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                                                            November 13, 2024

James W. Barge
Chief Financial Officer
Lions Gate Entertainment Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8

Adrian Kuzycz
Chief Executive Officer
Lionsgate Studios Holding Corp.
250 Howe Street, 20th Floor
Vancouver, British Columbia V6C 3R8

       Re: Lions Gate Entertainment Corp.
           Registration Statement on Form S-4
           Filed October 15, 2024
           File No. 333-282630
Dear James W. Barge and Adrian Kuzycz:

       We have reviewed your registration statement and have the following
comment(s).

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4 Filed October 15, 2024
Questions and Answers about the Transactions, page xxi

1.     Please revise to include a Question and Answer that addresses the
Interests of
       Lionsgate and LG Studios Directors and Officers in the Transactions.
2.     Please revise to include a Question and Answer about current and
anticipated levels of
       indebtedness for each of New Lionsgate and Starz.
 November 13, 2024
Page 2
Q: How many New Lionsgate new common shares will I receive in the
Transactions?, page
xxiii

3.    Please revise to further explain the Exchange Ratio and LG Studios
Reorganization
      Ratio, including that the LG Studios Reorganization Ratio is subject to
change
      pending a final determination of the number of New Lionsgate shares
issued, as you
      state on page 162. Please provide additional disclosure in the Background
of the
      Transactions section as well.
Summary, page 1

4.    Please revise to highlight revenues, net losses, and indebtedness for the
Starz Business
      and Lionsgate Studios for the periods presented in the proxy
statement/prospectus.
      Please include statements regarding the anticipated changes in
indebtedness upon
      completion the Transactions.
Background of the Transactions, page 107

5.    Please name the investment and financial advisors that assisted Lionsgate
in
      considering the several separation structures that you mention towards
the top of page
      107 and confirm whether they are the same advisors that ultimately
assisted in the
      Transactions.
6.    Please revise to discuss in greater detail the reasons behind the
decision to separate the
      Starz Business and the LG Studios Business and the reasons why the
Lionsgate
      Special Committee determined that the collapse of Lionsgate   s
dual-class share
      structure was in the best interests of Lionsgate and its shareholders.
7.    In reference to the July 19, 2024 meeting, please revise to include any
discussions by
      the Lionsgate Special Committee in determining to go above the 9.5-10%
premium
      range previously contemplated and summarize any discussions that
ultimately led the
      Lionsgate Special Committee to determine that a 12% premium was
appropriate.
8.    We note that representatives of MHR Fund Management, LLC were present
during
      specific portions of certain Lionsgate Special Committee meetings that
involved
      discussions related to the review of materials they had presented. Please
describe the
      materials presented and clarify which representatives of MHR Fund
Management
      were present. In that light, we note that Lions Gate Entertainment's
director Mark H.
      Rachesky, M.D., is the Founder and Chief Investment Officer of MHR Fund
      Management. Please clarify whether he attended any meetings on behalf of
MHR
      Fund Management, recused himself, or otherwise. Please disclose this
relationship,
      along with his beneficial ownership, in the "Interests of Lionsgate
Directors" section.
9.    We note your statement "[t]hereafter, over the next two weeks, the
Lionsgate Special
      Committee and its advisors continued discussing the proposed
reclassification."
      Please revise to summarize any material discussions that occurred during
this time
      period.
10.   We note that the Lionsgate Special Committee engaged Houlihan Lokey on
June 21,
      2024 and Kroll on July 14, 2024 and both financial advisors delivered
their opinions
      on October 3, 2024. However, we note that negotiations with MHR Fund
      Management and other holders of LGEC Class A common stock occurred prior
to
 November 13, 2024
Page 3

       October 3, 2024. Please clarify whether the discussions regarding the
premium
       occurred with the input of Houlihan and Kroll and to what extent their
analyses
       contributed to the final determination of the premium.
Unaudited Pro Forma Condensed Consolidated Financial Information of New
Lionsgate
Basis of Pro Forma Presentation, page 149

11.    On page 151, you state that the repayment and issuance of new debt are
considered
       probable transactions requiring transaction accounting adjustments.
Please tell us how
       you determined that such transactions are probable and the status of any
related
       agreements.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 2. Discontinued Operations, page 159

