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Subsequent Events | 12 Months Ended
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Mar. 31, 2025
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events Separation On May 6, 2025, Old Lionsgate, through a series of transactions contemplated by the Arrangement Agreement, completed the separation of the LG Studios Business from the Starz Business. As a result of the Arrangement Agreement, the pre-transaction shareholders of Old Lionsgate own shares in two separately traded public companies: (1) Old Lionsgate, which was renamed “Starz Entertainment Corp.” and holds, directly and through subsidiaries, the Starz Business previously held by Old Lionsgate, and (2) New Lionsgate, which was renamed “Lionsgate Studios Corp.” and holds, directly and through subsidiaries, the Studios Business previously held by Old Lionsgate, and is owned by Old Lionsgate shareholders and Legacy Lionsgate Studios shareholders. See Note 1, Description of Business, Basis of Presentation and Significant Accounting Policies, to our audited combined financial statements for further details. In connection with the completion of the Separation and related transactions, pre-transaction shareholders of Old Lionsgate holding Class A voting shares (“Old Lionsgate Class A Shares”) received one and twelve one-hundredths (1.12) New Lionsgate new common shares (“New Lionsgate Common Shares”) and one and twelve one-hundredths (1.12) Starz Entertainment Corp. common shares (“Starz Common Shares”) and pre-transaction shareholders of Old Lionsgate holding Class B non-voting shares (“Old Lionsgate Class B Shares”) received one New Lionsgate Common Share and one Starz Entertainment Corp. Common Share. Pre-transaction Legacy Lionsgate Studios shareholders, other than Old Lionsgate and dissenting shareholders, received, in exchange for each Legacy Lionsgate Studios common share, without par value (“Legacy Lionsgate Studios Common Share”), they held, a number of New Lionsgate Common Shares equal to the product of the Lionsgate Studios Consideration Shares divided by the total number of Legacy Lionsgate Studios Common Shares issued and outstanding immediately prior to the Starz Separation and held by Legacy Lionsgate Studios shareholders other than Old Lionsgate (such shares, the “LG Studios Flip Shares” and such ratio, the “LG Studios Reorganization Ratio”). The LG Studios Consideration Shares equals the aggregate number of Legacy Lionsgate Studios Common Shares obtained when the LG Studios Flip Percentage is multiplied by the quotient of (a) the aggregate number of New Lionsgate Common Shares issued to New Lionsgate shareholders divided by (b) 1 minus the LG Studios Flip Percentage. The LG Studios Flip Percentage equals the quotient, expressed as a percentage, of (1) the LG Studios Flip Shares divided by (2) the total number of Legacy Lionsgate Studios Common Shares issued and outstanding immediately prior to the Starz Separation. Such transactions by Legacy Lionsgate Studios shareholders are collectively referred to as the “LG Studios Flip.” Each of New Lionsgate and Starz Entertainment Corp. have a single class of “one share, one vote” common shares. In addition, the Starz Common Shares were consolidated on a 15-to-1 basis, such that every fifteen (15) Starz Common Shares prior to the Separation were consolidated into one (1) Starz Common Share. Following completion of the Starz Separation, New Lionsgate Common Shares began trading under the symbol “LION” on the New York Stock Exchange (“NYSE”) and Starz Common Shares began trading under the symbol “STRZ” on the Nasdaq Global Select Market (“NASDAQ”). Old Lionsgate Class A Shares and Old Lionsgate Class B Shares were withdrawn from listing on NYSE and Legacy Lionsgate Studios Common Shares were withdrawn from listing on NASDAQ. Financing On May 6, 2025, all outstanding obligations in respect of principal, interest and fees under the Old Lionsgate Credit Agreement, were repaid in full and all commitments thereunder were terminated. Starz Credit Agreement On May 6, 2025, in connection with the consummation of the Separation, Starz entered into a new credit agreement (the “Credit Agreement”) with Starz Capital Holdings LLC, as borrower (the “Borrower”), the guarantors referred to therein, the lenders referred to therein and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for (i) a $300.0 million senior secured term loan credit facility and (ii) a $150.0 million senior secured revolving credit facility. The Credit Agreement and commitments thereunder will mature on the date that is five years after the closing date of the facility. Borrowings under the Credit Agreement will bear interest at a rate per annum equal