world-class motion
picture and television studio operations and the STARZ premium
global subscription platform, together bringing a unique and varied
portfolio of entertainment to consumers around the world. The
Company's motion picture, television and subscription businesses
are backed by a more than 20,000-title film and television
library. A digital age company driven by its entrepreneurial
culture and commitment to innovation, the Lionsgate brand is
synonymous with bold, original, relatable entertainment for
audiences worldwide. Lionsgate holds an approximately 87.2%
stake in the newly-created Lionsgate Studios.
For investor inquiries, please contact:
Nilay Shah
nshah@lionsgate.com
310-255-3651
For media inquiries, please contact:
Peter D. Wilkes
310-255-3726
pwilkes@lionsgate.com
Forward-Looking Statements
This press release contains certain statements that may
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act, and Section 21E of the
Exchange Act. Forward-looking statements include, but are not
limited to, statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "seek," "should," "target," "would" and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements may include, for
example, statements about the ability of Lionsgate Entertainment
Corp. ("Lionsgate") to effectuate the separation of Lionsgate
Studios Corp. ("Lionsgate Studios") and the STARZ Business of
Lionsgate; the benefits of the Business Combination; changes in
Lionsgate's or Lionsgate Studios' strategy, future operations,
financial position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management. These
forward-looking statements are based on information available as of
the date of this release, and current expectations, forecasts and
assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing Lionsgate's or Lionsgate Studios'
views as of any subsequent date, and neither Lionsgate nor
Lionsgate Studios undertakes any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. Lionsgate and Lionsgate Studios cannot
give any assurance that either of them will achieve its
expectations. You should not place undue reliance on these
forward-looking statements. As a result of a number of known and
unknown risks and uncertainties, Lionsgate's or Lionsgate Studios'
actual results or performance may be materially different from
those expressed or implied by these forward-looking statements.
Some factors that could cause actual results to differ include:
(i) the timing to the proposed separation or the receipt of
proceeds in connection with the Business Combination; (ii) the
outcome of any legal, regulatory or governmental proceedings that
may be instituted against Lionsgate or Lionsgate Studios or any
investigation or inquiry in connection with the Business
Combination; (iii) the ability to recognize the anticipated
benefits of the Business Combination; (iv) unexpected costs
related to the Business Combination; (v) the possibility that
the Company may be adversely affected by other economic, business,
and/or competitive factors; (vi) operational risks;
(vii) litigation and regulatory enforcement risks, including
the diversion of management time and attention and the additional
costs and demands on Lionsgate's or Lionsgate Studios' resources;
and (viii) other risks and uncertainties indicated from time
to time in the annual report on Form 10-K of
Lionsgate (the "Lionsgate Form 10-K") filed with the
Securities and Exchange Commission on May 25, 2023, the
quarterly report on Form 10-Q of Lionsgate filed with the
Securities and Exchange Commission on February 8, 2024 and the
current report on Form 8-K of Lionsgate Studios to be filed with
the Securities and Exchange Commission in connection with the
consummation of the Business Combination (the "Studios Form 8-K")
including those under "Risk Factors" in the Lionsgate
Form 10-K and Studios Form 8-K, and in the other periodic
reports and other filings of Lionsgate and Lionsgate Studios with
the Securities and Exchange Commission.
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SOURCE Lionsgate