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Hollywood Giant Lionsgate to Spin Off Studio Business in $4.6 Billion SPAC Merger with Screaming Eagle Acquisition Corp to Create Lionsgate Studios Corp, Portfolio of Content Includes The Hunger Games, John Wick, The Twilight Saga & Ghosts

29th December 2023 | Hong Kong

Hollywood giant Lionsgate has announced to spin off the studio business in a $4.6 billion SPAC (Special Purpose Acquisition Company) merger with Screaming Eagle Acquisition Corp to create Lionsgate Studios Corp, with the portfolio of content includes The Hunger Games, John Wick, The Twilight Saga & Ghosts.   Announcement: “Lionsgate today announced that its Studio Business, comprising its Television Studio and Motion Picture Group segments and one of the world’s most valuable film and television libraries, will be combined with Screaming Eagle Acquisition Corp. (Nasdaq: SCRM) (“Screaming Eagle”) to launch Lionsgate Studios Corp. (“Lionsgate Studios”).  Screaming Eagle is a publicly-traded company formed to merge with existing businesses.  The deal positions the standalone Lionsgate Studios as a platform-agnostic, pure play content company with a deep portfolio of franchise properties including The Hunger Games, John Wick, The Twilight Saga and Ghosts, a robust 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, 87.3% of the total shares of Lionsgate Studios are expected to continue to be held by Lionsgate, while Screaming Eagle public shareholders and founders and common equity financing investors are expected to own an aggregate of approximately 12.7% of the combined company.  The transaction values Lionsgate Studios at an enterprise value of approximately $4.6 billion.  Lionsgate Studios does not include the STARZ platform, which will continue to be wholly owned by Lionsgate.  In addition to establishing Lionsgate Studios as a standalone publicly-traded entity, the transaction is expected to deliver approximately $350 million of gross proceeds to Lionsgate, including $175 million in PIPE financing already committed by leading mutual funds and other investors. Net proceeds from the transaction are expected to be used to enhance Lionsgate’s balance sheet and facilitate strategic initiatives, including those related to the eOne business, which acquisition is scheduled to close by calendar year end.”  More info below:

“ Hollywood Giant Lionsgate to Spin Off Studio Business in $4.6 Billion SPAC Merger with Screaming Eagle Acquisition Corp to Create Lionsgate Studios Corp, Portfolio of Content Includes The Hunger Games, John Wick, The Twilight Saga & Ghosts “

 

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Hollywood Giant Lionsgate to Spin Off Studio Business in $4.6 Billion SPAC Merger with Screaming Eagle Acquisition Corp to Create Lionsgate Studios Corp Lionsgate

22nd December 2023 – Lionsgate (NYSE: LGF.A, LGF.B) today announced that its Studio Business, comprising its Television Studio and Motion Picture Group segments and one of the world’s most valuable film and television libraries, will be combined with Screaming Eagle Acquisition Corp. (Nasdaq: SCRM) (“Screaming Eagle”) to launch Lionsgate Studios Corp. (“Lionsgate Studios”).  Screaming Eagle is a publicly-traded company formed to merge with existing businesses.

• The deal positions the standalone Lionsgate Studios as a platform-agnostic, pure play content company with a deep portfolio of franchise properties including The Hunger Games, John Wick, The Twilight Saga and Ghosts, a robust 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, 87.3% of the total shares of Lionsgate Studios are expected to continue to be held by Lionsgate, while Screaming Eagle public shareholders and founders and common equity financing investors are expected to own an aggregate of approximately 12.7% of the combined company.  The transaction values Lionsgate Studios at an enterprise value of approximately $4.6 billion.  Lionsgate Studios does not include the STARZ platform, which will continue to be wholly owned by Lionsgate.
• In addition to establishing Lionsgate Studios as a standalone publicly-traded entity, the transaction is expected to deliver approximately $350 million of gross proceeds to Lionsgate, including $175 million in PIPE financing already committed by leading mutual funds and other investors. Net proceeds from the transaction are expected to be used to enhance Lionsgate’s balance sheet and facilitate strategic initiatives, including those related to the eOne business, which acquisition is scheduled to close by calendar year end.
• Common shares of Lionsgate Studios will trade separately from Lionsgate’s Class A (LGF.A) and Class B (LGF.B) common shares as a single class of stock.  The transaction is subject to certain closing conditions, including regulatory approvals and approval from the shareholders and public warrant holders of Screaming Eagle, and is expected to close in the spring of 2024.