12.    Please tell us why the discontinued operations adjustment for investment
in films and
       television programs and program rights is different than the programming
content
       recorded on Starz balance sheet as of June 30,2024.
Note 3. Transaction Accounting Adjustments, page 160

13.    Refer to footnote (b). Please revise your disclosure to explain how the
$340.9 million
       cash transfer from the Starz business was determined. In addition, tell
us how you
       concluded that the expectation that Starz will incur $350 million of new
debt is
       probable.
14.    Refer to footnote (l) and (m). Please tell us in detail how you
calculated the pro forma
       weighted average number of basic and diluted shares outstanding for all
periods
       presented.
Information About New Lionsgate After the Transactions
Material Contracts, page 189

15.    We note your statement regarding the material contracts within the
meaning of
       applicable Canadian securities legislation here and on page 277. Please
confirm that
       you have summarized and filed as exhibits all material contracts
required by Item
       601(b)(10) of Regulation S-K.
Information about Starz After the Transaction, page 271

16.    Disclose the basis on which Starz Networks is a "leading" provider of
premium
       subscription video programming (e.g., by revenue, subscribers, etc.).
17.    Please describe the term "linear services" in further detail.
18.    We note your statement that "[a]cross its digital platforms, the STARZ
app provides
       an alternative for subscribers looking for a competitively priced
option." Please clarify
       which "digital platforms" you are referencing here and revise to include
additional
       information on the STARZ app's competitive pricing, including any
metrics
       management may use to assess pricing.
19.    We note your statement that "[s]ubscribers have access to a vast library
of quality
       content and a top-rated user experience, along with the ability to
download and watch
       STARZ original series, blockbuster theatricals and favorite classic
television series
 November 13, 2024
Page 4

       and movies." Please revise to quantify the "vast" library content and
qualify your
       statement regarding the "top-rated user experience" either by providing
metrics or
       stating that it is management's belief.
20.    We note your statements regarding programming for "women and diverse
audiences"
       and "women and underrepresented audiences." Please provide additional
detail
       regarding these statements, including how you develop and choose
programming for
       such audiences. Additionally, we note your statement regarding your
choice
       of programing that "drive[s] subscription and engagement with key
cohorts." Please
       clarify if and how you track subscription and engagement with key
cohorts and revise
       to state whether such "key cohorts" are women, diverse audiences,
underrepresented
       audiences, or otherwise.
Affiliation Agreements, page 273

21.    We note your affiliation agreements with distributors, including your
statement that
       "[t]he agreements are generally structured to be multi-year agreements
with staggered
       expiration dates." Please revise to disclose the expiration dates here
and state whether
       there are any current plans for when the agreements expire in 2027. In
this light, we
       note your statement on page 41 that the renewal negotiation process for
affiliation
       agreements is typically lengthy. To the extent possible, please quantify
or give
       examples of the length of prior negotiation periods.
Output and Content License Agreements, page 274

22.    We note your statement that "[t]he majority of acquired content on Starz
  s services
       consists of movies that have been released theatrically." Please
disclose the percentage
       of acquired content and original content available on Starz's services.
23.    We note that "Starz has an exclusive multiyear output licensing
agreement with
       Lionsgate for Lionsgate label titles theatrically released in the U.S.
starting January 1,
       2022, and for Lionsgate   s Summit label titles theatrically released in
the U.S. starting
       January 1, 2023." Please revise to disclose the number of years under
this agreement
       and clarify the duration of exclusivity with Starz, if different than
the number of years
       under the agreement. Please also discuss any renewal rights by Starz and
pricing
       agreements (market price or otherwise) with Lionsgate.
24.    We note the chart in the middle of page 274 that lists the "Significant
output
       programming agreements" and "Significant library programming
agreements." Please
       provide more detail in the chart including, for example, the number of
agreements and
       duration of each agreement with the respective studios.
Regulatory Matters, page 274