to, at the Borrower’s option, either Term SOFR (subject to a 0.00% floor) or a base rate, in each case plus an applicable margin initially of 3% for Term SOFR loans and 2% for base rate loans. On and after the first full fiscal quarter of Starz after the closing date of the Credit Agreement, the applicable margin will vary based on the Borrower’s Net Total Leverage Ratio (as defined in the Credit Agreement). The Borrower will pay a commitment fee equal to 0.375% per annum in respect of unutilized commitments thereunder. Borrowings under the Credit Agreement may be used for working capital needs and other general corporate purposes, including the financing of permitted acquisitions and investments. The Borrower’s obligations under the Credit Agreement are guaranteed by Starz and substantially all of its wholly owned restricted subsidiaries and secured by substantially all assets of the Borrower and the guarantors, in each case subject to certain customary exceptions. The Credit Agreement contains certain customary affirmative and negative covenants that limit the ability of the Borrower and its restricted subsidiaries, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. The Credit Agreement also contains events of default customary for financings of this type, including relating to a change of control. In addition, the Credit Agreement contains financial covenants requiring the Borrower to maintain (A) a Net Total Leverage Ratio, as of the last day of each fiscal quarter of Starz ending on and after (i) June 30, 2025, no greater than 4.50 to 1.00; (ii) March 31, 2026, no greater than 4.25 to 1.00; (iii) March 31, 2027, no greater than 4.00 to 1.00; and (iv) March 31, 2028, no greater than 3.50 to 1.00; (B) a Net First Lien Leverage Ratio (as defined in the Credit Agreement) no greater than 3.00 to 1.00; and (C) an Interest Coverage Ratio (as defined in the Credit Agreement) no less than 2.50 to 1.00. Exchange Notes On May 6, 2025, in connection with the completion of the Separation, Starz was released and discharged from all obligations in connection with the Exchange Notes by way of supplemental indenture (the "Supplemental Indenture"). Pursuant to the terms of the Supplemental Indenture, LGTV, a subsidiary of New Lionsgate, agreed to assume and perform as primary obligor all obligations of the initial issuer under the Exchange Notes. Incentive Plans On May 6, 2025, the Starz Entertainment Corp. 2025 Performance Incentive Plan (the “Starz 2025 Plan”) became effective, with respect to 3,325,000 Starz Common Shares. The Starz 2025 Plan was approved prior to the Separation by the Board of Directors of Old Lionsgate, to be effective as of the date of the Separation, subject to the approval of holders of Old Lionsgate Class A shares, as further described in the Registration Statement, whose approval was obtained on April 23, 2025. Awards outstanding under the equity plans of Old Lionsgate immediately prior to the Separation held by Old Lionsgate employees and directors who became employees or directors of Starz were converted into awards of Starz immediately after the Separation and assumed under the Starz 2025 Plan, except that awards of individuals who will be serving as non-employee directors of both New Lionsgate and Starz were only partially converted into awards under the Starz 2025 Plan. Other Separation Related Agreements. On May 6, 2025, Starz entered into several agreements with Legacy LG Studios and New Lionsgate in connection with the completion of the Separation, including the Separation Agreement; Transition Services Agreement; Employee Matters Agreement; and Amendment to Tax Matters Agreement, pursuant to which New Lionsgate was made a party to the Tax Matters Agreement. In addition, Starz entered into several agreements with each of Discovery Lightning Investments Ltd., Warner Bros. Discovery, Inc., Liberty Global Ventures Limited, Liberty Global Ltd., MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners II LP, MHR Institutional Partners IIA LP, MHR Institutional Partners III LP, MHR Institutional Partners IV LP and MHR Fund Management LLC and affiliated funds thereto, including the Starz Voting Agreement; Starz Registration Rights Agreements; and Starz Investor Rights Agreement. Other Events On May 8, 2025, the Board of Directors of Starz Entertainment Corp. approved a change in Starz’s fiscal year end from March 31 to December 31. The date of Starz’s next fiscal year end will be December 31, 2025. As a result of the change, Starz will file a Transition Report on Form 10-K for the nine-month transition period from April 1, 2025 to December 31, 2025.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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