“This transaction creates one of the world’s largest publicly-traded pure play content platforms with the ability to deliver significant incremental value to all of our stakeholders,” said Lionsgate CEO Jon Feltheimer and Vice Chair Michael Burns.  “Coupled with the acquisition of the eOne platform scheduled to close next week, the expansion of our partnership with 3 Arts and the strong performance of our content slates, we’ve put together all of the pieces for a thriving standalone content company with a strong financial growth trajectory.”

“We are thrilled to be part of establishing Lionsgate Studios as one of the only pure play content companies in the public markets, which is well positioned to unlock value for both existing and new shareholders,” said Screaming Eagle CEO Eli Baker.  “We believe this will be seen as one of the most innovative and value creating transactions the market has seen in some time.”

Transaction Details

• The transaction is expected to deliver approximately $350 million of gross proceeds to Lionsgate, consisting of $175 million in gross proceeds from a committed PIPE and $175 million in proceeds from the Screaming Eagle trust.  Net proceeds from the transaction will be used to enhance Lionsgate’s balance sheet and facilitate strategic initiatives including the eOne acquisition which is scheduled to close by calendar year end.
• Due to tax and other considerations, Lionsgate Studios has made it a condition of the transaction to receive not more than $175 million of gross trust proceeds.  In the event that unredeemed amounts exceed $175 million, such non-redeeming shareholders will receive a mix of consideration in the form of shares in Lionsgate Studios and cash (from Screaming Eagle) (as cash value in trust), pro-rata with all other non-redeeming shareholders (excluding PIPE investors and those investors committing to non-redemption arrangements).
• It is also a condition of closing that all of Screaming Eagle’s public and private placement warrants be eliminated. Screaming Eagle private placement warrants will be eliminated for no consideration. Screaming Eagle’s public warrants will be repurchased for $0.50 per warrant from warrant holders pursuant to one of the voting proposals associated with the business combination. Screaming Eagle has obtained the written consent from warrant holders owning approximately 44.19% of all public warrants outstanding to vote in favor of the public warrant repurchase. For all public warrants to be compulsorily acquired for $0.50 per warrant, an additional 5.81% is required to be obtained prior to the voting date for the business combination.
• Upon closing of the transaction, it is expected that Lionsgate shareholders will indirectly own an approximately 87.3% stake in Lionsgate Studios, while Screaming Eagle public shareholders, founders and PIPE investors will own approximately 5.7%, 0.7% and 6.3% of Lionsgate Studios, respectively.  Screaming Eagle founders and independent directors will collectively forfeit approximately 14.5 million of their founder shares and will retain approximately 2.0 million common shares upfront and Screaming Eagle founders will be entitled to receive an additional 2.2 million common shares if the trading price of Lionsgate Studios common shares increases 50% from $10.70. In connection with the transaction, the Screaming Eagle founders will forfeit all of their Screaming Eagle private placement warrants.
• Lionsgate is expected to maintain its current corporate debt structure in this transaction.
• Morgan Stanley & Co. LLC (“Morgan Stanley”) is acting as financial advisor to Lionsgate.  Citigroup Global Markets Inc. (“Citigroup”) is acting as financial advisor to Screaming Eagle.  Citigroup and Morgan Stanley are acting as co-placement agents for Screaming Eagle with respect to the common equity financing.  Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Lionsgate and Denton’s Canada LLP is acting as legal advisor to Lionsgate in Canada.  White & Case LLP is acting as legal advisor to Screaming Eagle and Goodmans LLP is acting as legal advisor to Screaming Eagle in Canada.  Davis Polk & Wardwell LLP is acting as legal advisor to Citigroup and Morgan Stanley in connection with their roles as co-placement agents.

 

About Lionsgate

Lionsgate (NYSE: LGF.A, LGF.B) encompasses world-class motion picture and television studio operations aligned with the STARZ premium global subscription platform to bring a unique and varied portfolio of entertainment to consumers around the world.  Lionsgate’s film, television, subscription and location-based entertainment businesses are backed by a 18,000-title library and a valuable collection of iconic film and television franchises. 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.

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