25.    Please update your disclosure here and in the "Regulation" section at
the top of page
       275 to describe the material effects that government regulations have on
your capital
       expenditures, earnings and competitive position. Refer to Item
101(c)(2)(i) of
       Regulation S-K.
 November 13, 2024
Page 5
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Starz
Finite-Lived Intangible Assets, page 288

26.    Regarding your impairment analysis, you state that the estimated
undiscounted cash
       flows exceeded the carrying amount of the assets and therefore no
impairment charge
       was required. Please revise to provide qualitative and quantitative
information
       necessary to understand the estimation uncertainty and the impact this
critical
       accounting estimate has had or is reasonably likely to have on financial
condition or
       results of operations. Refer to Item 303(b)(3) of Regulation S-K.
Income Taxes, page 289

27.    Please provide more robust disclosure of your assessment of the positive
and negative
       evidence considered in establishing your valuation allowance. Refer to
Item 303(b)(3)
       of Regulation S-K.
Agreements Relating to the Transactions, page 348

28.    For each description of the agreements to be entered into to effectuate
the
       transactions, please revise to describe and quantify, as applicable, any
revenue sharing
       percentages, commissions, fees, costs, lump sum payments, etc. and
material terms
       of the anticipated relationship between the related parties following
the separation and
       distribution. Refer to Item 404 of Regulation S-K.
Material U.S. Federal Income Tax Consequences of the Transactions for Lionsgate
Shareholders, page 351

29.    Please revise the disclosure in this section to acknowledge and reflect
that the tax
       consequences are the opinion of counsel. Refer to Item 4(a)(6) of Form
S-4.
       Additionally, please revise to address and express a conclusion for each
material
       federal tax consequence. A description of the law is not sufficient. If
there is a lack of
       authority directly addressing the tax consequences of the transaction,
conflicting
       authority or significant doubt about the tax consequences of the
transaction, counsel
       may issue a "should" or "more likely than not" opinion to make clear
that the opinion
       is subject to a degree of uncertainty. In such cases, counsel should
explain clearly why
       it cannot give a "will" opinion. Refer to Staff Legal Bulletin No. 19.
Finally, we note
       your statement that the disclosure in this section is a "discussion" and
"does not
       constitute . . . tax advice." Investors are entitled to rely on the
opinion expressed.
       Refer to Section III.D.1 of Staff Legal Bulletin No. 19. Please revise
accordingly. This
       comment also applies to the disclosure in the section titled "Material
U.S. Federal
       Income Tax Consequences of the Transactions for LG Studio Shareholders."
Material Canadian Federal Income Tax Consequences of the Transactions for
Lionsgate
Shareholders, page 358

30.    We note your statements here and in the section titled "Material
Canadian Federal
       Income Tax Consequences of the Transactions for LG Studios Shareholders"
that
       conclude that:
 November 13, 2024
Page 6

             non-residents of Canada generally will not be subject to tax under
the Canadian
           Tax Act; and
           holders of LG Studios common shares who hold such shares as capital
property
           for purposes of the Canadian Tax Act will generally not realize
either a capital
           gain or a capital loss as a result of the transactions.
       Based on these statements, it appears that a Canadian tax opinion
covering the
       material foreign tax consequences is required. Please revise the
disclosure to reflect
       that these tax consequences are the opinion of counsel and file the
Canadian tax
       opinion as an exhibit. Refer to Footnote 40 of Staff Legal Bulletin No.
19.
Index to Financial Statements, page F-1

31.    Please tell us your consideration of including financial statements of
Lionsgate
       Studios Holding Corp. in future amendments.
Starz Business of Lions Gate Entertainment Corp. Condensed Combined Financial
Statements for the Years Ended March 31, 2024 and 2023
Notes to Audited Combined Financial Statements
Note 10. Revenue, page F-32

32.    Please explain your consideration of disclosing disaggregated revenues
at a more
       detailed level for the nature, amount, timing, and uncertainty of
revenues and cash
       flows. We note that you derive revenues from different types of
subscribers both
       domestically and internationally as part of your subscriber base. Refer
to ASC 606-
       10-50-5 and 50-6 and ASC 606-10-55-89 through 55-91.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Robert Shapiro at 202-551-3273 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at 202-551-7127 or Taylor Beech at 202-551-4515 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
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